UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-8488
[COMPANY 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, 2004: 107,245,848 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...................................................................................................6
Mining Risks.............................................................................................6
Environmental Matters..........................................................................................7
Item 4. Information on the Company.............................................................................8
History and Development of the Company.........................................................................8
Financings.......................................................................................................12
Business Overview.............................................................................................14
Campbell Properties..............................................................................................15
Organizational Structure......................................................................................16
Inter-Corporate Relationships...........................................................................16
Employees...............................................................................................17
Property, Plants and Equipment...................................................................................17
Business of Meston...............................................................................................17
The Joe Mann Mine................................................................................................17
History.................................................................................................17
Location, Access and Ownership..........................................................................18
Geology.................................................................................................18
Mineral Reserves and Resources..........................................................................19
2001 Plan...............................................................................................21
West Zone...............................................................................................21
Mining..................................................................................................21
Milling.................................................................................................22
Employees...............................................................................................23
Royalties...............................................................................................23
Environmental Matters...................................................................................24
Mineral Exploration Properties...................................................................................24
Chibougamau Exploration Properties......................................................................24
Business of MSV..................................................................................................25
The Copper Rand Mine.............................................................................................26
Location and Title......................................................................................26
History.................................................................................................26
Copper Rand 5000 Project Background.....................................................................26
Financing of the Copper Rand Project and Details of the Management of the Copper Rand Project...........26
Other Aspects of the Copper Rand Project................................................................28
Geology.................................................................................................28
Mineral Resources.......................................................................................29
Mining..................................................................................................29
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The Copper Rand Mill.............................................................................................30
General.................................................................................................30
Milling.................................................................................................30
Environmental Fund......................................................................................30
Tailings and Waste Disposal.............................................................................30
Employees...............................................................................................30
Royalties...............................................................................................31
The Corner Bay Property..........................................................................................31
Location and Title......................................................................................31
History.................................................................................................31
Geology.................................................................................................32
Mineral Resources.......................................................................................33
Royalties...............................................................................................33
The Eastmain Mine................................................................................................33
Location and Title......................................................................................33
History.................................................................................................33
Geology.................................................................................................34
Mineral Resources.......................................................................................35
Surface Infrastructure..................................................................................35
Mining..................................................................................................35
Royalties...............................................................................................36
The Cedar Bay Property...........................................................................................36
Business of GeoNova..............................................................................................36
The Discovery Project............................................................................................37
Location, Access and Ownership..........................................................................37
Geology.................................................................................................38
Mineral Resources.......................................................................................38
Metallurgical Testing...................................................................................39
The Chevrier Project.............................................................................................39
Location, Access and Ownership..........................................................................39
Geology.................................................................................................40
Mineral Resources.......................................................................................40
The Bachelor Lake Property.......................................................................................40
Location and Access and Ownership.......................................................................41
Berthiaume Syndicate.............................................................................................42
Property, Location and Access...........................................................................42
Geology.................................................................................................42
The Pitt Gold Property...........................................................................................43
Location, Access and Ownership..........................................................................43
Geology.................................................................................................43
Item 5. Operating and Financial Review and Prospects..........................................................44
Management's Discussion and Analysis..........................................................................44
Summary..........................................................................................................44
Achievements............................................................................................45
Consolidated results....................................................................................46
Summary of financial results............................................................................46
Financial results.......................................................................................47
Changes in Accounting Principles.................................................................................48
Impairment of long-lived assets.........................................................................48
Flow-through shares.....................................................................................48
Critical Accounting Principles...................................................................................48
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Depreciation of long-term assets........................................................................48
Depreciation and amortization...........................................................................49
Financial instruments...................................................................................49
Asset retirement obligations............................................................................49
Consolidated Financial Results...................................................................................49
Production data.........................................................................................50
Summary Of Quarterly Results.....................................................................................50
Liquidities And Capital Resources................................................................................51
Quarterly production data for the last three years......................................................51
Risk Factors.....................................................................................................54
Outlook..........................................................................................................54
Tabular Disclosure of Contractual Obligations.................................................................55
Item 6. Directors, Senior Management and Employees............................................................55
Directors.....................................................................................................55
Senior Management................................................................................................57
Executive Compensation........................................................................................57
Option/SAR Grants in Last Financial Year.........................................................................58
Aggregated Option/SAR Exercises During The Most Recently Completed Financial Year and Financial Year End
Option/SAR Values................................................................................................59
Indebtedness of Directors and Executive Officers.................................................................59
Employee Incentive Plan..........................................................................................59
Share Option Plan.......................................................................................60
Share Purchase Plan.....................................................................................61
Share Bonus Plan........................................................................................61
Share Loan Plan.........................................................................................62
Remuneration of Directors........................................................................................64
Directors' and Officers' Liability insurance.....................................................................65
Employment Agreements............................................................................................65
Compensation Committee...........................................................................................65
Composition of the Compensation Committee...............................................................65
Executive Compensation Philosophy and Policy............................................................66
Report on Executive Compensation........................................................................67
Shareholder Return Performance Graph.............................................................................67
Corporate Governance.............................................................................................68
Employees.....................................................................................................75
Item 7. Major Shareholders and Related Party Transactions.....................................................75
Item 8. Financial Information.................................................................................75
Financial Statements..........................................................................................75
Legal Proceedings.............................................................................................75
Dividend Record and Policy....................................................................................76
Significant Changes...........................................................................................77
Item 9. The Offer and Listing.................................................................................77
Toronto Stock Exchange........................................................................................77
OTC-BB........................................................................................................78
Item 10. Additional Information.............................................................................78
Memorandum and Articles of Incorporation......................................................................78
Election and Qualifications of Directors......................................................................79
Meetings......................................................................................................79
Limitations on Ownership of Securities........................................................................80
Change in Control of Company..................................................................................80
Material Contracts............................................................................................80
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Exchange Controls.............................................................................................80
Taxation......................................................................................................81
Certain Canadian Federal Income Tax Consequences........................................................81
Dividends on Common Shares..............................................................................82
Disposition of Common Shares............................................................................82
Certain United States Federal Income Tax Considerations.................................................83
U.S. Holders............................................................................................84
Distributions of Common Shares..........................................................................84
Foreign Tax Credit......................................................................................84
Disposition of Common Shares............................................................................85
Other Considerations....................................................................................85
Passive Foreign Investment Company......................................................................85
Backup Withholding......................................................................................86
Documents on Display..........................................................................................86
Subsidiary Information........................................................................................86
Item 11. Quantitative and Qualitative Disclosures about Market Risk.........................................86
Gold Risk Disclosures.........................................................................................86
Foreign Currency Risk Disclosures.............................................................................87
Other Financial Instrument Risk Disclosures...................................................................87
Competition...................................................................................................87
Item 12. Description of Securities other than Equity Securities - Not Applicable............................87
PART II...............................................................................................87
Item 13. Defaults, Dividend Arrearages and Delinquencies - None.............................................87
Item 14. Material Modifications to the Right of Security Holders and Use of Proceeds - None.................87
Item 15. Controls and Procedures............................................................................87
Item 16 A. Audit Committee Financial Expert................................................................88
Item 16 B. Code Of Ethics..................................................................................88
Item 16 C. Principal Accountant Fees And Services..........................................................88
(a) Audit Fees..............................................................................................88
(b) Audit-Related Fees......................................................................................89
(c) Tax Fees................................................................................................89
(d) All Other Fees..........................................................................................89
(e) Audit Committee's Pre-Approval Policies.................................................................89
(f) Auditors Use of Non-Permanent Employees.................................................................89
Item 16 D. Exemptions From The Listing Standards For Audit Committees - None...............................89
Item 16 E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers - None...................89
PART III..............................................................................................89
Item 17. Financial Statements...............................................................................89
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FORWARD-LOOKING STATEMENTS
We make statements in this Report and the documents we incorporate by
reference that are considered forward-looking within the meaning of the
Securities Act of 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
----------- -------- ---- ---
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
2004 1.2034 1.3016 1.3970 1.1775
(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
---- ---
March (up to 30) 2005 1.2463 1.2017
February 2005 1.2562 1.2294
January 2005 1.2422 1.1982
December 2004 1.2401 1.1856
November 2004 1.2263 1.1775
October 2004 1.2726 1.2194
September 2004 1.3071 1.2648
On March 30, 2005, the noon buying rate for Cdn$1.00 was US$1.2165.
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, the Copper Rand Mine and the Corner
Bay Project at December 31, 2004 (2004 annual report) were previously disclosed
in the Company's Joint Management Information Circular dated May 10, 2001. All
mineral reserves and resources were updated and disclosed in a February 24, 2005
press release and in the annual report (the "Annual Report") for fiscal year
2004. 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.
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"PROBABLE MINERAL RESERVE" is the economically mineable part of an indicated,
and in some circumstances, a measured mineral resource demonstrated by at least
a preliminary feasibility study. This study must include adequate information on
mining, processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting that economic extraction can be justified.
"MEASURED MINERAL RESOURCE" is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics, are
so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of economical viability of the
deposit. The estimate is based 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, 2004 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).
-3-
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.
FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
(EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
YEARS ENDED DECEMBER 31 2004 2003 2002 2001 2000
$ $ $ $ $
OPERATING RESULTS (IN THOUSANDS) (Restated) (Restated) (Restated)
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Metal sales 21,833 22,307 14,711 - 15,682
Loss from operations 9,515 6,368 7,023 5,305 44,675
Net loss 8,192 3,940 5,361 4,566 42,025
Cash flow provided by (used for) operations 1,193 (4,380) (4,994) (787) (13,800)
Capital expenditures 28,053 4,193 4,256 1,789 7,196
FINANCIAL POSITION (IN THOUSANDS)
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Cash and short-term deposits 1,191 4,752 3,432 2,761 4,548
Money market instruments - - - - -
Total assets 177,756 159,773 133,866 112,333 77,960
Long-term debt 63,808 59,589 56,468 55,974 52,224
Capital stock 69,610 55,429 30,013 24,620 125,355
Shareholders' equity 54,585 45,803 24,284 24,250 13,468
PER SHARE DATA
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Net loss per share 0.08 0.07 0.13 0.19 2.66
Book value per share 0.51 0.53 0.50 0.68 0.85
OPERATIONAL STATISTICS
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Gold production - ounces 39,200 42,700 32,500 - 38,400
Gold revenue per ounce - US dollars 408 369 321 - 279
Cash cost per ounce - US dollars 419 375 361 - 463
SHARES OUTSTANDING (IN THOUSANDS)
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
At year end 107,238 86,762 44,478 32,562 15,784
Weighted average during year 96,482 55,251 40,230 23,720 15,733
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
FOREIGN EXCHANGE RATE - US 2004 2003 2002 2001 2000
DOLLARS:
----------------------------- ------------------ ----------------- ------------------ ------------------ -----------------
Year end/average 1.2034/1.3016 1.2923/1.3916 1.5800/1.5702 1.5925/1.5519 1.4955/1.4871
High/low 1.3970/1.1775 1.5286/1.2923 1.6049/1.5190 1.5925/1.4995 1.5355/1.4505
----------------------------- ------------------ ----------------- ------------------ ------------------ -----------------
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MONTH ENDED HIGH LOW CLOSE
----------- ---- --- -----
February 28, 2005 1.2562 1.2294 1.2295
January 31, 2005 1.2422 1.1982 1.2396
December 31, 2004 1.2401 1.1856 1.2034
November 30, 2004 1.2263 1.1775 1.1902
October 29, 2004 1.2726 1.2194 1.2209
September 30, 2004 1.3071 1.2648 1.2648
HIGH LOW
---- ---
March (up to 30) 2005 1.2463 1.2017
February 2005 1.2562 1.2294
January 2005 1.2422 1.1982
December 2004 1.2401 1.1856
November 2004 1.2263 1.1775
October 2004 1.2726 1.2194
September 2004 1.3071 1.2648
On March 30, 2005, the noon buying rate for Cdn $1.00 was US$1.2165.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 2004 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
------------------------------------------- ----------------- ----------------- ----------------- -------------------
$ $ $ $
Metal sales 4,396 6,466 5,397 5,574
Loss from operations (2,164) (2,093) (1,388) (3,870)
Net earning (loss) (1,796) (2,100) (1,267) (3,029)
Net earning (loss) per share (0.02) (0.02) (0.01) (0.03)
YEAR ENDED DECEMBER 31, 2003 $ $ $ $
(Restated) (Restated) (Restated)
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
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.
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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.
In 2005, the Company will be dependent of two operations, the Joe Mann
Mine and the Copper Rand mine (the "Copper Rand Mine"), as the source of its
cash flow. The 2005 operating plan is based on a gold price of US$425 per ounce
a copper price of US$1.25 per pound and a Canadian/US dollar exchange rate of
US$1.00/CDN$1.25 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 metal 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 mines to
generate cash flow will be impaired.
Development is currently underway on the Copper Rand 5000 project (the
"Copper Rand Project") which includes the Copper Rand Mine. The Copper Rand Mine
is now in pre-production. The first tons of ore were hoisted October 18, 2004
and the first tons of concentrate were shipped to Noranda Inc's Horne smelter on
November 23, 2004. The pre-production phase will continue with commercial
production to begin in the early part of 2005. Commercial production will begin
at an initial rate of 1,000 tons per day, will increase, mid-year 2005, to 1,200
tons per day and ramping up to 45,000 tons over a mine life of almost five years
based on current mineral resources.
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 not reach a level for the project to be economically viable nor
that the Corner Bay property will be brought into production.
-6-
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
Campbell holds all the permits required under the "Environmental
Quality Act" (Quebec), the "Mining Act" (Quebec) and other applicable
legislation and regulations.
During 1995, proposed amendments to the Mining Act (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 there under 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 $350,000 required was deposited as
at December 31, 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. The asset retirement obligations
total $3,408,000 for both sites as at December 31, 2004.
Campbell benefits from an environmental fund of approximately
$4,400,000 ($4,100,000 in 2003) as at December 31, 2004. 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. The asset retirement
obligations total $2,853,000 as at December 31, 2004. As at December 31, 2004
the trustee of the fund had posted a $1,163,000 financial guarantee with the
ministere de l'Environnement (Quebec) ("MENVIQ") 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
Societe de developpement de la Baie-James ("SDBJ").
A $968,000 accrual has been recorded as asset retirement obligations at
the Eastmain Property ("Eastmain" or the "Property"). No financial guarantee is
required because the ore was milled at Copper Rand Mill and there are no
tailings on the property.
-7-
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 MENVIQ 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.
ITEM 4. INFORMATION ON THE COMPANY
HISTORY AND DEVELOPMENT OF THE COMPANY
Campbell 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 Resources Inc. ("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 (the "2001 Plan") at the Joe Mann
Mine, which commenced in November 2001, required a total investment of $10
million over a seventeen-month period. This amount was invested by March 31,
2003. Progress on this plan enabled the Company to gradually resume mining
operations that had been 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 was 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 was 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 of which were made in the first quarter of
2004. Under the terms of the credit facility, 606,061 share purchase warrants,
which expired in February 28, 2005, were issued to Investissement Quebec, each
warrant entitling its holder to purchase one common share of the Company at a
price of $0.66.
During the 2002 fiscal year, 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 $26.1
million, as described in Note 4 of the consolidated financial statements.
-8-
The royalty is payable to the unit holders 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 ("Fund"), SDBJ and SOQUEM Inc. ("SOQUEM"),
holding 28%, 28% and 28% respectively. SDBJ, a Quebec government-owned
economy-based corporation, has as its mission to further the development of
natural resources, other than hydro electrical resources, in the James Bay
territory within a perspective of sustainable development. SOQUEM is a division
of SGF Mineral inc., which is a subsidiary of the Societe generale de
financement du Quebec ("SGF") (a Quebec government-owned corporation).
Investissement Quebec is a government corporation with a full range of resources
to both attract foreign investment and support the development of Quebec-based
companies of all sizes in order to create jobs. It makes use of significant
financial levers to promote investment projects that meet the government's
economic development priorities. The mission of the SGF is to carry out economic
development projects in co-operation with partners and in accordance with
accepted requirements of profitability, in particular in the industrial sector.
The Copper Rand Project, as finally approved, included the transfer of
MSV assets related to the project valued at $10,000,000 in return for a 16%
interest in CCR, the possible issuance of unsecured 8% convertible debentures by
MSV for a maximum of $15,000,000, the possible issuance of shares of MSV
exchangeable into up to 21,512,195 common shares of the Company in consideration
of the exchange of interests held by the Partners in CCR, the possible issuance
of 2,439,025 common shares of the Company to Investissement Quebec and the
set-up of a guarantee by MSV in favour of Investissement Quebec. All common
shares were to be issued at a minimum price of $1.025 per share and convertible
debentures had a conversion price of $1.025 per share.
In July 2001, in accordance with the terms of their initial investment,
SOQUEM and SDBJ exchanged a 5% interest in CCR into convertible debentures of
MSV increasing MSV's interest in CCR from 16% to 26%. MSV issued an aggregate of
$2.5 million of debentures bearing interest at a base rate of 8% annually,
escalating based on metal prices and CCR's production levels. The debentures are
convertible into Campbell common shares at a conversion price of $1.025 per
share.
Investissement Quebec has provided CCR with a loan and credit facility
of up to $22 million to fund the Copper Rand Project. Of this amount, $5.5
million had been drawn at December 31, 2003. The loan provides that interest
payments commence in June 2005 and repayment commences in June 2005 (in 16
quarterly payments). The facility is secured by a charge on the assets of CCR,
excluding inventory and receivables. As promoter and manager of the Copper Rand
Project, MSV has guaranteed the Investissement Quebec loan. CCR has received a
subsidy of $840,000 from the ministere des Ressources naturelles, de la Faune et
des Parcs (Quebec) and is eligible to receive $1,200,000 from the Centre local
d'emploi in training grants and approximately $3,000,000 in mining tax credits.
-9-
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-foot 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 ramp was completed in March 2004. The ventilation
raise is completed, work on installing the conveyor is done and pre-production
development is started. Commercial production will start in 2005 at an initial
rate of 1,000 tons per day. 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.
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.
On November 30, 2004, the Company acquired the remaining 24% of the
outstanding shares of CCR, which became a wholly-owned subsidiary. The Company
entered into an agreement with the Fund, the SGF Mines Inc. ("SGF Mines") and
SDBJ by which Campbell, through MSV, acquired each of their respective 8%
interests in CCR by issuing, to each of the Partners, a total of 1,951,220
Campbell common shares, for a total of 5,853,660 shares. The Partners have
participated in the development of the Copper Rand Project since 2001. In June
2003, the Partners agreed to convert part of their interest in CCR into shares
of Campbell thus increasing Campbell's participation to 76%. This new agreement
allows Campbell to acquire all minority interests, which had a book value of
$5,721,000 as of November 30, 2004.
On December 31, 2004, MSV and CCR merged. The Copper Rand Mine is now
held 100% by the Company through its wholly-owned subsidiary MSV.
The collective agreement covering the production and maintenance
employees of Copper Rand was renewed earlier this year and will terminate on
April 30, 2009. Negotiations for the renewal of the collective agreement at the
Joe Mann Mine are currently underway. The agreement terminated on December 31,
2004 and the Company is confident that the on-going discussions will result in a
new agreement shortly.
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 a half warrant valid for a period of 24 months. One whole warrant
enables its holder to acquire one share of Strateco at a 20% premium over the
average weighted price on the TSX over the ten days preceding the date of
issuance. In September 2003, the agreement was amended to include the Cameron
Property, which is contiguous to the Discovery Gold Project. All of the other
provisions of the agreement remain unchanged. Strateco had completed 2,000
metres of drilling in late 2002, which was followed by a program of about 10,000
metres of drilling in 2003 and an additional 7,000 meters in 2004. By December
31, 2004 Strateco had incurred $2.5 million in exploration expenses. A budget of
$1 million in exploration work has been proposed for 2005.
-10-
During the 2001 fiscal year, the Company entered into an option
agreement to sell its Mexican subsidiary, Oro de Sotula, S.A. de C.V.
("Sotula"), which 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 net smelter
return royalty on the Santa Gertrudis property of two-thirds of a percent
(2/3%).
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, to issue
50,000 common shares of its capital stock.
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 MENVIQ 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.
In 2004, the Company, through its wholly-owned subsidiary GeoNova,
concluded an agreement with Metanor Resources Inc. ("Metanor") to sell all of
its interest in the Bachelor Lake Property. Metanor acquired 100% of the rights,
titles, interest and the Wolfden option. The purchase price represented
$2,300,000, of which $100,000 was paid on the offer acceptation date, $200,000
on the conclusion date and the balance is scheduled to be paid on June 30, 2005
at the latest. The outstanding balance of the purchase price is unsecured and
bears interest at 10% from December 1, 2004, repayable with each capital
payment. In the event that the purchase price balance remains unpaid on July 1,
2005, the Company will be allowed to cancel
-11-
the transaction without any reimbursement of capital and interest payments made
by Metanor. The Sale and Purchase Agreement provides for Metanor to assume the
obligations of GeoNova under the Wolfden option and Joint Venture Letter of
Agreement dated June 18, 2003 and to assume together with Wolfden the royalty
payments to be paid once the Bachelor Lake Property is put into production.
FINANCINGS
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 to 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 exchange agreement (the "Exchange Agreement") with a major
international bank (the "Bank") and irrevocably assigned all amounts receivable
under the Exchange Agreement directly to the investors. The proceeds of the
Exchange Agreement will be used to make all interest payments, repay the
Guaranteed Debentures upon maturity and retract the Preferred Shares.
Accordingly, the Bank is primary obligor under the 1991 Financing and Meston is
contingently liable should the Bank fail to perform under the agreements. The
Guaranteed Debentures are subordinate to all current non-trade and future senior
indebtedness of Campbell and its subsidiary.
The mineral development expenditures which were renounced to the
investors in 1991 were based, in part, on independent valuations of certain
related mineral properties. Canada Customs and Revenue Agency ("CCRA") has
challenged certain of those valuations, and disallowed certain of the renounced
flow-through deductions to certain of the investors. Meston may be contingently
liable for certain losses or damages to investors, if any, that may result if
CCRA were to ultimately be successful in its challenges.
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 came to maturity on July 21, 2004, the tenth
anniversary of their date of issue. The Company repaid 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).
During the 2001 fiscal year, 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.
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.
-12-
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 closed a private placement led by GMP
Securities Ltd. and including Westwind Partners Inc., Sprott Securities Inc.,
Haywood Securities Inc. and Maison Placements Canada Inc., of 11,023,000 units
at $0.80 per unit, for gross proceeds of $8,818,400. Each unit consists of one
common share and one-half of one common share purchase warrant. Each whole
common share purchase warrant is exercisable for one common share at $1.20 per
share for a period of three years. The proceeds of this private placement were
used for the development of the Copper Rand Mine located in Chibougamau, Quebec.
In 2004, the Company concluded an amendment to the convertible
debentures to postpone all payments by one year. These 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, 2005, as
to 40% on July 1, 2006 and as to 40% on July 1, 2007.
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 price of Campbell common shares over the 20
trading days prior to the date of conversion is at least equal to or greater
than twice the adjusted conversion price under the terms of the debentures.
Pursuant to the 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 (the "TSX")
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.
During the month of October 2004, the Company obtained a line of credit
of up to US$8 million with Auramet Trading, LLC (the "Lender") in order to
finance 90% of the payable copper and silver content and 100% of the payable
gold content included in the concentrate shipped to Noranda Inc.'s smelting
facilities from the Copper Rand and Joe Mann mines. This line of credit allows
the Company to receive the value of the payable content on the second working
day following receipt of the concentrate by Noranda Inc. instead of the fourth
month following the month of shipment. These advances bear interest at the
London Interbank Offer Rate (LIBOR), plus 2.5%. To secure this financing, the
Company has assigned the settlement receivables to the Lender. This line of
credit terminates on December 31, 2005, with the Lender having the option to
renew the facility for an additional two-year period. The Company paid a fee of
US$100,000 and issued 200,000 share purchase warrants, giving the Lender, for a
three-year period, the right to subscribe to 200,000 common shares at a price of
$0.65 per share.
In 2004, MSV, a subsidiary of the Company entered in an exchangeable
capital units ("ECU") financing of $4,000,000 with RMB Resources Ltd. ("RMB"),
guaranteed by a first-ranking hypothec on the Corner Bay, Eastmain and Joe Mann
properties, and a floating charge on all other Company assets. The net proceeds
were used to complete the development at the Copper Rand Mine and to increase
working capital. The amounts borrowed can be redeemed by tranches of $500,000 on
or before May 2, 2005, at the
-13-
Company's option. On that date, RMB may elect to convert a maximum of $1,000,000
into common shares of the Company. After May 2, 2005, and before November 2,
2006, the maturity date, RMB may elect to convert part or the balance owing
under this facility into common shares of the Company. In both instances, the
rate of conversion will be $0.574 per share if the average price of the share is
less than $1.70 per share for a period of 20 days prior to conversion. If the
average price of the share for the same 20-day period is equal to or higher than
$1.70 per share, the rate of conversion will be the multiple of the average
multiplied by the rate of conversion of $0.574 per share and divided by $1.70.
The outstanding balance is to be reimbursed by the Company on November 2, 2006.
The ECU financing bears interest at LIBOR plus 3.5% and is payable quarterly. If
the Company decides not to pay the interest, RMB may elect to add the interest
payable to the balance of the loan or to convert it in common shares based on
the current market price.
The Company completed a $1,800,000 non-brokered private placement in
December 2004 through the issuance of 2,690,367 flow-through shares to private
investors. The amount raised under this private placement will allow Campbell to
pursue its exploration programs on the Meston (adjacent to the Joe Mann Mine),
Corner Bay, Jaculet and Eastmain properties into 2005.
As of March 30, 2005, 107,245,848 common shares of the Company were
issued and outstanding.
BUSINESS OVERVIEW
Campbell is a gold and copper mining company operating principally in
the Chibougamau area in northern Quebec. The two main assets of the Company are
the Joe Mann Mine and the Copper Rand Mine.
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.
After a shutdown in November 2000, Joe Mann Mine resumed activities in
November 2001 by undertaking a $5 million exploration program and development
work to permit resumption of the production in April 2002.
The breakdown of total metal sales for the last three financial years
are as follows:
Sales 2004 2003 2002*
----- --------------------- --------------------- ----------------------
Quantities $'000 Quantities $'000 Quantities $'000
---------- ----- ---------- ----- ---------- -----
Gold (ounces) 38,447 20,287 42,526 21,637 27,776 14,072
Copper (lbs) 795,000 1,422 813,000 931 502,000 466
Silver (ounces) 22,456 199 18,927 130 12,000 93
Gain (loss) on foreign exchange (75) (392) 80
------ ------ ------
Total 21,833 22,307 14,711
* Nine months of production in 2002
The gold extracted is recovered in the form of gold bars which are sold
on the gold market or included in the copper concentrate purchased by Noranda
Inc. as per the Copper Concentrate Agreement signed in 2002 for a three-year
period. Under this agreement, the price of gold is the average of the London
second fix price of the third month following the shipment.
-14-
The Copper Rand Mine, an underground gold and copper mine owned by MSV,
a wholly-owned subsidiary of the Company, is also located near the town of
Chibougamau. The Copper Rand Mine was first brought into production in 1959 by a
previous owner.
Since 2001, development work has been performed to permit the access to
the ore body between levels 4,000 and 5,000. The development work includes the
deepening of the shafts with all its infrastructure, a 3,800-foot decline ramp
with its conveyor, a raise of ventilation connected to the upper level and all
the development to access, the modification to the hoist system and the
preproduction.
The following map of the Province of Quebec shows the locations of the
mines and principal exploration properties of the Company.
CAMPBELL PROPERTIES
[GRAPHIC OMITTED]
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 (sold in 2004) 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
-15-
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 ore
body, 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.
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:
[GRAPHIC OMITTED]
----------------
Notes:
(1) See discussion of agreement with Strateco discussed under "Information
on the Company-History and Development of
-16-
the Company".
EMPLOYEES
Campbell and its wholly-owned subsidiaries employed approximately 310
persons as at December 31, 2004, of whom 233 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 2004, 2003 and 2002, there were no material strikes or walkouts.
The collective agreement for the Copper Rand Mine was renewed in 2004
and will terminate on April 30, 2009, and the collective agreement for the
Campbell Mill are renewable in 2005. Negotiations for the renewal of the
collective agreement at the Joe Mann Mine are currently underway. 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. The collective agreement for the Campbell Mill will not be
renewed at this time due to the temporally shutdown since January 2005.
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.
-17-
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.
In the period following this decision, mineral resources and reserves
were reviewed and 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 2,350 and 3,400-foot levels. The 2001 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 three 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 2,750 level.
-18-
Exploration on the 2,575 level, initiated in the fall of 1998,
encountered positive results approximately 1,000 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 2,250 and 3,450 levels in order to outline
additional mineral reserves and resources and confirm grade and potentially
identify wider zones in this area.
MINERAL RESERVES AND RESOURCES
Mineral reserves and resources at the Joe Mann Mine were reviewed
extensively by management following the temporary suspension of mining
operations in November 2000.
The following table summarizes mineral reserves and resources estimated
by management and calculated at December 31, 2004 on the basis of a gold price
of US$425 and a US/Canadian dollar exchange rate of 1.25 and at December 31,
2003 and 2002 on the basis of a gold price of US$350 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, 2004 December 31, 2003 December 31, 2002
----------------------- ------------------- --------------------
Grade Grade Grade
Tons (oz./ton) Tons (oz./ton) Tons (oz/ton)
------- --------- ------- --------- ------- --------
Proven 107,000 0.306 186,360 0.268 170,300 0.246
Probable 105,000 0.305 357,840 0.294 396,600 0.271
------- ----- ------- ----- ------- -----
Total 212,000 0.306 544,200 0.285 566,900 0.264
======= ===== ======= =====
Mineral Resources (excluding reserves)
--------------------------------------------------------------------------
December 31, 2004 December 31, 2003 December 31, 2002
----------------------- ------------------- --------------------
Grade Grade
Tons (oz./ton) Tons (oz/ton)
------- --------- ------- --------
Measured 214,000 0.246 106,100 0.229 86,500 0.244
Indicated 257,000 0.289 752,970 0.264 769,700 0.314
---------------
Notes:
(1) These estimates were verified internally by Jean Tanguay (2003-2004)
and by Linda Desjardins (2002), both Qualified Persons 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,
2002, 2003 and 2004.
CALCULATION METHOD Data bloc modelling
------------------ -------------------
Cut off grade 2002 (2003) (2004) 0.175 oz Au/T (0.2000) (0.250)
High-grade cut Au 2.0 oz
Dilution 2002 (2003-2004) 5 ft. (6 ft) min. horz. Width
Mill recovery (Au) 2002 (2003) (2004) 94% (93%) (85%)
Price assumption (Au) 2002, (2003) (2004) US$350/oz (US$400/oz) (US $425/oz)
Exchange rate Can$/US$ 2002 (2003) (2004) 0.667, (0.769) (0.80)
-19-
The total estimated proven and probable mineral reserves at the Joe
Mann Mine decreased by 332,200 tons from 544,200 tons at December 31, 2003 to
212,000 tons at December 31, 2004. After taking into account production during
2004 of 185,490 tons grading 0.230 ounces of gold per ton, and the increase of
the cut off grade from 0.200 opt AU to 0.250 opt AU.
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.
Exploration activity at Joe Mann mine was gradually scaled down in
2004. The depth extension of the West Zone below the 2900 level was deceiving
and others targets tested which could have been accessible within the mine
infrastructure did not return significant results considering that a cut off
grade of 0.30 opt Au over 6 feet was required to be mined profitably. Therefore,
at December 31, 2004 reserves and resources at the Joe Mann Mine were as
follows:
TONS (SHORT) AU (OPT)
------------ --------
RESERVES
Proven 107,000 .306
Probable 105,000 .305
------- ----
TOTAL RESERVES 212,000 .306
======= ====
RESOURCES
Measured 214,000 .246
Indicated 257,000 .289
------- ----
TOTAL RESOURCES 471,000 .269
======= ====
Inferred 180,000 .191
------- ----
Notes:
Information on calculations of mineral reserves and resources at Joe
Mann:
- All data verified by J. Tanguay, Chief Geologist at the Joe Mann Mine
and by A. Blais Vice President Development and Geology for Campbell;
- Economic parameters: Au = US$425/oz, Cu = US$1.25/lb US$/Can$ = 1.25;
- All high gold grades brought back to 2.0 opt Au;
- Method used, polygon on orthogonal projection. Cut off = 0.25 opt Au
(reserves); 0.20 opt Au (resources); Recovery = Au : 85%
There is no underground exploration program scheduled for 2005 at the Joe Mann
Mine. However, exploration from surface to identify potential target in vicinity
of the mine infrastructure is scheduled.
-20-
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 scheduled for the end of April 2004.
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.
-21-
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.
In 2003 and 2004 mining at Joe Mann was essentially carried out using
the long hole mining method.
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
---------------------------------
2004 2003 2002(1)
-------- -------- --------
Tons Milled 185,490 182,768 134,328(4)
Gold Grade (oz./ton) 0.230 0.252 0.236
Copper Grade (%) 0.23 0.23 0.26
Gold Produced (ounces) 39,175 42,749 32,500(3)
Copper Produced (000's lbs.) 801 806 502
Cash Operating Costs(2) (US$ per oz. of gold) $ 411 $ 375 $ 359
------------
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 was 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
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. Since January 2005, the ore
from the Joe Mann Mine is transported and processed to the Copper Rand Mill
instead of the Campbell mill to optimize physical and human resources.
-22-
EMPLOYEES
At the Joe Mann Mine (including the mill & administration), 165 persons
were employed as of December 31, 2004, compared to 182 persons as of December
31, 2003. Of the 165 employees, 115 mine workers were covered by a collective
bargaining agreement with CSN, 15 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 2004, 2003 and 2002, there were no material strikes or walkouts at the
Joe Mann Mine.
Negotiations for the renewal of the collective agreement at the Joe
Mann Mine are currently under way. This agreement terminated on December 31,
2004.
In February 1999, CSN, the union representing the hourly mine workers
at the Joe Mann Mine, supported the implementation of the new work schedule and
agreed to a two-year extension to the then 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 at the Campbell Mill, 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. 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. No royalty was paid in 2002.
For the years ended December 31, 2003 and 2004, $394,274 and $239,444
respectively were paid to Repadre under this agreement. From May 1993 to the end
of 2004, an aggregate of approximately $4,724,000 was paid pursuant to this
royalty.
In late 2001 and during fiscal year 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.
-23-
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 February 2, 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 $786,000 was posted as at December 31,
2004. The plan for the Campbell Mill site is awaiting approval. The appropriate
method of re-mediating acid spots, which have appeared on 50 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 $3,408,000 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.
-24-
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
carried out in 2001 and 2002 by SOQUEM.
In 2002, a further amending agreement was entered into between SOQUEM
and Meston under which SOQUEM earned a 35% interest in the Meston property and a
40 % interest 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.
In 2004, $562,000 was spend, by Meston (65%) and SOQUEM (35%), in
diamond drilling and ground geophysics surveys on Meston property.
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 the Copper Rand Mine, the Cedar Bay Property (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.
-25-
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, 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.
In December 2004, Campbell, through MSV, acquired the remaining 24%
interest in CCR equally held by the Partners by the issuance of 5,853,660 common
shares of the Company as consideration for the 60,000 common shares of CCR held
by the Partners.
FINANCING OF THE COPPER RAND PROJECT AND DETAILS OF THE MANAGEMENT OF
THE COPPER RAND PROJECT
MSV transferred the operating assets for the Copper Rand Project to
CCR, and MSV and its Partners then held 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
-26-
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 part of their interest in CCR into convertible
debentures of MSV increasing MSV interest in CCR to 26%. MSV issued an aggregate
of $2.5 million of debentures bearing interest at a base rate of 8% annually
escalating based on metal prices and CCR's production levels. The debentures
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 $5,5
million had been drawn at December 31, 2004. The loan provides that interest
payment commences in June 2005 and repayment commences in June 2005 (in 16
quarterly payments). Under the loan and credit facility agreement, CCR has
granted to Investissement Quebec a five-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
approximately $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. The ventilation raise, work on
installing the conveyor and pre-production development are completed. Commercial
production will start in 2005 at an initial rate of 1,000 tons per day and will
increase, mid-year 2005, to 1,200 tons. However, due to the delay in
commencement of production, additional financing has been required. 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 first half of 2005 due to the
suspension of the project in June 2003 while awaiting the financial
reorganization of CCR.
-27-
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
was 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 10,458,894 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 started in the first half of 2005 with annual production
projected to be in excess of 29,000 ounces of gold and 15,000,000 pounds of
copper. During the 2004 fiscal year, capital expenditures and exploration costs
totalled $26,482,000, ($10,422,000 in 2003). The estimate of capital expenditure
and exploration costs for 2005 is $7,000,000. Campbell plans to complete this
work using cash generated by mine production and future private placements.
OTHER ASPECTS OF THE COPPER RAND PROJECT
MSV is the operator of the Copper Rand Project. The management
committee is comprised of five members.
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 15 to
20% of the gangue on average.
-28-
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
As of December 31, 2004, the mineral reserves and resources at the Copper Rand
Mine were as follows:
TONS (SHORT) CU (%) AU (OPT)
------------ ------ --------
RESERVES
Proven 422,000 2.71 .069
Probable 1,123,000 1.51 .090
--------- ---- ----
TOTAL RESERVES 1,545,000 1.84 .084
========= ==== ====
RESOURCES
Indicated 537,000 1.69 .093
------- ---- ----
TOTAL RESERVES 537,000 1.69 .093
======= ==== ====
Inferred 423,000 2.26 .085
------- ---- ----
Notes:
Information on calculations of mineral reserves and resources at Copper
Rand:
- All data verified by L. Desjardins, Chief Geologist at the Copper
Rand Mine and by A. Blais Vice President Geology and Development for
Campbell;
Economic parameters: Au = US$425/oz, Cu = US$1.25/lb US$/Can$=1.25;
All high gold grades brought back to 0.40 opt Au; All high copper
grades brought back to 6.0%;
Method used, polygon on orthogonal projection. Cut off = $40 NSR; Mill
recovery = Au : 90% Cu = 98%
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.
-29-
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 $4.4 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, 2004 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 MENVIQ 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 the 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.
EMPLOYEES
As at December 31, 2004, MSV had approximately 135 full time employees
at the Copper Rand Mine compared to 81 at December 31, 2003 and 332 at the end
of 1996 prior to the suspension of operations, as previously described. At the
Copper Rand Mine, 99 employees were covered by a collective bargaining agreement
with the United Steelworkers of America. The collective agreement has been
renewed for a period of five years in 2004.
-30-
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 at any time after February 26, 1998 for $750,000.
In addition, SDBJ is entitled to a royalty of $0.250 per ton of ore
milled at the Copper Rand Mill during the first two years following the
acquisition. This royalty increases to $0.375 per ton of ore milled thereafter.
Finally, SDBJ is entitled to a royalty premium of $0.250 per ton of ore milled
if the net smelter return per ton of ore produced at the Copper Rand Mill
exceeds a base amount of $70 a ton. The base amount of $70 per ton is to be
indexed quarterly based upon the Consumer Price Index published by Statistics
Canada, 1993 being the base year. The SDBJ royalty is payable monthly. This
royalty may also be repurchased 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.
-31-
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
a 2% net smelter royalty.
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 2005, considering the raise of copper
price, the feasibility of developing the Corner Bay Property will be
reconsidered.
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 degrees 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 degrees 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.
-32-
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%)
---- -----
Measured 474,200 5.22
Indicated 357,400 5.33
Inferred 282,900 5.41
------------
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 3.00 % Cu
High-grade cut(Cu) None
Dilution Long hole: 15% Shrinkage: 20%
Mill recovery(Cu) 95%
Price assumption (Cu) 1.25US$/pound
Exchange rate Can $/US$ 0.80
Year of calculation Feb 2005
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).
THE EASTMAIN MINE
LOCATION AND TITLE
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.
-33-
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 MENVIQ.
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 degrees and dip approximately 30 degrees to 40
degrees 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.
-34-
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 0.294
-----------
Notes:
(1) These estimates were verified internally by Alain Blais, a Qualified
Person who has been employed as a geologist in the Chibougamau area
since 1979.
(2) Details and parameters of mineral resource calculations are as follows:
CALCULATION METHOD Bloc / horizontal. Long sect.
Cut off grade 0.126 oz Au/T
High-grade cut(Cu)/(Au) None / 2.0 oz
Dilution 28%
Mill recovery(Cu)/(Au) 95 / 90%
Price assumption(Au Cu) US$375/ oz
Exchange rate Can $/US$ 0.70
SURFACE INFRASTRUCTURE
Since 1994, MSV has invested more than $30 million to complete surface
infrastructures and pre-production work, including the construction of a
180-kilometre winter road linking the mining camp with Route l67, upgrading the
airstrip to bring in supplies and transport personnel, installing 4.4. million
litre fuel storage tanks, building a mine water settling pond, constructing and
renovating the main camp and surface facilities, purchasing mining equipment and
dewatering the main ramp and exploration drifts.
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, scoop trams and diesel trucks.
-35-
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 profit interest in the 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, 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.
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.
-36-
The main projects are the Discovery project (the "Discovery Project"),
the Chevrier project (the "Chevrier Project"), 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 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, 2004
Strateco had incurred $2.5 million in exploration expenses since the beginning
of their option. ($1.5 million in 2003). Strateco is planning to spend $1.0
million in exploration work on Discovery for 2005.
LOCATION, ACCESS AND OWNERSHIP
The Discovery Project is comprised of the contiguous Desjardins,
Borduas-Martel and Cameron properties. All these 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 profit 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.
The Cameron property consists of 55 claims covering 1,599 hectares.
This property was transferred to GeoNova by Strateco in September 2003.
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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.
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.
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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 factors 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 grade of 2.0 g/t Au the
indicated and inferred mineral resources are respectively 775,400 tons at 0.147
opt Au with an average thickness of 6.08 metres and 1,562,100 tons at 0.150 opt
Au with an average of 7.23 metres. Using a cut off grade of 3.0 g/t Au, the same
categories show respectively 558,200 tons at 0.178 opt Au with an average
thickness of 3.08 metres and 1,068,600 tons at 0.188 opt Au with an average
thickness of 3.19 metres. Using a cut off grade of 4.0 g/t Au for ore blocks and
a cut off grade of 3.0 g/t Au for samples, the same categories show respectively
471,400 tons at 0.178 opt Au with an average thickness of 3.32 metres and
907,200 tons at 0.188 opt Au with an average thickness of 3.46 metres. This last
scenario is the one retained by GeoNova for resources publication. Also, in this
last scenario, the indicated resources are divided into two sub categories:
82,800 tons at 0.178 opt Au has indicated resources of category (I) and 388,600
tons at 0.171 opt Au has indicated resources of category (II)). The category (I)
represents mineralization within a radius of 10 metres of the drill intersection
where as the category (II) represents mineralization within a radius of 10-25
metres of the drill intersection.
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 on February 20, 1997, April 30,
1999, October 15, 1999, November 30, 2000 and July 19, 2002 GeoNova 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 cash 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 on 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%.
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.
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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 14 lenses in the Chevrier
zone. Inferred mineral resources at December 31, 2000 are estimated at 3.8
million tons grading 0.149 oz/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).
-40-
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. 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. 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.
This property has been sold to Metanor in the last quarter of 2004 for
a total consideration of $2,300,000.
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 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.
In 2004, the Company, through its wholly-owned subsidiary GeoNova,
concluded an agreement with Metanor to sell all of its interest in the Bachelor
Lake Property. Metanor acquired 100% of the rights, titles, interest and the
Wolfden option. The purchase price represented $2,300,000, of which $100,000 was
paid on the offer acceptation date, $200,000 on the conclusion date and the
balance is scheduled to be paid on June 30, 2005 at the latest. The outstanding
balance of the purchase price is unsecured and bears interest at 10% from
December 1, 2004, repayable with each capital payment. In the event that the
purchase price balance remains unpaid on July 1, 2005, the Company will be
allowed to cancel the transaction without any reimbursement of capital and
interest payments made by Metanor. The Sale and Purchase Agreement provides for
Metanor to assume the obligations of GeoNova under the Wolfden option and Joint
Venture Letter of Agreement dated June 18, 2003 and to assume together with
Wolfden the royalty payments to be paid once the Bachelor Lake Property is put
into production.
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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.
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.
-42-
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.
By July 31, 2002, SOQUEM acquired its 50% interest in the property and
formed a joint venture with GeoNova. In July 2004, Ressources Minieres Normabec
ltee ("Normabec") signed an agreement with SOQUEM and GeoNova under which
Normabec has the option to acquire an initial 60% undivided interest in the
property in consideration of $1.0 million in exploration work carried out by
December 31, 2006. The exploration work should include 15,000 meters of diamond
drilling and the first $0.5 million has to be spent before January 1, 2006. An
additional 20% undivided interest can be acquired by Normabec by spending $0.5
million before January 1, 2008.
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.
-43-
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
This report provides management's point of view on the past performance
and future outlook of Campbell and offers supplementary information to the
consolidated financial statements through an analysis of historical performance,
the current situation and future prospects.
The information below presents the items management considers important
in ensuring a better understanding of the financial situation and operating
results of the last three years ended December 31, 2004, as well as for future
results. These are as follows:
>> Summary: A summarized presentation of initiatives, consolidated results
and the financial situation as well as the main factors impacting those
results and the outlook for 2005.
>> Changes to accounting principles: A presentation of the most recent
changes to accounting principles and practices impacting current
results.
>> Critical accounting principles: An analysis of the various accounting
principles that significantly impact the value of net assets,
liabilities, income and/or expenses in the Company's consolidated
financial statements, and how their application requires management to
present estimates and significant assumptions.
>> Consolidated financial results: A discussion of the results of the last
three years.
>> Summaries of quarterly results: A review of the factors that have led
to variations during the quarters and that are required in order to
understand the evolution of overall trends in operations.
>> Liquidities and capital resources: The evolution of liquidities and the
current situation, as well as a discussion of the various capital
resources and financing activities, including contractual obligations.
>> Risk factors.
SUMMARY
Campbell is a junior mining company that operates underground gold and
copper mines and whose properties are mainly located in the greater Chibougamau
area. The town of Chibougamau is the last major urban centre of any importance
before Northern Quebec. The area's population base provides the manpower and
services required by the Company for its operations.
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ACHIEVEMENTS
Following a refocusing of its activities in 2001, the Company
concentrated its activities in Quebec, divesting its subsidiaries in Mexico and
Panama for proceeds of $2,300,000 ($1,500,000 in cash and the balance in common
shares).
In November 2001, the Company resumed development activities at the Joe
Mann Mine and commercial production started in April 2002.
On June 30, 2001, Campbell merged with MSV and GeoNova, thus acquiring
an interest of 26% in the Copper Rand Mine, where development activities had
begun in March 2001. With the merger, Campbell also increased its interest in
mining properties in the Chibougamau area mining camp and added the Copper Rand
mill, the region's second mill, to its holdings.
In 2002, Campbell entered into an agreement with Strateco, granting
Strateco the option to acquire a 50% interest in the Discovery Project, in
Bruneau and Desjardins townships in Quebec, by incurring $4,500,000 in
exploration costs and by issuing 600,000 common shares of Strateco stock and
300,000 warrants over a four-year period. This property, located outside the
Chibougamau mining camp area, has attractive potential. In 1997, GeoNova won the
"Prospector of the Year" award from the Association des prospecteurs du Quebec
for its earlier exploration results.
On October 1, 2003, the Company acquired an additional 50% stake in the
Copper Rand property, giving it control over the development and future
production of the mine.
Also in 2003, the Company entered into an agreement whereby Wolfden
could acquire 50% of the Bachelor Lake property in the Lesueur township of
Quebec by incurring $3,000,000 in exploration costs over a three-year period and
paying $100,000 annually in cash in the first two years.
In the fourth quarter of 2004, the Company accepted an offer to
purchase from Metanor for the Bachelor Lake property, including the Wolfden
option, for a total consideration of $2,300,000, including a $300,000 cash
payment. The balance of sale carries interest at a rate of 10% per annum,
starting December 1, 2004, and is payable from the net proceeds of any private
placement or public offering that Metanor may close before June 30, 2005. At the
time of preparing the annual financial results, Metanor had not closed any
placement and the Company therefore had to make a provision for a balance owing.
Finally, on November 30, 2004, Campbell acquired the outstanding
interests of minority shareholders, thus giving it 100% of the property rights
of the Copper Rand Mine and mill. Commercial production was launched in March
2005.
Among the properties acquired in the region, Campbell is reviewing the
pre-feasibility studies on the Corner Bay project, in light of the results
obtained during the last drilling program, and has initiated steps to obtain the
permits required to develop an access ramp and two levels in the ore deposit.
This will complete the pre-feasibility study aimed at starting up production in
this deposit, of which the resources are currently estimated at 1,114,500 short
tons at a grade of 5.30% Cu. Management is optimistic at this time that the
feasibility study will be positive and the Corner Bay project could be the next
mine in operation in the area.
Campbell continued its exploration efforts and looked at other projects
that have good potential, such as the Eastmain Mine north of Chibougamau.
-45-
These initiatives demonstrate management's determination to create
value for shareholders by increasing production and reserves through internal
growth, to acquire properties with added value, maintain its operational
flexibility, and minimize costs.
CONSOLIDATED RESULTS
The Company has experienced rapid growth since 2001; its work force has
increased from 30 employees in 2001 to over 310 at the end of 2004. Constant
effort is made to meet its objectives. Operations are continually monitored,
with particular attention paid to problems at the Joe Mann Mine. Results since
operations resumed at the mine have been disappointing, but decisions are being
made regularly to improve the situation.
SUMMARY OF FINANCIAL RESULTS
Years ended December 31 2004 2003 2002*
----------------------- ------- ------- -------
Net loss (in thousands of $) 8,192 3,940 5,361
Net loss per share 0.08 0.07 0.13
Gross metal sales (in thousands of $) 21,833 22,307 14,711
Mining expenses (in thousands of $) 20,853 21,516 16,207
Short tons produced 185,490 182,768 134,328
Gross sales per ton 117.70 122.05 109.51
Mining expenses per ton 112.42 117.72 120.65
Ounces of gold sold 38,447 42,526 27,776
Average selling price ($/oz) 531 514 501
Production cost ($/oz) 535 515 559
Grade (oz/t) 0.230 0.252 0.236
Recovery 91.72% 92.85% 87.48%
====== ====== ======
* Nine months of production in 2002
The preceding chart presents a summary of the financial results. The
net loss for 2004 was $8.2 million or $0.08 per share, including the Joe Mann
Mine writedown of $1.8 million. The net loss for 2003 was $3.9 million or $0.07
per share, including a gain of $2.3 million on the disposal of subsidiaries. The
net loss for 2002 was $5.4 million, including proceeds of $0.8 million from the
disposal of subsidiaries and exceptional revenues of $0.7 million from the
clean-up of the Campbell Mill.
Production volumes at the Joe Mann Mine do not cover general
administration and site maintenance expenses. Since 2002, metal sales have all
come from the Joe Mann Mine and, since the resumption of commercial production
in April 2002, it has proven difficult to maintain the volume required to break
even. In 2004, the Joe Mann Mine produced the highest tonnage since operations
resumed, but production remained at only 88% of budget. The type of deposit and,
more particularly, the width of the veins require close monitoring of the
openings. The vein in the main zone has a true width of 6-24 inches. A 6-foot
rather than 5-foot opening therefore considerably reduces the grade per ton.
Strict adherence to the mining plans is required in order to reduce this
dilution. Personnel training is also a key factor for success. In 2004, dilution
was about 20%, a distinct improvement over 2003. However, the ore produced
contained the lowest gold grade obtained since operations resumed. In 2004,
38,447 ounces of gold were sold compared with 42,526 ounces in 2003 and the
54,995 ounces of gold budgeted. Mill recovery depends on the grade of the ore;
the higher the dilution, the lower the recovery. Sustained efforts have
maintained the average yearly production at 184,000 short tons, which barely
covers operating expenses. Operating costs per ton have improved year to year,
from $120.65 per ton in 2002 to $112.42 per ton in 2004. A review of the mining
plan was therefore made, and low grade ore deposits are being left aside. The
December 31, 2004 update of mineral reserves and resources takes this into
account. This reduction in reserves shortens the lifespan of the mine.
-46-
Results for 2005 should be more encouraging. General administration and
site maintenance expenses will be supported by revenues from both the Joe Mann
and the Copper Rand Mines. Also, the metal market, principally copper, is
showing sign of better prices for producers for 2005 and 2006. Analysts foresee
an average price higher than US$1.17 per pound for copper for the next two
years. With the startup of Copper Rand, copper production for 2005 is forecasted
at 15 million pounds.
FINANCIAL RESULTS
Campbell's financial situation as at December 31, 2004 and 2003 is as
follows:
As at December 31 2004 2003
----------------- ------ ------
(in millions of dollars) $ $
Debt* 17,055 10,906
Shareholders' equity 54,585 45,803
Cash and cash equivalents 1,191 4,752
===== =====
* Net of assigned restricted deposits and exchange agreements
As of December 31, 2004, total debt was $66.5 million; $49.5 million of
this represents the Guaranteed Subordinated Debentures and the Guaranteed
Non-Cumulative Redeemable Retractable Preferred Shares.
These debts will be reimbursed with the assigned restricted deposits
and Exchange Agreements, for which the fair value is estimated to be equivalent.
The balance of debt is $17.0 million after consideration of the previous items.
Cash and cash equivalents amounted to $1.2 million, with a negative
working capital as of December 31, 2004.
Operating activities, excluding variations in non-cash working capital,
used $4.0 million in 2004 ($2.5 million in 2003 and $2.6 million in 2002). Over
the past three years, Campbell has invested over $36 million in development,
underground exploration, and the acquisition of equipment related to the
resumption of production and the renewal of mineral reserves for both mines, $28
million of which was expended in 2004. In the final quarter of 2004, the Copper
Rand Mine began to produce a few tons of ore, in this, its development stage.
These major investments have impacted the financial situation. The transition
from the end of the development stage to the startup of commercial production is
critical, and it has taken longer than expected. Income from metal sales has
therefore been delayed. Working capital was used to finance this delay.
In the fourth quarter of 2004, two financing agreements were finalized.
The first went toward financing the settlement receivables for the sale of
copper concentrates, while the proceeds from the second went to completing the
Copper Rand Mine development, not including the impact caused by the delays.
The current financial situation will be corrected in 2005, when
revenues from the Copper Rand Mine operations will improve working capital.
-47-
CHANGES IN ACCOUNTING PRINCIPLES
IMPAIRMENT OF LONG-LIVED ASSETS
Campbell has adopted the new CICA Handbook Section 3063, "Impairment of
Long-lived Assets". This new section has had an impact on the write-down of the
Joe Mann Mine. Before the adoption of this new section, mining properties were
reviewed for impairment whenever events or changes in circumstances were such
that that the book value of such assets might not be recoverable.
Therefore, if the estimated future net undiscounted cash flows were
less than the book value, then the write-down would equal the difference between
total cash flows and book value. The cash flows were not discounted, as
recommended now by the new section. In 2004, Campbell wrote down the value of
the Joe Mann property by $1.8 million, taking into account discounted cash
flows, as recommended by the new Section 3063.
FLOW-THROUGH SHARES
Under the new recommendation of the Abstract 146 of the Emerging Issues
Committee ("EIC") of the CICA, "Flow-Through Shares", the net loss for 2004 was
reduced by $550,000. In the past two years, Campbell has issued flow-through
shares for the purpose of completing surface exploration programs.
In 2003 and 2004, the expenditures relative to exploration renounced in
favour of investors were $1.5 million and $1.8 million, respectively. The EIC
recommends that a company record a future income tax liability and a reduction
to the capital stock followed by a reversal of the valuation allowance and a
reduction of the income tax expense in the income statement when the company has
reasonable assurance that the renounced expenditures will be made. In accordance
with the recommendation, the Company has judged more likely than not that the
exploration will be carried out in 2005. Consequently, the tax credit for
expenditures relative to exploration to be carried out in 2005, but renounced in
2004 under the flow-through shares issued in 2004, has been recorded in the 2004
financial statements. The recommendation applies only to shares issued after
March 2004.
CRITICAL ACCOUNTING PRINCIPLES
Preparation of the financial statements in accordance with Canadian
GAAP requires management to make estimates and assumptions that affect assets,
liabilities, revenues and expenses. These estimates are based on management's
knowledge of its sector of activity, on historical and current information, on
foreseeable future variations, and on available information. These estimates and
assumptions are subject to change over time. All accounting principles requiring
estimates and assumptions from management are therefore critical.
DEPRECIATION OF LONG-TERM ASSETS
The new standards regarding the depreciation of long-term assets are
highly critical for the Company because of the requirement to come up with a
multitude of estimates and assumptions. Future cash flows are based on estimated
mineral resources with estimated grades and estimated recovery levels. Metal
sale prices and exchange rates are also estimated. Production levels, costs of
production, development costs, milling expenses, restoration expenses and
capital costs are also estimated on the basis of current methods. The discount
rate is also estimated. In the course of a mine's lifespan, the Company will be
faced with several internal and external factors that can lead to significant
differences between forecasted and actual results. The impact of all these
estimates on the assets concerned and on actual results can be significant.
-48-
DEPRECIATION AND AMORTIZATION
Mining properties are amortized using the unit-of production method,
which is based on their proven and probable reserves. This amortization can vary
considerably if changes occur in the factors or assumptions used in determining
the reserves. The results from exploration activities can impact reserves in a
substantial way. Variations in metal prices or currency or differences between
actual and estimated production costs, as well as variations in ground
conditions or modifications to a geological interpretation, can also influence
reserve calculations. These are all risks inherent to the mining industry.
FINANCIAL INSTRUMENTS
Campbell does not use derivative instruments to hedge risks related to
foreign exchange rates and metal prices. Fluctuations in these factors can have
a noticeable impact on results, on the financial situation, and on various asset
and liability items.
The Company holds notes receivable for a total amount of $26 million,
bearing interest at an annual rate of 6.25%. The fair value of these notes is
approximately equal to the book value, given the nature of the transactions
underlying these notes receivable. The counterparties, individuals or companies,
have each acquired a minimum of 20 royalty units and have paid a minimum of
$40,000 in capital. As of the date of this report, no unitholder has defaulted.
With a due date of February 2011, the maximum credit risk would be the nominal
amount of the notes receivable.
ASSET RETIREMENT OBLIGATIONS
The mining sector is subject to several laws and regulations, including
those concerning the environment. Campbell has adopted the recommendations of
Section 3110 of the CICA Handbook, "Asset Retirement Obligations".
To this end, the Company must evaluate cash flows and their occurrences
in the future. This is based on the estimated useful life of the operation.
Consequently, just like the amortization and depreciation of long-term assets,
the lifespan of an operation is estimated on the basis of geological reserves.
An increase or a decrease in these reserves may change the period of time during
which operations are conducted, and may impact the fair value of the obligation,
the value of the asset and the expenses charged to results over time.
Non-discounted cash flows may fluctuate based on changes to regulations
or a revision of the initial estimate. This re-evaluation also impacts the
obligation liability, the value of the asset and expenses charged to results.
CONSOLIDATED FINANCIAL RESULTS
Although gold and copper prices were higher, metal sales in 2004 were
below those of 2003 due to an average grade of 0.230 ounces per ton compared
with 0.252 ounces per ton in 2003 and 0.236 ounces per ton in 2002. Since the
resumption of operations, ground conditions in certain stopes have created
dilution problems. Solutions to reduce dilution are currently being evaluated.
As a result of the efforts of all of Campbell's personnel, production
costs were reduced by $0.7 million to $20.9 million at the Joe Mann Mine.
-49-
Plant and equipment are mainly amortized using the unit-of-production
method, based on proven and probable reserves. In 2004, the reduction in
reserves had the effect of increasing depreciation.
PRODUCTION DATA
Sales 2004 2003 2002*
----- --------------------- --------------------- ----------------------
Quantities $'000 Quantities $'000 Quantities $'000
---------- ----- ---------- ----- ---------- -----
Gold (ounces) 38,447 20,287 42,526 21,637 27,776 14,072
Copper (lbs) 795,000 1,422 813,000 931 502,000 466
Silver (ounces) 22,456 199 18,927 130 12,000 93
Gain (loss) on foreign exchange (75) (392) 80
------ ------ ------
Total 21,833 22,307 14,711
====== ====== ======
* Nine months of production in 2002
Administration costs rose to $2.5 million in 2004, up from $1.8 million
in 2002 and 2003. The increase is due to the recognition of costs related to the
Employee Incentive and Directors' Stock Option plans ($0.4 million), salary
indexation, capital tax and auditors' fees.
A $1.5-million surface exploration program, funded by flow-through
shares issued in 2003, was completed in 2004. Part of the exploration program
focused on targets identified during previous campaigns in the Chibougamau
mining camp and amounted to $0.7 million. The Corner Bay project, whose cost was
capitalized to the cost of the property, was the subject of a $0.9-million
drilling campaign.
In 2004, interest expenses on long-term debt were $0.4 million compared
to $0.8 million in 2003 and $0.7 million in 2002. Final reimbursement in
February 2004 of the credit facility on the Joe Mann Mine and the conversion
into shares of the matured Convertible Subordinated Debentures in July 2004, are
responsible for this difference.
In 2004, Campbell realized a gain of $0.8 million, of which $0.4
million came from the sale of Queenstake shares, obtained in 2003 in partial
payment of the sale of the Mexican subsidiaries. This sale generated gains of
$2.3 million in 2003 and $0.8 million in 2002.
SUMMARY OF QUARTERLY RESULTS
Metal production was 41,557 tons for gross metal sales of $5.6 million
in the fourth quarter of 2004, compared with the 40,152 tons and 45,264 tons
produced in the same quarter in 2003 and 2002 respectively. Metal sales for the
same period in 2003 and 2002 were $5.2 million and $7.4 million respectively.
Production losses for the fourth quarter of 2004, 2003 and 2002 were
$3.9 million, $1.3 million and $1.9 million respectively. A $1.8-million
write-down on the Joe Mann property, and exploration costs of $0.7 million, are
included in the loss for 2004.
The net loss in the fourth quarter of 2004 was $3.0 million compared
with losses of $1.3 million and $1.9 million in 2003 and 2002 respectively.
The summary on the following page presents quarterly production data
for the last three years.
-50-
LIQUIDITIES AND CAPITAL RESOURCES
As of December 31, 2004, short-term assets amounted to $12.4 million or
$7.8 million more than short-term liabilities. As of December 31, 2003,
short-term assets amounted to $15.7 million and working capital was $7.1
million. Since the start of 2004, the Company has invested a total of $28.1
million in development work and in the purchase of fixed assets at both the
Copper Rand and Joe Mann mines, with $6.5 million expended in the last quarter.
In 2004, the Company cashed in short-term notes for an amount of $0.6
million related to the 2002 and 2001 royalty sale, and received $1.7 million in
interest earned on these notes and on long-term notes, compared with cash
receipts of $1.9 million and interest of $1.7 million in 2003.
In 2004, the Company received the $5.5-million balance on the loan
facility from Investissement Quebec to finance development at the Copper Rand
Mine. It also received $1.2 million for the 2002 refundable mining tax credits
on the Copper Rand Mine, as well as a $0.3-million refund on the 2001 and 2002
mining tax credits for the Joe Mann Mine.
The Company also closed two financings in the fourth quarter of 2004.
On October 8, 2004, the Company obtained a line of credit of US$8 million from
Auramet Trading, LLC, to finance 90% of the payable copper and silver content
and 100% of the payable gold content included in the concentrate shipped to
Noranda's smelting facilities. Receivables are also in U.S. dollars. This line
of credit allows the Company to receive the value of the payable content the
second working day following receipt of the concentrate by Noranda instead of
the fourth month following the month of shipment. These advances bear interest
at the London Interbank Offer Rate (LIBOR), plus 2.5%. To secure this financing,
the Company assigned its settlement receivables to the Lender. This line of
credit expires on December 31, 2005, with the Lender having the option to renew
the facility for an additional two-year period. On closing, the Company paid a
fee of US$100,000 and issued 200,000 warrants for a 3-year period, giving the
Lender the right to subscribe to 200,000 shares at a price of $0.65 per share.
The fair value of these warrants was estimated to be $69,000 at the date of
closing. This amount was added to the deferred charges and is amortized over the
financing period.
QUARTERLY PRODUCTION DATA FOR THE LAST THREE YEARS
2004 Q-1 Q-2 Q-3 Q-4
---- --- --- --- ---
Tons produced 46,323 53,868 43,742 41,557
Grades
Au (oz./t) 0.204 0.229 0.235 0.256
Cu (%) 0.19 0.21 0.24 0.27
Ag (oz./t) 0.142 0.157 0.182 0.199
Recovery
Au (%) 91.43 91.80 92.01 91.60
Cu (%) 93.50 95.95 95.72 96.04
Ag (%) 68.92 72.62 75.90 77.10
Metal produced
Au (oz.) 8,642 11,308 9,472 9,754
Cu (lbs) 166,253 220,065 198,990 215,324
Ag (oz.) 4,535 6,135 6,057 6,392
----- ----- ----- -----
-51-
2003
Tons produced 49,011 49,864 43,741 40,152
Grades
Au (oz./t) 0.253 0.233 0.296 0.227
Cu (%) 0.21 0.23 0.27 0.22
Ag (oz./t) 0.145 0.137 0.177 0.151
Recovery
Au (%) 91.82 92.86 94.02 92.55
Cu (%) 93.20 94.80 96.88 95.33
Ag (%) 67.98 67.74 73.67 72.88
Metal produced
Au (oz.) 11,370 10,772 12,163 8,442
Cu (lbs) 196,052 212,778 227,288 169,989
Ag (oz.) 4,821 4,634 5,708 4,430
----- ----- ----- -----
2002
Tons produced - 48,931 40,133 45,264
Grades
Au (oz./t) - 0.237 0.217 0.253
Cu (%) - 0.19 0.19 0.23
Ag (oz./t) - 0.139 0.144 0.161
Recovery
Au (%) - 91.81 88.43 92.51
Cu (%) - 86.05 93.60 93.57
Ag (%) - 57.18 41.84 70.18
Metal produced
Au (oz.) - 9,487 7,714 10,583
Cu (lbs) - 158,315 141,365 198,164
Ag (oz.) - 3,889 2,424 5,123
----- ----- -----
The second is a bridge financing with RMB, for a maximum of $4,000,000
guaranteed by a first-ranking encumbrance on the Corner Bay, Eastmain and Joe
Mann properties, and a floating charge on all other Company assets. This
financing was used for development work at the Copper Rand Mine. This credit
facility is reimbursable on or before May 2, 2005, at the Company's discretion.
On that date, RMB will have the right to convert a maximum amount of $1,000,000
into common shares of the Company. After May 2, 2005, and before November 2,
2006, RMB may convert the balance owing under this facility into common shares
of the Company. In both instances, the rate of conversion will be $0.574 per
share if the average share price is less that $1.70 for a period of 20 days
prior to the conversion. If the average share price for the same 20-day period
is equal to or higher than $1.70 per share, the rate of conversion will be the
period average multiplied by the conversion rate of $0.574 per share, divided by
$1.70. The outstanding balance on the loan is to be repaid by the Company on
November 2, 2006. Interest at LIBOR plus 3.5% is payable quarterly or added to
the balance of the loan. Fees of $200,000 were paid to the Lender on closing.
The Company has estimated the fair value of the right to convert the debt, as of
the date of signature, at $0.5 million, using the Black and Scholes evaluation
model.
-52-
The Company also finalized the sale of the Bachelor Lake property to
Metanor for $2,300,000. A first payment of $100,000 was received on signing of
the initial offer; a payment of $200,000 was made on closing; the balance,
bearing interest at 10% beginning December 1, 2004, will be paid from the net
proceeds of any private placement or public offering Metanor may close before
June 30, 2005. Should the buyer not pay the total balance of sale, plus accrued
interest, before June 30, 2005, Campbell has the right to cancel the sale
without returning the sums received. As at December 31, 2004, Campbell recorded
an allowance equivalent to the outstanding balance.
In addition to the liquidities outlined above, the Copper Rand Mine
development was financed through private placements closed in the first two
quarters of 2004, which generated net proceeds of $8.1 million. These private
placements were composed of 11,023,000 units at $0.80 per unit: each unit
included one common share and one-half of one common share purchase warrant.
Each warrant entitles the holder to purchase one common share at $1.20 per share
until March 11, 2007. The fair value of the warrants at the date of issue was
estimated at $2.0 million.
In July 2004, the $3.4-million Convertible Subordinated Debentures,
bearing interest at 7.5% per annum, were repaid in shares at the conversion rate
of US$5.00 per share, as stipulated in the contract, for a total of 510,200
shares.
The $38.0-million Guaranteed Subordinated Debentures and the
$11.4-million Guaranteed Non-Cumulative Redeemable Retractable Preferred Shares
of a subsidiary will be fully repaid and repurchased in 2007 from restricted
deposits and the Exchange Agreements of $49.4 million as presented in Assets.
In the third quarter, Campbell renegotiated the reimbursement terms of
its Convertible Debentures totalling $650,000, plus accrued interest of
$174,000. The debenture holders agreed to delay the capital and interest
reimbursement by one year. The first payment is now due on July 1, 2005, with
subsequent quarterly payments. The capital will be reimbursed as follows: 20% on
July 1, 2005, 40% on July 1, 2006, and 40% on July 1, 2007, or converted into
common shares at a price of $1.025, or up to a maximum of $1.64, based on an
increase of the price of gold beyond US$350. These debentures had been
negotiated by MSV before its merger with Campbell. At the date of the merger,
the fair value of the net asset acquired was below book value. No value has been
assigned to the conversion rights held by these investors.
The following chart shows the payments to be made in each of the next
five years as per contractual obligations as of December 31, 2004.
PAYMENTS TO BE MADE IN EACH OF THE NEXT FIVE YEARS AS PER CONTRACTUAL
OBLIGATIONS AS OF DECEMBER 31, 2004
(in thousands of dollars) Total 2005 2006 2007 2008 2009
------------------------- ----- ---- ---- ---- ---- ----
Long-term debt* 17.4 2.7 7.4 3.4 3.1 0.8
Pension plan actuarial deficit 5.2 0.9 0.9 0.9 0.3 0.3
Asset retirement obligations** 4.4 - 0.2 - 0.3 0.5
--- --- --- --- --- ---
*Long-term debt excludes the Guaranteed Subordinated Debentures and the
redeemable Preferred Shares for which the deposits and exchange agreements have
been assigned and includes the value of the conversion rights of the ECU
Facility Agreement.
**Asset retirement obligations exclude obligations assumed by the Copper Rand
/Portage Restoration Fiduciary Trust Fund.
As of December 31, 2004, cash and cash equivalents were $1.2 million
compared with $4.8 million as of December 31, 2003.
-53-
RISK FACTORS
The Company's current and proposed mining and exploration activities
are subject to various laws and regulations on the protection of the
environment. These laws and regulations are continually changing and, generally,
are becoming more restrictive. The Company conducts its operations in such a way
as to protect its employees, the general public and the environment and, to the
best of its knowledge, it believes its operations are, in all material respects,
in compliance with all applicable laws and regulations. To ensure compliance,
the Company has made declarations and committed expenditures and expects to
continue to do so in the future. The Company records asset retirement
obligations in accordance with the provisions of Section 3110 of the CICA
Handbook, "Asset Retirement Obligations".
The Company does not engage in off-balance sheet financing. All
operating costs are expressed in Canadian dollars. Metal sales are in U.S.
dollars. Metal sales revenues are directly affected by fluctuations in gold and
copper prices and in the Canadian/U.S. exchange rate. Numerous factors outside
the control of the Company can have an impact on these fluctuations. The Company
may occasionally use hedging contracts to offset fluctuations. Since the
resumption of production in April 2002, Campbell has sold its entire production
at spot prices.
Metal prices also have an impact on the calculation of mineral
reserves, the decision to discontinue a mining operation or to delay the
development of a property, as well as the book value of a mining asset.
Interest rate changes represent less of a risk for the Company.
Debentures and redeemable preferred shares, which total $49.4 million of the
total long-term debt of $66.5 million, are covered by the exchange agreements
with an international bank.
The collective agreement covering employees at the Joe Mann Mine
expired on December 31, 2004. The collective agreement covering employees at the
Copper Rand Mine was renegotiated in June 2004 for a five-year period. The new
agreement calls for a salary increase of 10.6% in January 2005 and increases of
1.5% in each of the following three years. Salaries were last increased in May
1996.
The Company, like the mining industry as a whole, is faced with certain
types of risks related to ground conditions, seismic activity and floods. These
risks can cause adverse events such as injuries, or even loss of human life,
damage to mining properties, the impairment or destruction of a production
facility. Such events could impact the level of production and generate
financial losses and possible litigation.
OUTLOOK
2005 will see the startup of commercial production at the Copper Rand
Mine. Production from this mine will be added to that of the Joe Mann Mine.
Management estimates revenues for 2005 at over $50 million, a significant
improvement over of the $21.8 million in revenues in 2004. This estimate is
based on a copper price of US$1.25, a gold price of US$425, and an exchange rate
of C$1.25/US$1.00.
Total gold and copper production is now estimated at 56,000 ounces and
15,000,000 lbs. Operating expenses per ounce of gold, net of proceeds from the
sale of copper, is estimated at US$218 per ounce at Copper Rand and US$330 per
ounce at Joe Mann.
Campbell is now concentrating on the operations at its Joe Mann and
Copper Rand Mines and is confident it can optimize both these operations for the
benefit of its shareholders.
-54-
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The Company is committed under contractual obligations for a total
amount of approximately $27 million. The minimum payments due in each of the
following periods are as follows:
PAYMENTS DUE BY PERIOD
-------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS TOTAL LESS THAN 1 1-3 YEARS 3-5 YEARS MORE THAN 5
(IN MILLION DOLLARS) YEAR YEARS
----- ----------- --------- --------- -----------
Long-Term Debt Obligations(1) (2) 17.4 2.7 10.8 3.9 -
----- ----------- --------- --------- -----------
Pension Plan Actuarial Deficit 5.2 0.9 1.8 0.6 1.9
----- ----------- --------- --------- -----------
Asset Retirement Obligations(2) 4.4 - 0.2 0.8 3.4
----- ----------- --------- --------- -----------
Total 27.0 3.6 12.8 5.3 5.3-
----- ----------- --------- --------- -----------
------------
Notes:
(1) An amount of $49 millions is assumed by the restricted deposit and the
Exchange Agreement assigned. See Item 4 - "Information on the Company".
(2) Asset retirement exclude obligations assumed by the Copper Rand/Portage
Fiduciary Fund.
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 30, 2005. 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 ND BUSINESS EXPERIENCE SINCE AGE SHARES OF CLASS
------------ ---------------------- ----- --- ------ --------
Louis Archambault(1)(2)(3) President, Groupe Conseil Entraco Inc., 2001 54 6,000(6) *
Montreal, Quebec Montreal, Quebec, environmental consulting
firm.
Michel Blouin(2) Secretary of Campbell; Partner, Lavery, de 2000 63 25,556(7) *
Montreal, Quebec Billy, General Partnership, Montreal, Quebec,
law firm; Director of Jaguar Nickel Inc.,
Jilbey Gold Exploration Ltd. and Stingray
Resources Inc., exploration companies.
Graham G. Clow(3)(4) Consulting Mining Engineer; Principal, Roscoe 1996 54 250(8) *
Toronto, Ontario Postle Associates Inc., Toronto, Ontario,
geological and mining consultants; Director of
Baffinland Iron Mines Corporation; prior to May
2001, President and Chief Executive Officer,
Manhattan Minerals Corp., Vancouver, BC.
-55-
NUMBER OF
NAME & MUNICIPALITY PRINCIPAL OCCUPATION DIRECTOR COMMON PERCENT
OF RESIDENCE AND BUSINESS EXPERIENCE SINCE AGE SHARES OF CLASS
------------------- ----------------------- -------- --- --------- --------
Andre Y. Fortier(5) President and Chief Executive Officer of 2000 64 377,698(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
Excellence Resources Inc.
James C. Chairman of Campbell; Counsel, McCarthy 1993 67 7,500(10) *
McCartney Q.C.(1)(2)(5) Tetrault LLP, Toronto, Ontario, law firm; 39
Toronto, Ontario years as a practising lawyer in corporation
finance and mergers and acquisitions; trustees,
Labrador Iron Ore Royalty Income Fund; Director,
Iron Ore Company of Canada; prior to January 2003,
Partner and Past Chairman, McCarthy Tetrault LLP.
G. E. "Kurt" Pralle(4) Mining and Metallurgical Consultant. 1993 70 10,000(11) *
Ramsey, New Jersey
James D. Raymond(1)(5) Private Investor. 1979 79 1,000(12) *
Montreal, Quebec
------------
Notes:
(1) Member of Compensation Committee.
(2) Member of Corporate Governance Committee.
(3) Member of Environmental Committee.
(4) Member of Audit Committee.
(5) Member of Executive Committee.
(6) Excludes 86,500 common shares subject to option.
(7) Excludes 97,000 common shares subject to option.
(8) Excludes 110,000 common shares subject to option.
(9) Excludes 570,000 common shares subject to option.
(10) Excludes 170,000 common shares subject to option.
(11) Excludes 45,000 common shares subject to option.
(12) Excludes 80,000 common shares subject to option.
* Less than 1% of the outstanding common shares.
As of March 30, 2005, the directors and officers of the Corporation as
a group beneficially owned 428,004 common shares representing approximately 0.4%
of the outstanding common shares excluding 1,238,500 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
Corporation, has been furnished by the respective directors and officers
individually.
-56-
SENIOR MANAGEMENT
The following table shows certain information with respect to the
executive and other officers of the Company
YEAR
APPOINTED TO OTHER POSITIONS AND
NAME OFFICE OFFICE BUSINESS EXPERIENCE AGE
---- ------ ------------ ------------------- ---
Andre Y. Fortier President and Chief Executive Officer of 2000 Business Executive(1) 64
the Company
Claude Begin Executive Vice President & Chief Operating 2001 Mining Engineer(2) 58
Officer
Alain Blais Vice President, Development & Geology 2001 Geologist(3) 49
Lucie Brun Executive Vice President & Chief 2001 Chartered Accountant(4) 47
Administrative Officer
Michel Blouin Secretary 2003 Lawyer(5) 63
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, L.L.P.
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, 2004, December 31, 2003 and December 31,
2002:
-57-
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------- ----------------------------------
AWARDS PAYOUTS
---------------------- ----------
RESTRICTED
SECURITIES SHARES OR
OTHER ANNUAL UNDER RESTRICTED LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS SHARE PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) (S) ($) (#) UNITS($) ($) ($)
------------------- ------- ---------- ---------- ---------------- ----------- ----------- ---------- --------------
Andre Y. Fortier 2004 225,000 19,200 15,500 100,000 - - 19,587
President & Chief 2003 233,653 - 14,500 - - - 18,211
Executive Officer 2002 210,288 - 13,500 170,000 - - -
------------------- ------- ---------- ---------- ---------------- ----------- ----------- ---------- --------------
Claude Begin 2004 138,000 15,039 15,500 50,000 - - 11,802
Executive Vice 2003 143,308 - 14,500 - - - 6,788
President & Chief 2002 131,192 - 13,500 70,000 - - -
Operating Officer
------------------- ------- ---------- ---------- ---------------- ----------- ----------- ---------- --------------
Alain Blais 2004 107,200 17,240 15,500 50,000 - - 15,589
Vice President, 2003 103,847 - 14,500 - - - 5,426
Development & 2002 91,154 - 13,500 40,000 - - -
Geology
------------------- ------- ---------- ---------- ---------------- ----------- ----------- ---------- --------------
Lucie Brun 2004 110,000 16,685 15,500 50,000 - - 18,312
Executive Vice 2003 114,231 - 14,500 - - - 8,664
President & Chief 2002 100,963 - 13,500 40,000 - - -
Administrative
Officer
=================== ======= ========== ========== ================ =========== =========== ========== ==============
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, 2004:
SECURITIES MARKET VALUE OF
UNDER % OF TOTAL SECURITIES
NAME OPTIONS/ OPTIONS/SARS GRANTED EXERCISE OR UNDERLYING
SARS GRANTED TO EMPLOYEES IN BASE PRICE OPTIONS/SARS ON EXPIRATION DAT
(#) FINANCIAL YEAR ($/SECURITY) DATE OF GRANT (MM/DD/YY)
---------------------------- -------------- ----------------------- -------------- ------------------ --------------
Andre Y. Fortier 100,000/Nil 22/Nil $0.64 $0.64/Nil 05/31/09
President & CEO
---------------------------- -------------- ----------------------- -------------- ------------------ --------------
Claude Begin 50,000/Nil 11/Nil $0.64 $0.64/Nil 05/31/09
Executive Vice President &
Chief Operating Officer
---------------------------- -------------- ----------------------- -------------- ------------------ --------------
Alain Blais 50,000/Nil 11/Nil $0.64 $0.64/Nil 05/31/09
Vice President,
Development & Geology
---------------------------- -------------- ----------------------- -------------- ------------------ --------------
Lucie Brun 50,000/Nil 11/Nil $0.64 $0.64/Nil 05/31/09
Executive Vice President &
Chief Administrative
Officer
============================ ============== ======================= ============== ================== ==============
-58-
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL
YEAR AND FINANCIAL YEAR END OPTION/SAR VALUES
The following table sets forth information concerning the exercise of
options during the financial year ended December 31, 2004 and the value at
December 31, 2004 of unexercised in-the-money options held by each of the Named
Executive Officers:
AGGREGATE VALUE OF UNEXERCISED
SECURITIES VALUE UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS/SARS
NAME ACQUIRED ON REALIZED FINANCIAL YEAR-END (#) AT FINANCIAL YEAR-END ($)
EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---------------------------------- -------------- ------------ -------------------------- ----------------------------
Andre Y. Fortier Nil Nil 570,000/Nil Nil/Nil
President & Chief Executive
Officer
---------------------------------- -------------- ------------ -------------------------- ----------------------------
Claude Begin
Executive Vice President & Chief Nil Nil 220,000/Nil Nil/Nil
Operating Officer
---------------------------------- -------------- ------------ -------------------------- ----------------------------
Alain Blais Nil Nil 177,500/Nil Nil/Nil
Vice President, Development &
Geology
---------------------------------- -------------- ------------ -------------------------- ----------------------------
Lucie Brun Nil Nil 207,500/Nil Nil/Nil
Executive Vice President, &
Chief Administrative Officer
================================== ============== ============ ========================== ============================
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No directors or executive officers of the Corporation are indebted to
the Corporation.
EMPLOYEE INCENTIVE PLAN
The Corporation 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.
All benefits, rights and options accruing to any participant in
accordance with the terms and conditions of the Employee Incentive Plan shall
not be transferable except as provided for below. During the lifetime of a
participant all benefits, rights and options may only be exercised by the
participant.
The Board and the Compensation Committee reserve the right to amend,
modify or terminate the plan at any time if and when it is advisable in the
absolute discretion of the Board or the Compensation Committee. However, any
amendment of the plan which would:
(a) materially increase the benefits under the Employee Incentive
Plan;
(b) materially increase the number of common shares which would be
issued under the Employee Incentive Plan;
(c) materially modify the requirements as to eligibility for
participation in the Employee Incentive Plan; or
-59-
(d) otherwise require approval by shareholders (or disinterested
shareholders as the case may be) in accordance with the
requirements of any regulatory body having jurisdiction over
the common shares;
shall be effective only upon the approval of the shareholders (or disinterested
shareholders as the case may be) of the Corporation. Any amendment to any
provision of the Employee Incentive Plan shall be subject to approval by any
regulatory body having jurisdiction over the securities of the Corporation.
SHARE OPTION PLAN
The Share Option Plan is intended to promote the interests of the
Corporation and its shareholders by making provisions for stock options as an
additional incentive to attract, retain and motivate officers and salaried
employees. Grants are made at the discretion of the Board 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
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 Corporation.
The purchase price of the common share under option granted under the
Share Option Plan from time to time shall be set by the Board or the
Compensation Committee in its discretion but in any event shall not be less than
the average of the closing prices for the common shares on the TSX or in the
event of no trades, the average of the bid and asked prices, on the last five
business days prior to the date of the grant of an option.
No option may be exercised after the employment of an optionee ceases
with the Corporation and the optionee shall have no rights or claims against the
Corporation in respect of the options or in respect of any common shares subject
to options which have not been purchased prior to such date except that:
(a) if such employment ceases by reason of permanent disability of
the optionee, or the retirement of the optionee on or after
attaining the age of sixty years or the death of the optionee,
any option granted to the optionee may be exercised in full by
the optionee or by his legal representatives as if such
employment had not ceased provided that all options held by
the optionee or his legal representatives must be exercised on
or before one (1) year after employment so ceased and
thereafter any portion which remains unexercised shall
terminate and be of no force or effect; and
(b) the Board or the Compensation Committee may in its discretion,
in special circumstances, give its express consent to the
exercise, after the effective date of the optionee ceasing to
be employed by the Corporation, of any options which are
exercisable at the time the optionee's employment ceases.
-60-
Termination of the Employee Incentive Plan shall not affect the rights
of an optionee holding an option at the time of the termination of the plan
without the consent of the optionee.
Options shall not be granted to a participant if such options together
with all other options then held by such participant and any rights attached
thereto would upon exercise result in the issue to such participant of more than
5% of the common shares then outstanding.
During 2004, 445,000 options were granted to employees under the Share
Option Plan of which 250,000 were granted to Named Executive Officers.
As at December 31, 2004, a total of 1,523,750 common shares were
issuable upon exercise of options under the Share Option Plan including
1,087,500 common shares issuable upon exercise of options held by four Named
Executive Officers. Such options are exercisable at exercise prices ranging from
$0.51 to $0.67 per share and expire between January 31, 2006 and May 31, 2009.
The total number of common shares issuable under the Employee Incentive Plan
before the proposed amendment is 1,781,839.
SHARE PURCHASE PLAN
The Share Purchase Plan is designed to encourage employees of the
Corporation to purchase common shares on a regular basis. Employees of the
Corporation who have been continuously employed by the Corporation for at least
one year, or less at the discretion of the Compensation Committee or the Board,
are eligible each January 1 to participate in the Share Purchase Plan. Each
eligible employee may contribute up to 5% of his or her basic salary to the
Share Purchase Plan through monthly deductions. On a quarterly basis, the
Corporation will contribute an amount equal to 50% of the employee's
contributions to such date and each participating employee will then be issued
common shares at an issue price equals to the average of the closing prices for
the common shares on the TSX or in the event of no trades, the average of the
bid and asked prices, on the last five business days prior to the date of issue
and having a value equal to the aggregate amounts contributed by such employee
and the Corporation. During 2004, 305,705 common shares were issued pursuant to
the Share Purchase Plan.
In the event that a participant ceases to be employed by the
Corporation for any reason or in the event of the death of a participant while
participating in the Share Purchase Plan, no further purchases of common shares
will be made and the participant's contribution then held in trust by the
Corporation for the participant shall be paid to the participant or his estate
or successor, as the case may be, and the Corporation's contribution then held
in trust for the participant shall be paid to the Corporation. A participant
shall not be entitled to withdraw from the Share Purchase Plan under any other
circumstances during the calendar year for which he has elected to participate.
SHARE BONUS PLAN
The Share Bonus Plan is intended to promote the interests of the
Corporation 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 Corporation as a bonus in recognition of services provided to
the Corporation by such employee. The maximum number of common shares that may
be issued and reserved for issuance under the Share Bonus Plan shall not exceed
5% of the total number of common shares issued and reserved for issuance
pursuant to the Employee Incentive Plan nor 1% of the issued capital. 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 2004, 75,000
common shares were issued pursuant to the Share Bonus Plan.
-61-
SHARE LOAN PLAN
The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the success
of the Corporation by assisting such persons to acquire shares of Campbell. The
Compensation Committee may in its discretion make loans to full time officers of
the Corporation. The number of common shares issued and reserved for issuance
pursuant to the Share Loan Plan to any one person shall not exceed 12% of the
aggregate number of common shares issued and reserved for issuance pursuant to
the Employee Incentive Plan. The number of common shares issued and reserved for
issuance pursuant to the Share Loan Plan (whether or not such common shares are
issued pursuant to the exercise of options granted under the Share Option Plan)
shall not exceed 25% of the aggregate number of common shares issued and
reserved for issuance pursuant to the Employee Incentive Plan. Such loans shall
be subject to such terms and conditions including rates of interest, if any, as
the Compensation Committee may consider appropriate. During 2004, no loans were
granted and no loans are outstanding under the Share Loan Plan.
In the event that the share loan participant ceases to be an employee
of the Corporation for any reason whatsoever (other than the death of the
employee), his loan, or the amount thereof remaining outstanding, shall mature
and be payable, together with any applicable interest thereon, eighteen (18)
months from the date he ceases to be an employee:
(a) if the loan and any interest thereon have not been repaid in
full to the Corporation within eighteen (18) months of the
date the participant ceases to be an employee:
(i) the trustee shall sell on behalf of such share loan
participant all or such part of the common shares
then held by it on his behalf as shall be necessary
to repay the loan and any interest thereon in full
and the trustee shall pay to the Corporation the
proceeds of such sale;
(ii) the trustee shall transfer and deliver to the share
loan participant the balance of the common shares, if
any, that are not so sold; and
(iii) the Board or the Compensation Committee shall fix
such terms and conditions with regard to repayment of
all or part of the balance of the loan or forgiveness
of all or part of the balance of the loan as the
Board or the Compensation Committee may in its
discretion determine.
(b) if the loan and any interest thereon have been repaid in full
to the Corporation within eighteen (18) months of the date the
Participant ceases to be an employee, the Trustee shall
forthwith upon repayment transfer and deliver to the Share
Loan Participant the Shares, if any, then held by it on behalf
of such Share Loan Participant.
In the event that a share loan participant dies while in the employ of
the Corporation, the loan, or the amount thereof remaining outstanding shall
mature and be payable, together with any applicable interest thereon, one year
from the date of such share loan participant, and:
(a) if the loan and any such interest thereon have not been repaid
in full to the Corporation within one year from the date of
death of such Share Loan participant;
-62-
(i) the trustee shall sell on behalf of such deceased
Share Loan participant all or such part of the common
shares then held by it on his behalf as shall be
necessary to repay to the Corporation the loan and
such interest in full and the trustee shall pay to
the Corporation the proceeds of such sale;
(ii) the trustee shall transfer and deliver the balance of
the common shares, if any, to the legal personal
representatives of the deceased Share Loan
participant; and
(iii) the Board or the Compensation Committee shall fix
such terms and conditions with regard to repayment of
all or part of the balance of the loan or forgiveness
of all or part of the balance of the loan as the
Board or the Compensation Committee may in its
discretion determine.
(b) if the loan and any interest thereon have been repaid in full
to the Corporation within one year of the date of the death of
the share loan participant, the trustee shall then transfer
and deliver the common shares held by it to the legal personal
representatives of the deceased participant.
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 Corporation on 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
Corporation on a non-diluted basis or such higher number as exchange rules may
permit. Under the Directors' Plan, an aggregate of 1,000,000 common shares are
reserved for issuance.
The exercise price of any option shall be the closing price of the
common shares of the Corporation on the TSX on the last trading day prior to the
date on which such option is granted.
If a participant ceases to be a director of the Corporation or any of
its subsidiaries for any reason (other than death) he may, within the 30-day
period, thereafter, exercise any options held by such participant. In any event,
any options held by such participant at the expiry of such 30-day period shall
be void and of no effect.
In the event of the death of a participant, the option theretofore held
by such participant shall be exercisable within the six month period following
such death by the person or persons to whom the participant's rights under the
option shall pass by the participant's will or the law of descent and
distribution. If such person elects to exercise the options of a deceased
participant as aforesaid, such person shall deliver to the Corporation in
addition to the exercise price and the notice specified in the Directors' Plan:
-63-
(a) the original grant of probate or letters of administration or
a court certified copy thereof; or
(b) the original of a court certified or authenticated copy of the
grant of representation, will, order, or other instrument or
such other evidence as the Administrator may require of his or
their authority to act for the estate.
Any options previously held by a deceased participant which are not
exercised as aforesaid within such six month period shall upon the expiry of
such period be void and of no effect.
No option or the benefits and rights accruing to any participant in
accordance with the terms and conditions of the Directors' Plan shall be
transferable or assignable. Except as provided above, all options and such
benefits and rights may only be exercised by the participant.
The Board of the Corporation may, subject to the requirements of any
regulatory authority having jurisdiction, amend the Directors' Plan provided
that any amendment to change the exercise price or expiry date of any option,
materially modify the requirements for eligibility for participation in the
Directors' Plan or any other amendment that could reasonably be considered to be
material shall not be effective until it has been approved by the shareholders
of the Corporation.
The Board of the Corporation may terminate the plan at any time
provided that such termination shall not alter the terms or conditions of any
option or impair any right of any participant pursuant to any option granted
prior the date of such termination.
At December 31, 2004, options to acquire an aggregate of 746,000 common
shares were outstanding under the Directors' Plan. No options were exercised
under the Directors' Plan, during 2004. The total number of common shares
issuable under the Directors' Plan before the proposed amendment is 891,000.
On May 31, 2004, 200,000 options were granted to directors of the
Corporation under the Directors' Plan. The options are fully exercisable at
$0.64 per share and have a five-year term expiring on May 31, 2009.
REMUNERATION OF DIRECTORS
All directors of the Corporation receive an annual director's fee of
$6,000 and an attendance fee of $600 per meeting attended in person and $300 per
meeting attended by telephone and out-of-pocket expenses relating to attendance
at a board or committee meeting. The Corporation paid aggregate remuneration of
$67,800 to 7 incumbent and one former director in their capacities as such
during the fiscal period ended December 31, 2004. Mr. Fortier does not receive
director's fees.
In 2004, the Corporation engaged the law firm McCarthy Tetrault LLP of
which James C. McCartney, Q.C., a director and chairman of the Corporation, was
a counsel during 2004 to provide legal advice to the Corporation. An aggregate
of $32,576 was paid to McCarthy Tetrault LLP for legal services in 2004. The
Corporation also engaged the law firm Lavery, de Billy, L.L.P. of which Michel
Blouin, a director and officer of the Corporation, is a senior partner, to
provide legal advice to the Corporation. An aggregate of $149,979 was paid to
Lavery, de Billy, L.L.P. for legal services in 2004.
-64-
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
In 2004, the Corporation purchased directors' and officers' liability
insurance with a liability limit of $10,000,000 for which the Corporation paid
an annual premium of $212,550. The policy provides for a deductible, payable by
the Corporation of $150,000 other than for claims brought in the United States
in which case the deductible is $350,000.
EMPLOYMENT AGREEMENTS
The Corporation has entered into employment agreements with its Named
Executive Officers as described below.
On August 6, 2002, the Corporation 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 Corporation 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 Corporation 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 Corporation 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. Blais's employment is terminated, he will be entitled to be paid up to
twenty-four months' salary and benefits. In the event of a change of control, as
defined, Mr. Blais will be entitled to resign within six months thereof and be
paid twenty-four months' salary and benefits. The agreement also provides that
in the event of resignation or termination, options held by Mr. Blais will
immediately become fully exercisable. Such options will expire ninety days after
resignation or termination.
COMPENSATION COMMITTEE
COMPOSITION OF THE COMPENSATION COMMITTEE
-65-
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
Louis Archambault, James C. McCartney, Q.C. and James D. Raymond. Mr. McCartney
is Chairman of the Corporation and he is also Chairman of the Compensation
Committee. Mr. McCartney is counsel with the law firm McCarthy Tetrault LLP
which provides legal advice to the Corporation. Neither Mr. Archambault nor Mr.
Raymond is, nor was, at any time, an officer or employee of the Corporation or
any of its subsidiaries. In 1994, the Committee established an executive
compensation philosophy and policy to be followed in its future consideration of
executive compensation and incentive arrangements. Mr. Raymond joined the
Compensation Committee in May 2004.
EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY
The Corporation's executive compensation policy is primarily based on a
pay for performance philosophy. The main objective of the policy is the
alignment of all financial reward systems with shareholder interests. The
compensation structure must also reflect the Corporation's current financial
position and the scope of its operations. As a consequence, a heavy emphasis is
placed on the long-term business objectives of creating wealth, decreasing risk
by expanding operations, and providing returns to the Corporation's
shareholders.
The particular elements of the executive compensation program for
senior executives of the Corporation, designed to encourage, compensate and
reward employees on the basis of individual and corporate performance, may be
summarized as follows:
BASE 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 Corporation's achievement of its growth objectives.
ANNUAL INCENTIVE COMPENSATION The Corporation currently does not offer
a short-term variable pay or incentive plan but may in future implement
an annual incentive plan. Campbell's Employee Incentive Plan has a
Share Bonus Plan component, which may be used to provide annual
incentive compensation. The use of this plan can combine both short and
longer term incentives and, through increased share holding, would also
align the interests of executive officers with those of Campbell's
shareholders. Grants of annual bonuses would be based on the employee's
contribution towards Campbell's success in meeting its goals.
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.
-66-
REPORT ON EXECUTIVE COMPENSATION
On May 31, 2004 the Compensation Committee completed its annual review
of the compensation of its President and Chief Executive Officer and other
executive officers. As part of the above review, the Committee considered and
recommended that the Board grant additional stock options to senior employees,
senior executives and directors of the Corporation. Based on the Committee's
recommendation, options to acquire an aggregate of 250,000 common shares at
$0.64 per share exercisable for five years were granted to the Named Executive
Officers under the Employee Incentive Plan and options to acquire an aggregate
of 200,000 common shares at $0.64 per share exercisable for five years were
granted to the directors, excluding Mr. Fortier, under the Directors' Plan.
Based on the Committee's recommendation, 75,000 common shares at a deemed price
of $0.64 per share were issued to the Named Executive Officers under the Share
Bonus Plan.
On behalf of the Compensation Committee
Louis Archambault
James C. McCartney, Q.C.
James D. Raymond
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table summarizes as of December 31, 2004, the equity
compensation plans pursuant to which equity securities of the Corporation may be
issued:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF COMMON SHARES TO WEIGHTED-AVERAGE NUMBER OF COMMON SHARES REMAINING
BE ISSUED UPON EXERCISE OF EXERCISE PRICE OF AVAILABLE FOR FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, EQUITY COMPENSATION PLANS [EXCLUDING
WARRANTS AND RIGHTS WARRANTS AND RIGHTS SECURITIES REFLECTED IN COLUMN (a)]
PLAN CATEGORY (a) (b) (c)
-------------------------- ---------------------------- ---------------------- ---------------------------------------
Equity compensation 2,269,750 $0.62 276,764(1)
plans approved by
securityholders
-------------------------- ---------------------------- ---------------------- ---------------------------------------
Equity compensation Nil Nil Nil
plans not approved by
securityholders
-------------------------- ---------------------------- ---------------------- ---------------------------------------
TOTAL: 2,269,750 $0.62 276,764
========================== ============================ ====================== =======================================
Note:
(1) 131,764 common shares remain available for future issuance under the
Share Purchase Plan and 145,000 common shares under the Directors'
Plan.
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, 1999 and ending December 31, 2004.
-67-
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[LINE GRAPH]
Dec. 31, 1999 Dec. 31, 2000(2) Dec. 31, 2001 Dec. 31, 2002 Dec. 31, 2003 Dec. 31, 2004
------------- ---------------- ------------- ------------- ------------- -------------
Campbell $100(1) $ 15.65 $14.35 $22.17 $40.87 $ 20.44
------ ------- ------ ------ ------ -------
S&P/TSX Composite Index $100(1) $106.18 $91.38 $78.62 $97.71 $109.90
====== ======= ====== ====== ====== =======
------------
Notes:
(1) $100 invested on 12/31/99 in stock or index - including reinvestment of
dividends.
(2) On May 19, 2000, the share capital of the Corporation was consolidated
on the basis of 10 common shares of the Corporation for 1 new common
share.
CORPORATE GOVERNANCE
The following sets forth the corporate governance policy of the
Corporation. In developing the foregoing policy, the Board has taken into
account its statutory duty under the Canada Business Corporations Act (the
"Act"), being the duty to supervise the management of the business and affairs
of the Corporation and in discharging such duties, to act honestly and in good
faith with a view to the best interests of the Corporation and to exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. A formal corporate governance policy (the "Governance
Policy") was prepared by the Corporate Governance Committee and tabled and
approved by the Board on November 6, 2002.
The following sets forth the Corporation'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.
-68-
DOES THE
TSX CORPORATE GOVERNANCE GUIDELINES CORPORATION DESCRIPTION OF THE
COMPLY? CORPORATION PRACTICE
-------------------------------------------- ----------- --------------------------------------------------------------
1. Board should explicitly assume
responsibility for stewardship of the
Corporation, and specifically for:
(a) Adoption of a strategic planning
process; Yes The Board monitors the performance of operations
through the holding of quarterly meetings and its
review and approval of an annual financial forecast
presented by management. Consideration and approval
of an acquisition of mining properties or other
companies is carried out by the full Board. Outside
consultants and professionals are engaged and report
to the Board as required.
The development of the strategic planning process is the
responsibility of senior management. Management's strategic
plan is reviewed annually when the annual financial forecast
is presented.
(b) Identification of principal risks of
the Corporation's business and Yes The Board, on an ongoing basis, considers the
implementation of appropriate principal risks of the Corporation's business and
risk-management systems; receives reports of management's assessment and
management of those risks.
The duty of monitoring the technical affairs of the
Corporation falls to the President and Chief Executive Officer
assisted by the Executive Vice President and Chief Operating
Officer and the Vice President, Development and Geology who
both regularly attend and make presentations at Board
meetings.
In 1990, the Board adopted an Environmental Policy, as
recommended by the Mining Association of Canada. In June 2001,
an Environmental Committee was established. The President and
Chief Executive Officer reports to the Board on a quarterly
basis which enables the Board to monitor the effectiveness of
compliance with environmental policy.
(c) Succession planning and monitoring
senior management; Yes It is the mandate of the Compensation Committee to
review organizational design, succession planning and
senior management's performance and make
recommendations to the full Board with respect
thereto.
-69-
DOES THE
TSX CORPORATE GOVERNANCE GUIDELINES CORPORATION DESCRIPTION OF THE
COMPLY? CORPORATION PRACTICE
-------------------------------------------- ----------- --------------------------------------------------------------
The performance of the management team is also reviewed
annually by the Compensation Committee in the context of the
Corporation's success in meeting its objectives that are
established as part of the review of the annual financial
forecast. This Committee is comprised solely of non-management
members being the Chairman and two independent directors. The
philosophy of the Compensation Committee is stated in this
Management Proxy Circular under "Executive Compensation
Philosophy and Policy". In addition, the Compensation
Committee periodically reviews the compensation paid to
members of the Board and makes recommendations to the Board on
compensation of directors.
(d) Communications policy; and
Yes The Board has delegated responsibility for
communication with the public and the Corporation's
shareholders to its President and Chief Executive
Officer. Procedures are in place to ensure timely
dissemination of information about the Corporation.
Any significant shareholder concerns which may be
communicated to the above persons are communicated to
the Board at its regularly scheduled quarterly
meetings.
(e) Integrity of internal control and Yes The Board directly, and through its Audit Committee,
management systems. assesses the integrity of, and confirms compliance
with, the Corporation's internal control systems, financial
policies and management information systems. The
responsibility of monitoring the effectiveness of the
Corporation's internal financial information system has been
delegated to the Executive Vice President and Chief
Administrative Officer who reports to the Board and Audit
Committee on a quarterly basis. The Audit Committee meets each
quarter and reviews and approves the financial statements and
Management's Discussion and Analysis contained in the
Quarterly Reports to shareholders prior to filing. In
addition, the Audit Committee meets with the auditors of
Campbell to review the audit plan and again to review the
year-end financial statements. For a portion of those
meetings, the Audit Committee meets with the auditors in the
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DOES THE
TSX CORPORATE GOVERNANCE GUIDELINES CORPORATION DESCRIPTION OF THE
COMPLY? CORPORATION PRACTICE
------------------------------------------------- --------------- -------------------------------------------------------
absence of management.
2. Majority of directors should be Yes The Governance Policy states that the Board believes
"unrelated". that at least two-thirds of the directors should be
"unrelated", that is directors whose independence, in
the view of the Corporate Governance Committee, is
not affected by any business or other relationship
which could or might be perceived to interfere with
the director's ability to act with a view to the best
interests of the Corporation.
The Board is currently comprised of seven persons including
five 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 TSX corporate
governance guidelines, 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 Chairman. With
or she is related, and how that the exception of Messrs. Blouin and Fortier, none of
conclusion was reached. the other directors or their associates is an employee or
executive officer of the Corporation, nor do any of them have
material contracts with the Corporation, or receive
remuneration in excess of stated director's fees. Fees paid to
Lavery, de Billy, L.L.P. of which Mr. Blouin is a partner and
McCarthy Tetrault LLP of which Mr. McCartney was a counsel in
2004 are described under "Remuneration of Directors".
4. Appoint a committee composed No The Corporate Governance Committee has been given the
exclusively of non-management directors, mandate to, among other things, recommend candidates
the majority of whom are unrelated, with for the Board and annually review credentials of
the responsibility of proposing new board nominees. With the exception of Mr. Blouin, all the
nominees and assessing directors. members of the Corporate Governance Committee are
unrelated directors.
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DOES THE
TSX CORPORATE GOVERNANCE GUIDELINES CORPORATION DESCRIPTION OF THE
COMPLY? CORPORATION PRACTICE
------------------------------------------------- --------------- -------------------------------------------------------
5. Implement a process for assessing the Yes The Corporate Governance Committee has been given the
effectiveness of the Board, its mandate to review annually, the effectiveness and
committees and individual directors. 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
Corporation's operations.
7. Examine the size and composition of Yes The Corporation is in a growth stage and accordingly,
the Board and undertake, where a variety of technical, legal and financial
appropriate, a program to establish a experience at the Board level is important. The
Board composed of members who facilit Corporate Governance Committee considers the size of
effective decision-making. the Board given the business of the Corporation, 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 reviews the
light of risks and responsibilities. adequacy and form of compensation of directors and
makes recommendations to the full Board in respect
thereof.
-72-
DOES THE
TSX CORPORATE GOVERNANCE GUIDELINES CORPORATION DESCRIPTION OF THE
COMPLY? CORPORATION PRACTICE
------------------------------------------------- --------------- -------------------------------------------------------
9. Committees should generally be Yes Each of the Corporation's Audit, Compensation and
composed of non-management directors and Environment Committees is comprised of non-management
a majority of committee member should be directors. Due to the technical nature of corporate
unrelated. governance, the Board has determined that its Corporate
Governance Committee would be more effective by having Mr.
Blouin, a lawyer specializing in securities laws matters, on
that Committee to address governance issues. The Board has
determined that due to the technical nature of the
Corporation's business, its Executive Committee would be more
effective by having the President and Chief Executive Officer
on that Committee. Unless specifically directed by the Board,
the Executive Committee may not approve capital expenditures
or dispositions or borrowing other than in the ordinary course
of carrying out the Corporation's business, in excess of
$1,000,000. In practice, the Executive Committee does not give
final approval to transactions but rather makes its
recommendations to the full Board.
10. Assume responsibility or appoint a Yes A Corporate Governance Committee was formed in May
separate committee responsible for the 2002. The Corporate Governance Committee has been
approach to corporate governance issues. delegated this 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
December 2004, the Corporate Governance Committee completed
its annual review of the Governance Policy and recommended to
the Corporation to continue to bring its Governance Policy in
line with the requirements of the Sarbanes-Oxley Act of 2002,
the proposed corporate governance best practices published by
the Canadian Securities Administrators, once they become
effective, and the rules of the exchange on which the
securities of the Corporation are listed, being the TSX.
-73-
DOES THE
TSX CORPORATE GOVERNANCE GUIDELINES CORPORATION DESCRIPTION OF THE
COMPLY? CORPORATION PRACTICE
------------------------------------------------- --------------- -------------------------------------------------------
11. Define limits to management's
responsibilities by developing mandates
for:
(a) The Board Yes The Board is empowered by the Corporation's
incorporating documents and by-laws to supervise the
management of the affairs and business of the
Corporation. The Board is not involved in the
day-to-day activities of the Corporation. The Board
performs its functions through quarterly and special
meetings and has delegated certain of its
responsibilities to those committees described in
this Management Proxy Circular.
(b) The Chief Executive Officer Yes The Board has authorized the Chief Executive Officer to
supervise the business and affairs of the Corporation and to
develop a strategic plan for the approval by the Board.
12. Establish procedures to enable the Yes The Board is of the view that it can function
Board to function independently of independently of management. The Board meets
management. 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 described
with a specifically defined mandate. above and as set out in the Audit Committee Charter.
Yes The Audit Committee is comprised exclusively of
(b) All members of the Audit Committee non-management directors.
should be non-management directors.
14. Implement a system to enable Yes Individual directors, with the knowledge of the
individual directors to engage outside Chairman, can engage outside advisors. Pursuant to
advisors, at the Corporation's expense. its charter, the Audit Committee may, with the prior
approval of the Board, investigate any matter or
activity involving financial accounting and
financial reporting, as well as internal
controls of the Corporation and in that regard the
Audit Committee has the authority to approve the
retention of external professionals to render
advice and counsel in such matters.
-74-
EMPLOYEES
At March 30, 2004, the Company had 286 employees compared to 274 at
March 31, 2003, all of whom were in Canada. At the Joe Mann Mine, approximately
165 employees were employed as of December 31, 2004, compared to 182 persons as
of December 31, 2003. Of the 165 employees, 115 mine workers were covered by a
collective bargaining agreement with CSN, 15 mill workers were covered by a
collective bargaining agreement with Les Metallurgistes Unis d'Amerique (the
United Steelworkers of America) and 1 nurse was covered by a collective
bargaining agreement with La Federation des Infirmiers et Infirmieres du Quebec
(FIIQ). As at December 31, 2004, MSV had approximately 135 full time employees
at the Copper Rand Mine compared to 81 at December 31, 2003 and 332 at the end
of 1996 prior to the suspension of operations, as previously described. At the
Copper Rand Mine, 99 employees were covered by a collective bargaining agreement
with the United Steelworkers of America. The collective agreement has been
renewed for five years in 2004.
At the headquarter, Campbell has 6 employees at March 2005 compared to
5 at December 2004 and 2003. Of theses employees, two are officers. The two
other officers are based at the mining office in Chibougamau.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
As of March 30, 2005, the Company had 107,245,848 common shares
outstanding. Each common share entitles its holder to one vote.
To the knowledge of the Company, as of March 30, 2005, no person
beneficially owned or exercised control or direction over more than 10% of the
common shares of the Company except as described below.
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, 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
-75-
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 (the "tax case").
On January 31, 2002, 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 tax
case and reclamation costs of properties owned by Sotula (the "reclamation"),
does not exceed US$2,000,000, there shall be no reduction. To the extent that
the actual combined liability incurred by Queenstake with respect to the tax
case and the reclamation exceeds US$2,000,000 but does not exceed US$2,400,000,
the amount of the promissory note issued shall be reduced by 100% of the amount
of the liability in excess of US$2,000,000. To the extent that the actual
combined liability incurred by Queenstake with respect to the tax case and the
reclamation exceeds US$2,400,000 but does not exceed US$2,750,000, the amount of
the promissory note issued shall be reduced by 100% of the first US$400,000 in
excess of US$2,000,000 and 80% of any excess over US$2,400,000. To the extent
that the actual combined liability incurred by Queenstake with respect to the
tax case and the reclamation exceeds US$2,750,000, the amount of the promissory
note issued shall be reduced by 100% of the first US$400,000 in excess of
US$2,000,000 and 80% of the excess over US$2,400,000 up to US$2,750,000 and by
70% of the excess of US$2,750,000 up to a maximum of US$3,207,000. 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 MENVIQ 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.
The Oujibougoumou Cree recently initiated legal proceedings against the
Company, claiming that the poor condition of lakes in the region of Chibougamau,
Quebec was due to mining activities in the area. The Public Health Department,
the Quebec Environment Ministry and the Quebec Fish and Wildlife Association
began to study the issue. As a temporary measure, the Company and the plaintiffs
jointly agreed to request that proceedings be suspended for one year. It is not
possible to determine either the outcome of the proceedings or the financial
consequences for the Company.
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 Tax Act 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) (the "Convention") 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.
-76-
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
PERIOD HIGH LOW VOLUME
------ ---- --- ------
MONTH ENDED
To March 29, 2005 0.44 0.37 5,533,900
February 2005 0.48 0.38 3,872,100
January 2005 0.52 0.43 1,644,400
December 2004 0.56 0.44 2,474,300
November 2004 0.67 0,54 2,838,300
October 2004 0.72 0.48 2,882,200
September 2004 0.47 0.37 2,950,000
PERIOD HIGH LOW VOLUME
------ ---- --- ------
QUARTER ENDED
December 31, 2004 0.72 0.44 8,194,800
September 30, 2004 0.66 0.37 6,004,202
June 30, 2004 0.81 0.56 4,645,629
March 31, 2004 0.98 0.72 7,167,956
December 31, 2003 1.11 0.65 8,588,012
September 30, 2003 0.89 0.36 9,366,574
June 30, 2003 0.48 0.33 2,358,019
March 31, 2003 0.67 0.41 2,734,958
PERIOD HIGH LOW VOLUME
------ ---- --- ------
FISCAL YEAR ENDED
December 2004 0.98 0.37 26,012,587
December 2003 1.11 0.33 23,047,563
December 2002 0.91 0.29 12,260,900
December 2001 1.05 0.26 3,672,790
December 2000 4.50 0.35 1,121,093
-------------
Note:
(1) All prices and volumes have been adjusted to reflect the one for ten
consolidation in May 2000. Prices are in Canadian dollars.
-77-
OTC-BB
PERIOD HIGH LOW VOLUME
------ ---- --- ------
MONTH ENDED
To March 29, 2005 0.36 0.30 1,486,800
February 2005 0.40 0.30 1,496,500
January 2005 0.48 0.35 396,200
December 2004 0.49 0.35 968,300
November 2004 0.55 0.45 443,100
October 2003 0.58 0.34 977,500
September 2003 0.38 0.29 688,500
PERIOD HIGH LOW VOLUME
------ ---- --- ------
QUARTER ENDED
December 31, 2004 0.58 0.34 2,388,900
September 30, 2004 0.50 0.29 2,506,300
June 30, 2004 0.63 0.41 2,827,200
March 31, 2004 0.78 0.55 2,651,300
December 31, 2003 0.77 0.62 5,050,400
September 30, 2003 0.57 0.31 3,053,800
June 30, 2003 0.33 0.24 1,558,900
March 31, 2003 0.36 0.29 1,559,900
PERIOD HIGH LOW VOLUME
------ ---- --- ------
FISCAL YEAR ENDED
December 2004 0.78 0.29 10,373,700
December 2003 0.77 0.24 11,223,000
December 2002 0.45 0.29 9,339,003
December 2001 0.69 0.13 6,322,000
December 2000 3.13 0.19 7,779,420
-------------
Notes:
(1) Traded on the New York Stock Exchange until November 23, 2001 and
commenced trading on the OTC-BB on November 29, 2001.
(2) All prices and volumes have been adjusted to reflect the one for ten
consolidation in May 2000. Prices are in U.S. dollars.
ITEM 10. ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF INCORPORATION
Campbell was incorporated in June 1950 under the laws of British
Columbia. On September 8, 1982, Campbell was continued under the CBCA and on
June 8, 1983, in connection with an amalgamation of three other companies, the
name of Campbell was changed from GM Resources Limited to Campbell Resources
Inc. On August 9, 1999, Campbell filed Restated Articles of Incorporation. These
restated Articles were filed as Exhibit 4(a) to the Company's Registration
Statement on Form S-8 (Registration No. 333-93063), which is hereby incorporated
by reference.
-78-
Pursuant to the CBCA, the Company's Articles as amended include its
corporate name, the place in Canada where its registered office is located, its
minimum and maximum number of directors and the authorized share capital of the
Company consisting of an unlimited number of common shares and an unlimited
number of preferred shares. There are only common shares outstanding. There are
no restrictions on the business that the Company may carry on. The Company's
general by law, By-Law No. 1, as amended and as in effect on the date hereof,
was filed as Exhibit 3.12 to the Company's Annual Report on Form 10K for the
year ended December 31, 1987, which is hereby incorporated by reference.
By Articles of Amendment dated May 19, 2000 and filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K dated May 19, 2000, which is hereby
incorporated by reference, the common shares of the Company were consolidated
(reverse split) on the basis of one post consolidation common share for every
ten pre-consolidation common shares. By Articles of Arrangement effective June
30, 2001, the Company completed its merger with GeoNova. These Articles of
Arrangement were filed as Exhibit 3.3 to the Company's Annual Report on Form
20-F for the year ended December 31, 2001, which is hereby incorporated by
reference.
The Restated Articles of Incorporation were approved by resolution of
the directors dated October 22, 2004. The Restated Certificate of Incorporation
was issued by Industry Canada on January 7, 2005 in order to remove the
provisions which were irrelevant.
ELECTION AND QUALIFICATIONS OF DIRECTORS
The directors of the Company stand for election at the annual meeting
of shareholders and there are no staggered terms. There is no cumulative voting
for directors of the Company. There is no provision in the Articles or By-laws
that imposes a requirement for retirement or non-retirement of directors.
There is no provision in the Company's Articles or By-laws that a
director be required to hold a share in the capital of the Company as a
qualification for his office, but he must be qualified to become or act as a
director as required by the CBCA. The CBCA provides that no person is qualified
to act as a director if that person is less than 18 years of age; is a person
who has been found to be a person of unsound mind by a court in Canada; a person
who is not an individual; or is a person who has the status of bankrupt.
The CBCA provides that a director of a Company may be removed if the
shareholders by ordinary resolution at a special meeting vote to remove a
director or directors from office.
MEETINGS
The CBCA provides that the Company must hold an annual meeting of its
shareholders not later than 15 months after holding the last preceding annual
meeting but no later than 6 months after the end of the Company's preceding
financial year. The Company must give notice of any meeting to its shareholders
entitled to receive notice not more than 60 days prior to and not less than 21
days before the date of meeting. The CBCA requires the directors of a company to
provide with the notice of a general meeting a form of proxy for use by every
member entitled to vote at such meeting as well as an information circular
containing prescribed information regarding the matters to be dealt with and the
conduct of the meeting.
Under the CBCA, the directors of the Company may call a meeting of
shareholders and one or more shareholders holding not less than 5% of the issued
voting shares of the Company may give notice to the directors requiring them to
call and hold a meeting.
-79-
LIMITATIONS ON OWNERSHIP OF SECURITIES
Except as described below under Exchange Controls, there are no
limitations on the right to own securities imposed by foreign law to the
Company's knowledge or by the Articles of the Company.
CHANGE IN CONTROL OF COMPANY
There are no provisions in the Company's Articles or By-laws that would
have the effect of delaying, deferring, or preventing a change in control of the
Company and that would operate only with respect to a merger, acquisition or
corporate restructuring of the Company or its subsidiaries.
MATERIAL CONTRACTS
Royalty Agreement between Meston and Repadre dated April 23, 1993 as
amended June 30, 2001, as described under Item 4 - Information on the Company.
Merger Agreement dated May 7, 2001 between Campbell, MSV and GeoNova
pursuant to which MSV and GeoNova became wholly-owned subsidiaries of the
Company, as described under Item 4 - Information on the Company.
Option agreement dated June 8, 2003 between Campbell and Wolfden as
described under Item 4 - Information on the Company.
ECU Facility Agreement dated October 26, 2004 between MSV, Campbell,
Meston, RMB International (Dublin) Limited and RMB, as described under Item 4 -
Information on the Company.
Sale and Purchase Agreement dated November 10, 2004 between GeoNova and
Metanor, as described under Item 4 - Information on the Company.
EXCHANGE CONTROLS
Other than as provided in the Investment Canada Act (Canada) (the
Investment Act), there are currently no limitations imposed by Canadian laws,
decrees or regulations that restrict the import or export of capital, including
foreign exchange controls, or that affect the remittance of dividends to
non-resident holders of the Company's securities. However, any such remittances
of dividends paid to United States residents are subject to withholding tax at a
rate equal to a maximum of 15% of the amount paid (see Item 10 - Taxation).
The following discussion summarises the material features of the
Investment Act, in its present form, for a non-resident of Canada who proposes
to acquire common shares of the Company. The Investment Act regulates the
acquisition of control of a Canadian business by a non-Canadian as defined under
the Investment Act. With respect to the Company, an acquisition of control is
considered to be the acquisition of the majority of its common shares. However,
if a non-Canadian acquires more than one-third of the voting shares of the
Company, but less than a majority, there is a presumed acquisition of control
unless it can be established that the Company is not controlled in fact by the
acquirer. All acquisitions of control of a Canadian business are notifiable
(which requires that a notification form be submitted to Investment Canada
within thirty days after the implementation of the investment) unless the
investment is reviewable. If the investment is reviewable, the investment may
not be implemented until the Minister responsible for the Investment Act is, or
has been deemed to be, satisfied that the investment is likely to be of net
benefit to Canada.
Where either the acquirer is, or the Company is presently controlled
by, a WTO investor (as that term is defined in the Investment Act), a direct
acquisition of control of the Company will only be reviewable if the
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value of the Company's assets, as shown on its audited financial statements for
the most recently completed fiscal year, is equal to or greater than $223
million. This amount varies each year based on the rate of growth in Canadian
gross domestic product. Other direct acquisitions of control are reviewable if
the value of the assets of the Company, as calculated above, is equal to or
greater than $5 million. The $5 million threshold for review also applies with
respect to the acquisition of control of any Canadian business that provides any
financial services or transportation services, is a cultural business, or is
engaged in the production of uranium and owns an interest in or producing
uranium property in Canada.
Indirect acquisitions of control (acquisitions of control of an entity
which in turn controls the Company) are not reviewable under the Investment Act
if the acquirer is a WTO investor or if the Company is controlled by a WTO
investor. Otherwise, an indirect acquisition will be reviewable if the value of
the Company's assets is $50 million or more, or if the value of the Company's
assets acquired in the total transaction are in Canada or the acquisition is not
effected through the acquisition of control of a foreign corporation.
Certain types of transactions are exempt from application of the
Investment Act including acquisitions of control of the Company:
(a) by the acquisition of voting shares or the voting interests by
any person in the ordinary course of that person's business as
a trader or dealer in securities;
(b) in connection with the realization of security granted for a
loan or other financial assistance and not for any purpose
related to the Investment Act;
(c) for facilitating its financing and not for any purpose related
to the Investment Act on the condition that the acquirer
divest control within two years after control was acquired;
and
(d) by reason of an amalgamation, merger, consolidation or
corporate reorganization following which the ultimate or
indirect control in fact of the Company through the ownership
of voting interests remains unchanged.
There are currently no limitations on the right of foreign or
non-resident owners of common shares to hold or vote such securities imposed by
Canadian law or the Company's charter or other constituent documents.
There are no family relationships between any of the directors and
executive officers of the Company.
TAXATION
CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES
The discussion under this heading summarises the material Canadian
federal income tax consequences of acquiring, holding and disposing of common
shares of the Company for a shareholder of the Company who is not resident in
Canada but is resident in the United States and who will acquire and hold common
shares of the Company as capital property for the purpose of the Tax Act. This
summary does not apply to a shareholder who carries on business in Canada
through a "permanent establishment" situated in Canada has a fixed tax base
regularly available to him through which he or she performs independent personal
services in Canada if the shareholder's holding in the Company is effectively
connected with such permanent establishment or fixed base. This summary is based
on the provisions of the Tax Act and the regulations thereunder and on the
Company's understanding of the administrative practices of CCRA and takes into
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account all specific proposals to amend the Tax Act or regulations made by the
Minister of Finance of Canada to March 15, 2005. It has been assumed that there
will be no other relevant amendment of any governing law although no assurance
can be given in this respect. This discussion is general only and is not a
substitute for independent advice from a shareholder's own Canadian and U.S. tax
advisors.
The provisions of the Tax Act are subject to income tax treaties to
which Canada is a party, including the Convention and the Protocols to the
Convention.
DIVIDENDS ON COMMON SHARES
Under the Tax Act, a non-resident of Canada is generally subject to
Canadian withholding tax at the rate of 25% on dividends paid or deemed to have
been paid to him by a corporation resident in Canada. The Convention limits the
rate to 15% if the shareholder is resident in the United and the dividends are
beneficially owned by and paid to him, and to 5% if the shareholder is a
corporation that beneficially owns at least 10% of the voting shares of the
payer corporation. The Convention generally exempts from Canadian income tax
dividends paid to a religious, scientific, literary, educational or charitable
organisation or to an organisation constituted and operated exclusively to
administer a pension, retirement or employee benefit fund or plan, if the
organisation is resident in the United States and is exempt from income tax
under the laws of the United States.
DISPOSITION OF COMMON SHARES
Under the Tax Act, a taxpayer's capital gain or capital loss from a
disposition of common shares of the Company is the amount, if any, by which his
proceeds of disposition exceed (or are exceeded by, respectively) the aggregate
of his adjusted cost base of the share and reasonable expenses of disposition.
One-half of a capital gain (the "taxable capital gain") is included in income,
and one-half of a capital loss in a year (the "allowable capital less") is
deductible from taxable capital gains realized in the same year. The amount by
which a shareholder's allowable capital loss exceeds the taxable capital gain in
a year may be deducted from a taxable capital gain realized by the shareholder
in the year or in the three previous or any subsequent year, subject to certain
restrictions in the case of a corporate shareholder.
In the case of a shareholder that is a corporation, the amount of any
capital loss otherwise determined may be reduced, in certain circumstances, by
the amount of dividends previously received in respect of the shares disposed
of, unless the corporation owned the shares for at least 365 days prior to
sustaining the loss and (together with corporations, persons and other entities
with whom the corporation was not dealing at arm's length) did not, at the time
the dividends were received, own more than 5% of the shares of any class of the
capital stock of the corporation from which the dividend was received. These
loss limitation rules may also apply where a corporation is a member of a
partnership or a beneficiary of a trust that owned the shares disposed of.
A non-resident of Canada is not subject to tax under the Tax Act in
respect of a capital gain realized upon the disposition of shares unless the
shares represent "taxable Canadian property". Common shares of the Company will
not generally constitute taxable Canadian property. Common shares of the Company
will constitute taxable Canadian property of a shareholder at a particular time
if the shareholder holds the shares as "capital property" and used the shares in
carrying on a business in Canada, or if at any time in the five years
immediately preceding the disposition the shareholder owned, either alone or
with persons with whom the shareholder did not deal at arm's length, 25% or more
of the issued shares of any class of the capital stock of the Company.
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Where a United States resident realises a capital gain on a disposition
of shares that constitute "taxable Canadian property", the Convention relieves
the United States resident from liability for Canadian tax on such capital gains
unless:
(a) the value of the shares is derived principally from "real
property" in Canada, including the right to explore for or
exploit natural resources and rights to amounts computed by
reference to production,
(b) the shareholder was resident in Canada for 120 months during
any period of 20 consecutive years preceding the disposition,
was resident in Canada at any time during the 10 years
immediately preceding the disposition and the shares were
owned by him when he ceased to be resident in Canada, or
(c) the shares formed part of the business property of a
"permanent establishment" or pertained to a fixed base used
for the purpose of performing independent personal services
that the shareholder has or had in Canada within the 12 months
preceding the disposition.
Notwithstanding the potential exemption from Canadian tax provided
under the Convention, where a non-resident of Canada disposes of shares of
common shares of the Company that are "taxable Canadian property", the
non-resident is required to file a Canadian income tax return in respect of any
such dispositions.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarises the material United States federal
income tax consequences to certain U.S. Holders (as defined below) of the
acquisition, ownership and disposition of the Company's common shares. This
discussion assumes such holders hold the common shares as capital assets for
United States Federal income tax purposes. This discussion does not address
consequences peculiar to persons subject to special provisions of federal income
tax law, such as tax-exempt organisations, qualified retirement plans, financial
institutions, insurance companies, real estate investment trusts, regulated
investment companies, broker-dealers, non-resident alien individuals or foreign
corporations, shareholders owning common shares representing 10% of the vote and
value of the Company. In addition, this discussion does not address any state,
local or foreign tax consequences.
The following discussion is based upon the Internal Revenue Code of
1986, as amended (the "Code"), final, temporary and proposed Treasury
Regulations promulgated thereunder, published Internal Revenue Service ("IRS")
rulings, published administrative positions of the IRS and court decisions that
are currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis. In addition, this discussion does not
consider the potential effects, both adverse and beneficial of recently proposed
legislation which, if enacted, could be applied, possibly on a retroactive
basis, at any time. The following discussion is for general information only and
is not intended to be, nor should it be construed to be, legal or tax advice to
any holder or prospective holder of the Company's common shares and no opinion
or representation with respect to the United States federal income tax
consequences, to any such holder or prospective holders is made. Accordingly,
holders and prospective holders of the Company's common shares should consult
their own tax advisors about the federal, state, local foreign tax consequences
of purchasing, owning and disposing of shares of common shares of the Company.
U.S. HOLDERS
As used herein, the term "U.S. Holder" means a beneficial owner of
common shares that is (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organised
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under the laws of the United States, or any political subdivision thereof, (iii)
an estate the income of which is subject to United States federal income tax
regardless of source, or (iv) a trust subject to the primary supervision of a
United States court and which has one or more United States persons who have the
authority to control all substantial decisions of the trust.
DISTRIBUTIONS OF COMMON SHARES
For United States Federal income tax purposes, the gross amount of all
distributions paid (without reduction for Canadian income tax withheld) with
respect to common shares out of current or accumulated earnings and profits as
determined under United States Federal income tax principles to a U.S. Holder
will be treated as foreign source ordinary income to such holder. Such Canadian
tax withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's United States federal taxable income by
those who itemise deductions. (See more detailed discussion at "Foreign Tax
Credit" below.) To the extent that distributions exceed current or accumulated
earnings and profits of the Company, they will be treated first as a return of
capital up to the U.S. Holder's adjusted basis in the common shares and
thereafter as gain from the sale or exchange of such shares. Preferential tax
rates for long-term capital gains may be available to non-corporate U.S.
Holders. Dividends paid on the Company's common shares will not generally be
eligible for the dividends received deduction provided to corporations receiving
dividends from certain United States corporations.
If a dividend is paid in Canadian dollars, the amount includible in
income will be the U.S. dollar value of the Canadian dollars at the exchange
rate in effect on the date of receipt of the distribution by the U.S. Holder. A
U.S. Holder will have a tax basis in such Canadian dollars for United States
federal income tax purposes equal to the United States dollar value on the date
of receipt. Gain or loss, if any, realized on the disposition of the Canadian
dollars generally will be United States source ordinary income or loss.
FOREIGN TAX CREDIT
A U.S. Holder who pays (or has withheld from distributions) Canadian
income tax with respect to the ownership of the Company's common shares may be
entitled, at the option of the U.S. Holder, but subject to the limitations
discussed below, to either a deduction or a tax credit for such foreign tax paid
or withheld. Subject to certain limitations, Canadian taxes withheld will be
eligible for credit against the U.S. Holder's United States federal income
taxes. Under the Code, the limitation on foreign taxes eligible for credit is
calculated separately with respect to specific classes of income. Dividends paid
by the Company generally will be either "passive" income or "financial services"
income, depending on the particular U.S. Holder's circumstances. Foreign tax
credits allowable with respect to each class of income cannot exceed the U.S.
federal income tax otherwise payable with respect to such class of income. The
consequences of the separate limitations will depend on the nature and sources
of each U.S. Holder's income and the deductions appropriately allocated or
apportioned thereto. The availability of the foreign tax credit and the
application of the limitations on the credit are fact specific and holders and
prospective holders of common shares should consult their own tax advisors
regarding their individual circumstances.
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DISPOSITION OF COMMON SHARES
A U.S. Holder will recognize United States source gain or loss upon the
sale of common shares equal to the difference, if any, between (i) the amount of
cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the common shares. This gain or loss will be capital
gain or loss if the shares are a capital asset in the hands of the U.S. Holder,
and such gain or loss will be long-term capital gain or loss if the U.S. Holder
has held the common shares for more than one year. Gains and losses are netted
and combined according to special rules in arriving at the overall capital gain
or loss for a particular tax year. The net long-term capital gain of
non-corporate U.S. Holders generally will be subject to tax at a maximum rate of
20 percent. Deductions for net capital losses are subject to significant
limitations.
OTHER CONSIDERATIONS
In the following circumstance, the above discussion may not describe
the United States federal income tax consequences resulting from the holding and
disposition of the Company's common shares:
PASSIVE FOREIGN INVESTMENT COMPANY
Special rules are applicable to U.S. Holders owning shares in a passive
foreign investment company (a "PFIC"). A foreign corporation will be classified
as a PFIC if at least 75% of its gross income for the taxable year is passive
income or if the value of assets held by it during the taxable year which
produce passive income represents at least 50% of the value of its assets. In
determining whether a foreign corporation is a PFIC, if the foreign corporation
owns 25% or more (by value) of the stock of another corporation, the foreign
corporation is treated as if it (i) held its proportionate share of the assets
of such other corporation, and (ii) received directly its proportionate share of
the income of such other corporation. In general, "passive income" includes the
excess of gains over losses from certain commodities transactions, including
transactions involving gold and other precious metals. However, gains from
commodities transactions generally are excluded from the definition of passive
income if (i) such gains are derived by a foreign corporation in the active
conduct of a commodity business by an active producer, merchant or handler of
commodities, and (ii) "substantially all" of such corporation's business is as
an active producer or processor of commodities (the "active commodities business
exclusion").
Based on the nature of the income, assets and activities of the
Company, it is not certain whether the Company could be classified as a PFIC for
any taxable year. While the Company believes that it presently qualifies for the
active commodities exclusion, the application of the relevant provisions of the
Code and accompanying prior and current regulations to the Company is not.
Further, the operations and business plans of the Company may change in
subsequent taxable years. Therefore, no assurances can be made regarding the
present of future status of the Company.
If the Company were treated as a PFIC at any time during a U.S.
Holder's holding period for the common shares, such U.S. Holder might be subject
to additional tax as well as certain interest charges in respect of the deferral
of tax for the period during which such common shares were held. Any such
additional tax and interest charges would apply to the disposition of the common
shares or the receipt of certain dividends that are considered "excess
distributions" under the Code. Additionally, any gain realized on the
disposition of such common shares would be treated as ordinary income rather
than as capital gain and the tax basis of the common shares held by a U.S.
Holder generally would not be stepped up to fair market value at death. U.S.
Holders and prospective holders of common shares should consult their own tax
advisors regarding the possible application of the PFIC rules to the Company.
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BACKUP WITHHOLDING
Certain non-corporate U.S. Holders may be subject to backup withholding
at a rate of 31% on taxable distributions with respect to the common shares and
the proceeds of a disposition of the common shares. Backup withholding will
apply only if the U.S. Holder (i) fails to furnish its Taxpayer Identification
Number ("TIN") which, in the case of an individual, would be his or her social
security number, (ii) furnishes an incorrect TIN, (iii) is notified by the IRS
that it has failed to properly report payments of interest or dividends or (iv)
under certain circumstances, fails to certify, under the penalty of perjury,
that it has furnished a correct TIN and has not been notified by the IRS that it
is subject to backup withholding. Under newly issued U.S. Treasury regulations,
in the case of interest paid after December 31, 1999, a U.S. Holder generally
will be subject to backup withholding at a 31% rate unless certain IRS
certification procedures are complied with, directly or through an intermediary.
U.S. Holders should consult their tax advisors regarding their qualification for
exemption from backup withholding and the procedure for obtaining such an
exemption if applicable.
DOCUMENTS ON DISPLAY
Any shareholder may inspect any of the documents or Exhibits referred
to in this Annual Report or any other disclosure by making a request to the
Company in writing.
SUBSIDIARY INFORMATION
Information relating to the Company's subsidiaries is contained in Item
4 - Information on the Company particularly under "Organizational Structure" and
in Item 19 under "Exhibit 8.1".
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the notes to the consolidated financial statements in Item 17 and
"Management's Discussion and Analysis" in Item 5 for additional information.
GOLD RISK DISCLOSURES
The results of the Company's operations are affected significantly by
the market price of gold. See disclosure in Notes 10(c), 13, 16(a) and 19(c).
Gold prices are influenced by numerous factors over which the Company has no
control, including expectations with respect to the rate of inflation, the
relative strength of the United States dollar and certain other currencies,
interest rates, global or regional political or economic crises, demand for
jewellery and certain industrial products, and sales by central banks, other
holders of gold and gold producers.
To reduce the impact of negative changes in the gold price the Company
may attempt to fix the future price at which the Company's gold production is
sold through the use of fixed forward sale contracts, spot deferred gold sale
contracts or through the use of various derivative instruments such as puts and
calls.
The Company's last forward gold sales contracts expired on December 31,
2001 and the $0.8 million of cash, deposited to secure potential obligations in
respect of these contracts, was released.
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FOREIGN CURRENCY RISK DISCLOSURES
The Company's reporting currency is Canadian dollars. The sales price
of gold (represents approximately 95% of total metal sales) and copper
(represents approximately 5% of total metal sales) is denominated in United
States dollars. The Company's Joe Mann Mine is in Canada and its future
profitability is impacted by fluctuations in the United States dollar relative
to the Canadian dollar. To reduce the impact of the fluctuations in the relative
exchange rates on the Company's operations the Company may enter into fixed
forward contracts to sell United States dollars and buy Canadian dollars. At
December 31, 2004 the Company had no forward contracts to sell United States
dollars. (See under heading "Currency And Metric Equivalents")
OTHER FINANCIAL INSTRUMENT RISK DISCLOSURES
In 2004, a subsidiary of the Company entered in an ECU financing of
$4,000,000 with RMB, guaranteed by a first-ranking hypothec on the Corner Bay,
Eastmain and Joe Mann properties, and a floating charge on all other Company
assets. The amounts borrowed can be redeemed by tranches of $500,000 on or
before May 2, 2005, at the Company's right. On that date, RMB may elect to
convert into Company's common shares a maximum of $1,000,000. After May 2, 2005,
and before November 2, 2006, the maturing date, RMB may elect to convert part or
the balance owing under this facility into common shares of the Company. In both
instances, the rate of conversion will be $0.574 per share if the average price
of the share is less than $1.70 per share for a period of 20 days prior to
conversion. If the average price of the share for the same 20-day period is
equal to or higher than $1.70 per share, the rate of conversion will be the
multiple of the average multiplied by the rate of conversion of $0.574 per share
and divided by $1.70. The balance outstanding is to be reimbursed by the Company
on November 2, 2006. The EUC financing bears interest at LIBOR plus 3.5% and is
payable quarterly. If the Company decides not to pay the interest, RMB may elect
to add the interest payable to the balance of the loan or to convert it in
common shares based on the share current market price.
COMPETITION
The Company competes with other mining companies in connection with the
acquisition of mining claims and leases on gold and other precious metals
prospects and in connection with the recruitment and retention of qualified
employees.
Since there is a world market for gold, the Company believes that no
single company has sufficient market power to materially affect the price or
supply of gold in the world market.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES - NOT APPLICABLE
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES - NONE
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHT OF SECURITY HOLDERS AND USE OF
PROCEEDS - NONE
ITEM 15. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
conducted an evaluation of the effectiveness of disclosure controls and
procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of
1934, as amended, as of the end of the period covered by this Annual Report
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(the "Evaluation Date"). Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of the Evaluation Date, the
disclosure controls and procedures are effective in ensuring that all material
information required to be filed in this Annual Report has been made known to
them in a timely fashion. There have been no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date the Chief Executive Officer and Chief Financial Officer
completed their evaluation.
ITEM 16 A. AUDIT COMMITTEE FINANCIAL EXPERT
Messrs. Clow, McCartney and Pralle, all of whom are non-management and
unrelated directors with the exception of Mr. McCartney, currently comprise the
Audit Committee. Mr. Pralle is Chairman of the Audit Committee. Messrs. Clow,
McCartney and Pralle satisfy the current requirements of the TSX, relating to
the independence and the qualification of the members of the Audit Committee.
Graham G. Clow obtained a B.Sc in Geological Engineering in 1972, and a
B.Sc in Mining Engineering in 1974. He has 31 years experience in the mining
industry at all levels from operations to corporate, including chief executive
officer of public companies.
James C. McCartney has 39 years of experience as a corporate lawyer in
the fields of corporate finance and mergers and acquisitions in major part for
mining companies.
G.E. "Kurt" Pralle is a graduate in mining engineer (1958), a graduate
metallurgical engineer (1959), and has post-graduate education in financial and
credit assessment. He has 20 years of experience as Vice President of Citibank
with Specialized (mining/metals) Industries credit authority, and has been a
director of mining companies.
The Board of Directors of Campbell has determined that Mr. Pralle
qualifies as an "audit committee financial expert".
ITEM 16 B. CODE OF ETHICS
As part of its stewardship responsibilities, the Board of Directors has
approved formal "Standards of Ethical Conduct" that govern the behaviour of the
directors, officers and employees of the Company. The Board monitors compliance
with these standards and is responsible for the granting of any waivers from
these standards to directors or officers. Disclosure will be made by the Company
of any waiver from these standards granted to the directors or officers of the
Company in the quarterly report of the Company that immediately follows the
grant of such waiver. No waiver has been granted to date. A copy of the
"Standards of Ethical Conduct" was filed as Exhibit 11.1 to the 2003 Annual
Report on Form 20-F.
ITEM 16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) AUDIT FEES
The aggregate fees billed for professional services rendered by Samson
Belair / Deloitte & Touche s.e.n.c.r.l., the principal accountant for the
Company, for the audit of the Company's annual financial statements and services
normally provided by such accountants in connection with the Company's statutory
and regulatory filings for the Company's fiscal year ended December 31, 2004,
were $160,786 (2003 - $118,893).
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(b) AUDIT-RELATED FEES
The aggregate fees billed for assurance and related services by Samson
Belair / Deloitte & Touche s.e.n.c.r.l. that are reasonably related to the
performance of the audit or review of the Company's financial statements were
$16,604 for the Company's fiscal year ended December 31, 2004 (2003 - $ 9,750).
(c) TAX FEES
The aggregate fees billed for products and services rendered by Samson
Belair / Deloitte & Touche s.e.n.c.r.l. for tax compliance, tax advice and tax
planning for the Company's fiscal ended December 31, 2004 were $4,413 (2003 -
$12,000 for tax compliance for the 2003 fiscal year). Such services included
special tax service rendered in connection with a notice of assessment issued by
the fiscal authorities.
(d) ALL OTHER FEES
There were no additional fees billed for professional services rendered
by Samson Belair / Deloitte & Touche s.e.n.c.r.l. other than the fees reported
in this Item 16C above for the Company's fiscal year ended December 31, 2004
5,978 (2003-Nil).
(e) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES
The Audit Committee approves the engagement terms for all audit and
non-audit services to be provided by the Company's accountants before such
services are provided to the Company or any of its subsidiaries.
The Audit Committee approved one hundred percent (100%) of the services
provided to the Company and its subsidiaries described in Items 16C (b) through
(d) above.
(f) AUDITORS USE OF NON-PERMANENT EMPLOYEES
None of the hours expended by Samson Belair / Deloitte & Touche
s.e.n.c.r.l. on its engagement to audit the Company's financial statements for
the fiscal year ended December 31, 2004, were performed by persons other than
fulltime permanent employees of Samson Belair / Deloitte & Touche s.e.n.c.r.l.
ITEM 16 D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES - NONE
ITEM 16 E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS - NONE
PART III
ITEM 17. FINANCIAL STATEMENTS
The Company has elected to comply with the financial statement
requirement of this Item rather than Item 18. The financial statements filed as
part of this Annual Report are listed in "Item 19 - Exhibits".
These financial statements were prepared in accordance with generally
accepted accounting principles in Canada and are expressed in Canadian dollars.
Such financial statements have been reconciled to US generally accepted
accounting principles in Note 19. For a history of the exchange rates which were
in effect for Canadian dollars against U.S. dollars, see "Currency and Metric
Equivalents".
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FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
(EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
YEARS ENDED DECEMBER 31 2004 2003 2002 2001 2000
$ $ $ $ $
OPERATING RESULTS (IN THOUSANDS) (Restated) (Restated) (Restated)
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Metal sales 21,833 22,307 14,711 - 15,682
Loss from operations 9,515 6,368 7,023 5,305 44,675
Net loss 8,192 3,940 5,361 4,566 42,025
Cash flow provided by (used for) operations 1,193 (4,380) (4,994) (787) (13,800)
Capital expenditures 28,053 4,193 4,256 1,789 7,196
FINANCIAL POSITION (IN THOUSANDS)
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Cash and short-term deposits 1,191 4,752 3,432 2,761 4,548
Money market instruments - - - - -
Total assets 177,756 159,773 133,866 112,333 77,960
Long-term debt 63,808 59,589 56,468 55,974 52,224
Capital stock 69,610 55,429 30,013 24,620 125,355
Shareholders' equity 54,585 45,803 24,284 24,250 13,468
PER SHARE DATA
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Net loss per share 0.08 0.07 0.13 0.19 2.66
Book value per share 0.51 0.53 0.50 0.68 0.85
OPERATIONAL STATISTICS
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
Gold production - ounces 39,200 42,700 32,500 - 38,400
Gold revenue per ounce - US dollars 408 369 321 - 279
Cash cost per ounce - US dollars 419 375 361 - 463
SHARES OUTSTANDING (IN THOUSANDS)
---------------------------------------------------- ----------- ----------- -------------- ------------- -------------
At year end 107,238 86,762 44,478 32,562 15,784
Weighted average during year 96,482 55,251 40,230 23,720 15,733
On March 30, 2005, the noon buying rate for Cdn $1.00 was US$1.2165.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 2004 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
------------------------------------------- ----------------- ----------------- ----------------- -------------------
$ $ $ $
Metal sales 4,396 6,466 5,397 5,574
Loss from operations (2,164) (2,093) (1,388) (3,870)
Net earning (loss) (1,796) (2,100) (1,267) (3,029)
Net earning (loss) per share (0.02) (0.02) (0.01) (0.03)
YEAR ENDED DECEMBER 31, 2003 $ $ $ $
(Restated) (Restated) (Restated)
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
-90-
Consolidated financial statements of
CAMPBELL RESOURCES INC.
December 31, 2004, 2003 and 2002
Management's Responsibility for Financial Reporting
To the Shareholders of Campbell Resources Inc.
The accompanying consolidated financial statements of the Company were
prepared by management in accordance with Canadian GAAP, consistently applied
and within the framework of the summary of significant accounting policies in
these consolidated financial statements. Management is responsible for all
information in the Annual Report. All financial and operating data in the Annual
Report is consistent, where appropriate, with that contained in the consolidated
financial statements.
A system of internal accounting control is maintained in order to
provide reasonable assurance that assets are safeguarded and that transactions
are properly recorded and executed in accordance with management's
authorization. This system includes established policies and procedures, the
selection and training of qualified personnel and an organization providing for
appropriate delegation of authority and segregation of responsibilities.
The Board of Directors discharges its responsibilities for the
consolidated financial statements primarily through the activities of its Audit
Committee composed of three directors, none of whom are members of management.
This Committee meets with management to assure that it is performing its
responsibility to maintain financial controls and systems and to approve the
annual consolidated financial statements of the Company. The Audit Committee
also meets with the independent auditors to discuss the results of their audit
and their audit report prior to submitting the consolidated financial statements
to the Board of Directors for approval.
The consolidated financial statements have been audited on behalf of
the shareholders by the Company's independent auditors, Samson Belair / Deloitte
& Touche s.e.n.c.r.l., in accordance with generally accepted auditing standards.
The auditors' report outlines the scope of their examination and their opinion
on the consolidated financial statements.
By: (s) Andre Y. Fortier By: (s) Lucie Brun
President and Chief Executive Officer Executive Vice-President
and Chief Administrative Officer
-91-
SAMSON BELAIR/DELOITTE &
TOUCHE S.E.N.C.R.L.
1 Place Ville Marie
Suite 3000
Montreal QC H3B 4T9
Canada
Tel: (514) 393-5246
Fax: (514) 390-4113
www.deloitte.ca
REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
To the Board of Directors and the Shareholders of
Campbell Resources Inc.
We have audited the consolidated balance sheets of Campbell Resources Inc. as at
December 31, 2004 and 2003 and the consolidated statements of operations,
contributed surplus and deficit and cash flows for each of the years in the
three-year period ended December 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing
standards and standards of the Public Company Accounting Oversight Board (United
States). These standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2004
and 2003 and the results of its operations and its cash flows for each period,
included in the three-year period ended December 31, 2004, in accordance with
Canadian GAAP.
The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly we express no such opinion.
(s) Samson Belair Deloitte & Touche s.e.n.c.r.l.
Independent Registered Chartered Accountants
Montreal, Quebec
February 23, 2005
-92-
COMMENTS BY INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS ON CANADA-UNITED STATES
OF AMERICA REPORTING STANDARDS DIFFERENCE
The standards of the Public Company Accounting Oversight Board (United States)
require the addition of an explanatory paragraph (following the opinion
paragraph) when there are changes in accounting principles that have a material
effect on the comparability of the Company's consolidated financial statements,
such as the change described in Note 2 to the financial statements. Although we
conducted our audits in accordance with both Canadian generally accepted
auditing standards and the standards of the Public Company Accounting Oversight
Board (United States), our report to the Board of Directors and the
Shareholders, dated February 23, 2005, is expressed in accordance with Canadian
reporting standards which do not require a reference to such changes in
accounting principles in the Independent Registered Chartered Accountants'
report when the change is properly accounted for and adequately disclosed in the
financial statements.
(s) Samson Belair Deloitte & Touche s.e.n.c.r.l.
Independent Registered Chartered Accountants
Montreal, Quebec
February 23, 2005
-93-
CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
2004 2003 2002
------- ------- -------
$ $ $
(Restated)
GROSS METAL SALES 21,833 22,307 14,711
Treatment charges 1,372 1,495 401
------- ------- -------
Net metal sales 20,461 20,812 14,310
------- ------- -------
Expenses
Mining 20,853 21,516 16,207
Amortization 4,802 4,466 3,532
Write-down of the Joe Mann property (Note 7) 1,750 -- --
General administration 2,534 1,777 1,815
Exploration 705 -- --
Care and maintenance 365 242 223
------- ------- -------
31,009 28,001 21,777
------- ------- -------
Loss before the following items 10,548 7,189 7,467
Interest expense on long-term debt (Note 12) 405 769 668
Interest income (Note 4) (1,702) (1,854) (1,268)
Amortization of deferred charges 264 264 156
------- ------- -------
Loss from operations 9,515 6,368 7,023
------- ------- -------
Other (income) expense
Foreign exchange gain (47) (682) (20)
Gain on sale of subsidiaries (Note 13) -- (2,296) (777)
Other (income) expense (797) 309 (980)
Share of loss of affiliate -- 190 53
------- ------- -------
(844) (2,479) (1,724)
------- ------- -------
Loss before taxes and non-controlling interest 8,671 3,889 5,299
Income and mining tax (recovery) expense (Note 14) (455) 81 62
------- ------- -------
8,216 3,970 5,361
Non-controlling interest (24) (30) --
------- ------- -------
NET LOSS 8,192 3,940 5,361
======= ======= =======
WEIGHTED AVERAGE NUMBER OF COMMON SHARES ('000) 96,482 55,251 40,230
======= ======= =======
BASIC AND FULLY DILUTED LOSS PER SHARE 0.08 0.07 0.13
======= ======= =======
See notes to the consolidated financial statements.
-94-
CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF CONTRIBUTED SURPLUS AND DEFICIT
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
2004 2003 2002
------ -------- --------
$ $ $
(Restated) (Restated)
CONTRIBUTED SURPLUS
Balance, beginning of year 1,081 -- --
Expired warrants initially applied against
the deficit in 2003 -- 1,081 --
Stock options expired during the year (Note 11) 20 -- --
------ ------ -----
Balance, end of year 1,101 1,081 --
====== ====== =====
DEFICIT
Balance, beginning of year
As previously reported 11,008 7,068 3,855
Adjustment for change in accounting policy with respect
to asset retirement obligations (Note 2) -- -- (2,148)
------ ------ -----
As restated 11,008 7,068 1,707
Net loss 8,192 3,940 5,361
------ ------ -----
Balance, end of year 19,200 11,008 7,068
====== ====== =====
See notes to the consolidated financial statements.
-95-
CAMPBELL RESOURCES INC.
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
2004 2003
-------- ---------
$ $
(Restated)
ASSETS
Current assets
Cash and cash equivalents 1,191 4,752
Restricted cash 350 234
Short-term investments 102 536
Receivables 2,819 2,125
Settlements receivable 3,131 2,128
Notes receivable (Note 4) -- 590
Production inventories 592 453
Supply inventories 3,982 4,246
Prepaids 218 635
-------- --------
12,385 15,699
Amount receivable from Copper Rand/Portage Restoration Fiduciary
Trust (Note 5) 2,853 2,918
Notes receivable (Note 4) 26,145 26,145
Restricted deposits and exchange agreements (Note 6) 49,447 49,173
Future income taxes (Note 14) 1,901 1,516
Property, plant and equipment (Note 7) 79,379 59,669
Accrued benefit asset (Note 17) 3,215 2,460
Deferred charges and other assets (Note 8) 2,431 2,193
-------- --------
177,756 159,773
======== ========
LIABILITIES
Current liabilities
Short-term loan 2,686 --
Accounts payable 11,149 4,829
Accrued liabilities 3,670 3,302
Current portion of long-term debt (Note 10) 2,694 490
-------- --------
20,199 8,621
Asset retirement obligations (Note 9) 7,321 7,112
Long-term debt (Note 10) 63,808 59,589
Future income taxes (Note 14) 4,067 2,216
Deferred royalty (Note 4) 27,776 30,373
Other liabilities -- 314
Non-controlling interest -- 5,745
-------- --------
123,171 113,970
-------- --------
SHAREHOLDERS' EQUITY
Capital stock (Note 11) 69,610 55,429
Warrants, stock options and conversion rights (Note 11) 3,074 301
Contributed surplus 1,101 1,081
Deficit (19,200) (11,008)
-------- --------
54,585 45,803
-------- --------
177,756 159,773
======== ========
See notes to the consolidated financial statements.
APPROVED BY THE BOARD
(s) Andre Y. Fortier (s) G.E. "Kurt" Pralle
------------------------------------ ----------------------------------
ANDRE Y. FORTIER G.E. "KURT" PRALLE
Director Director
-96-
CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
2004 2003 2002
------- ------- --------
$ $ $
(Restated)
OPERATING ACTIVITIES
Net loss (8,192) (3,940) (5,361)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Amortization 4,802 4,466 3,532
Write-down of the Joe Mann property (Note 7) 1,750 -- --
Deferred royalty amortization (2,597) (1,462) (565)
Future income tax related to flow-through
share renunciation (550) -- --
Gain on sale of subsidiaries (Note 13) -- (2,296) (777)
Gain on sale of property, plant and equipment (39) -- --
Loss on repurchase of royalty (Note 4) -- 559 --
Gain on sale of short-term investments (374) (112) --
Share of loss of affiliate -- 190 53
Asset retirement accretion expense, net of the share
assumed by the Restoration Fiduciary Trust 273 237 224
Amortization of deferred charges and other assets 356 315 191
Unrealized foreign exchange loss (gain) 42 (717) (38)
Accretion of short-term loan and long-term debt 101 206 --
Stock-based compensation (Note 11) 269 43 --
Deferred interest accrued on long-term debt 52 136 252
Non-controlling interest (24) (30) --
Excess of amount paid over pension plan costs (25) (19) (25)
Share purchase plan 56 -- --
Share bonus plan 48 -- --
Other 12 (59) (115)
Changes in non-cash working capital (Note 15) 5,233 (1,897) (2,365)
----- ------ ------
Cash provided by (used for) operating activities 1,193 (4,380) (4,994)
----- ------ ------
FINANCING ACTIVITIES
Increase in short-term loan 2,686 -- --
Increase (decrease) in long-term debt 8,834 (2,644) 2,947
Issuance of capital stock (Note 11) 8,748 9,288 6,516
Other liabilities -- -- (26)
Future mining taxes 1,466 -- --
Share issue costs (689) (647) (582)
Conversion rights on long-term debt 460 -- --
Warrants issued as part of private placements 1,996 -- --
------ ----- -----
Cash provided by financing activities 23,501 5,997 8,855
------ ----- -----
-97-
CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31
(EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)
2004 2003 2002
------- ------- ---------
$ $ $
(Restated)
INVESTING ACTIVITIES
Restricted cash (116) (234) --
Notes receivable (Note 4) 590 1,902 2,726
Business acquisitions, net of cash (Note 3) -- (41) --
Increase in property, plant and equipment (28,053) (4,193) (4,256)
Proceeds on sale of subsidiaries (Note 13) -- 1,492 --
Proceeds on sale of short-term investments 796 729 --
Proceeds on sale of property, plant and equipment 50 48 65
Amount paid in excess of the pension plan costs
capitalized to property, plant and equipment (951) -- --
Increase in deferred charges and other assets (571) -- (1,725)
------- ------- -------
Cash used in investing activities (28,255) (297) (3,190)
------- ------- -------
(Decrease) increase in cash and cash equivalents (3,561) 1,320 671
Cash and cash equivalents, beginning of year 4,752 3,432 2,761
------- ------- -------
CASH AND CASH EQUIVALENTS, END OF YEAR 1,191 4,752 3,432
======= ======= =======
See notes to the consolidated financial statements.
Supplementary information (Note 15b))
-98-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
1. DESCRIPTION OF BUSINESS
Campbell Resources Inc. (the "Company" or "Campbell") was incorporated
under the laws of British Columbia and continued under the Canada
Business Corporations Act. The Company, through its subsidiaries, is
engaged in the business of exploration, development, mining and
processing of precious and base metals in the Chibougamau Region
located in the Province of Quebec.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Preparation of consolidated financial statements
The consolidated financial statements are prepared in accordance with
Canadian GAAP, which differ in certain material respects with United
States GAAP. Significant differences relevant to the Company are
presented in Note 19.
Use of estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities and the reported amounts of revenue and expenses
during the period. Actual results could differ from estimates. During
the fiscal periods presented, management has made a number of
significant estimates and valuation assumptions, including estimates of
the net realizable value of receivables and settlements receivable,
inventories, the useful lives of capital assets, the recoverability of
mining properties, the future costs associated with environmental and
site restoration matters, and the fair value of financial assets and
liabilities. These estimates and valuation assumptions are based on
current information and management's planned course of action, as well
as assumptions about future business and economic conditions. Should
the underlying valuation assumptions and estimates change, the recorded
amounts could change by a material amount.
Uncertainties
The Company's ability to discharge its liabilities and realize the
carrying value of its assets in the normal course of operations is
dependent upon the existence of economically recoverable reserves, the
ability of the Company to obtain the necessary financing to complete
exploration and development, and future profitable production or
proceeds from disposal of its interests.
Principles of consolidation
The consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany balances and
transactions have been eliminated on consolidation.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances with banks
and short-term deposits with original maturities of three months or
less.
-99-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Production inventories
Production inventories are valued at the lower of average production
cost and net realizable value. Production cost includes direct labour,
benefits and supplies.
Supplies inventories
Supplies inventories are valued at the lower of average cost and
replacement cost.
Investments
Short-term investments are recorded at the lower of cost and net
realizable value.
Property, plant and equipment
Mining properties represents the aggregate of acquisition cost,
capitalized exploration and development costs and infrastructure
investments. They are recorded at cost and are amortized on the
unit-of-production method basis using proven and probable reserves to
which they relate. Costs incurred to expand existing capacity, develop
new ore bodies and develop property substantially in advance of
production are capitalized.
Plant buildings and equipment used in the mining process are recorded
at cost with amortization provided on the unit-of-production method
basis using proven and probable reserves to which they relate. The
houses, stationery and surface equipment are amortized using the
declining balances at 3%, 10% and 10%, respectively. Mills and other
equipment are amortized using the straight-line method over their
estimated useful lives.
Exploration expenditures are charged to earnings in the period incurred
except where these costs relate to specific properties for which
economically recoverable reserves exist, in which case they are
deferred. Significant property payments for active exploration
properties are capitalized. If no mineable ore body is discovered,
previously capitalized costs are expensed.
Mining properties are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of these
assets may not be recoverable. Conditions that may trigger an
impairment assessment include changes in reserve estimates, commodity
prices or estimated operating and reclamation and restoration costs. If
estimated future net undiscounted cash flows expected to result from
the use of the properties and their eventual disposal are less than the
carrying amount, then these properties are written down to their
estimated fair value amount determined on a discounted basis. Estimated
future net discounted cash flows are based on currently estimated
reserves and current estimates of future commodity prices and operating
and reclamation and restoration costs.
Deferred charges and other assets
Deferred charges and other assets are comprised principally of charges
incurred in relation to the royalty sale (Note 4). These charges are
amortized on a straight-line basis over a 10-year period. The fees
related to the long-term debt and short-term loan are amortized on a
straight-line basis over the financing period.
-100-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based compensation plans
The Company has two stock-based compensation plans, which are described
in Note 11. No compensation expense for these plans was recognized
prior to 2003, when stock options were issued to directors or
employees. Any consideration paid by employees and directors on
exercise of stock options is credited to share capital.
On January 1, 2002, the Company adopted the recommendations of the
Canadian Institute of Chartered Accountants ("CICA") Handbook Section
3870, "Stock-Based Compensation and Other Stock-Based Payments." This
Section established standards for the recognition, measurement and
disclosure of stock-based compensation made in exchange for goods and
services and requires the use of the fair value method to account for
awards to non-employees and direct awards of stock to employees and
encourages, but does not require, the use of the fair value method to
account for stock-based compensation costs arising from awards to
employees. For fiscal years beginning on or after January 1, 2002,
Section 3870 of the CICA Handbook allows the presentation of pro forma
information related to net earnings and earnings per share as if the
fair value based method had been used. This pro forma data is presented
in Note 11 for awards granted to employees in 2002.
For 2003 and in accordance with the modifications included in Section
3870 of the CICA Handbook, the Company prospectively adopted the fair
value based method to account for stock-based compensation costs
arising from awards to employees.
Deferred royalty
The deferred royalty is considered deferred income and is amortized
based on the number of tons extracted from the Joe Mann Mine multiplied
by $14 per ton in 2004 ($8 per ton in 2003 and 2002) and $35 per ton in
2005 and after.
Asset retirement obligations
In 2003, the Company opted for early adoption of the recommendations of
Section 3110 of the CICA Handbook, entitled "Asset Retirement
Obligations". This section establishes standards for the recognition,
measurement and disclosure of liabilities for asset retirement
obligations and the associated asset retirement costs.
The estimated costs of asset retirement obligations are based on
periodic evaluations performed by Company management and engineers. In
addition, the Company's financial personnel estimate the appropriate
risk-free credit adjusted interest rate and annual inflation rate to
use in calculating the asset retirement obligations. The Company uses
its recent borrowing experience in determining the appropriate
risk-free interest rate to use. The annual inflation rate used in the
computations is based on the previous year average consumer price index
of Canada. Changes in such estimates could significantly affect the
Company's operating costs and net results.
In 2003, this new section was adopted retroactively with the
restatement of previous years' financial statements and had for effect
a decrease of the deficit of $2,148,000 as at January 1, 2003.
-101-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share issue costs
Share issue costs incurred are applied against capital stock issued
during the year.
Income taxes
The Company accounts for its income taxes by using the asset and
liability method. Under the asset and liability method, future tax
assets and liabilities are recognized for future tax consequences
attributable to differences between the financial statement carrying
value and the tax basis of assets and liabilities. Future tax assets
are recognized only to the extent that, in the opinion of management,
it is more likely than not that the future income tax assets will be
realized.
Future tax assets and liabilities are measured using enacted or
substantively enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. The effect on future tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date.
Revenue recognition
The Company recognizes metal revenue when title to delivered gold,
silver or copper and the risks and rewards of ownership are passed to
the buyer. All commodity price adjustments are recorded monthly based
on current commodity market price and quantity adjustments are recorded
when final settlement has occurred. All adjustments are recorded to
gross metal sales.
Earnings per share
The Company's use of the treasury stock method in calculating diluted
earnings per share is consistent with United States GAAP.
Pension plans
The Company accrues its obligations under Pension plans and the related
costs, net of plan assets. Pension benefits earned by employees are
actuarially determined using the projected benefit method prorated on
service and management's best estimate of expected plan investment
performance, salary escalation and retirement ages of employees.
Pension plan assets are valued at fair value for the purpose of
calculating the expected return on plan assets. Past service costs
arising from plan amendments are amortized on a straight-line basis
over the average remaining service period of the active employees at
the date of the plan amendment. The excess of the net actuarial gain
(loss) over 10% of the greater of the accrued benefit obligation and
the fair value of plan assets is amortized over the average remaining
service period of active employees.
Translation of foreign currency
Revenue and expenses denominated in foreign currencies are recorded at
the rate of exchange prevailing at the transaction date. Monetary
assets and liabilities denominated in foreign currencies are translated
at exchange rates prevailing at the balance sheet dates. Unrealized
translation gains and losses are reflected in net loss.
-102-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING CHANGES
2004
Hedging relationships
The Company adopted the CICA issued Accounting Guideline 13, entitled
Hedging Relationships, which deals with the identification,
documentation designation and effectiveness of hedges and also the
discontinuance of hedge accounting, but does not specify hedge
accounting methods. This guidance is applicable to hedge relationships
in effect in fiscal years beginning on or after July 1, 2003. The
adoption of this section did not have a significant impact on the
financial statements.
Impairment of long-lived assets
The Company adopted the CICA Handbook Section 3063, Impairment of
Long-Lived Assets, which provides guidance on the recognition,
measurement and disclosure of the impairment of long-lived assets. It
replaces the write-down provisions in Section 3061, Property, Plan and
Equipment. The provisions of the Section require an impairment loss for
a long-lived asset to be held and used to be recognized when its
carrying amount exceeds the sum of the undiscounted cash flows expected
from its use and eventual disposition. The impairment loss is measured
as the amount by which its carrying amount exceeds its fair value. The
adoption of this section is reflected in Note 7 to the financial
statements.
Sources of generally accepted accounting principles ("GAAP")
Effective January 1, 2004, the Company adopted the CICA Handbook Section
1100 Generally Accepted Accounting Principle. This section establishes
standards for financial reporting in accordance with GAAP and provides
guidance on sources to consult when selecting accounting principles and
determining appropriate disclosures when a matter is not dealt with
explicitly in the primary sources of GAAP. There is no impact on the
financial statements in the current year.
Flow-through shares
Effective March 2004, the Company adopted the recommendation of the
Emerging Issues Committee ("EIC") 146 of the CICA, Flow-through shares.
Under the terms of flow-through share agreements, tax attributed to the
related expenditures are renounced to subscribers. This EIC requires the
Company to recognize the foregone tax benefits at the date that the
Company renounces the tax credits associated with the expenditures
provided there is reasonable assurance that the expenditures will be
made. To recognize the foregone tax benefit to the Company, the carrying
value of the shares issued in fiscal 2004 has been reduced by the tax
effect of the tax benefits renounced to subscribers in the amount of
$550,000 (see Note 14).
Employee future benefits disclosure requirements
In March 2004, the CICA amended Handbook Section 3461, "Employee Future
Benefits", to require additional disclosures for pensions and other
employee future benefits. The new annual disclosures are effective for
years ending on or after June 30, 2004, and new interim disclosures are
effective for periods ending on or after that date. During the year, the
Company adopted the new disclosure requirements, and the additional
disclosures of pension benefit plans, post-retirement benefit plans are
presented in Note 17.
-103-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING CHANGES (CONTINUED)
2003
The CICA issued Accounting Guideline 14, Disclosure of Guarantees, with
the effective date for financial statements of interim and annual
periods beginning on or after January 1, 2003. This guideline provides
guidance regarding the identification of guarantees and requires a
guarantor to disclose the significant details of guarantees that have
been given regardless of whether the guarantor will have to make
payments under the guarantees. The Company has made all appropriate
disclosures in the consolidated financial statements.
The CICA issued Handbook Section 3475, entitled "Disposal of Long-lived
Assets and Discontinued Operations", which applies to disposal
activities initiated by an enterprise's commitment to a plan on or after
May 1, 2003. The new section provides guidance on recognizing,
measuring, presenting and disclosing long-lived assets to be disposed of
and replaces the disposal provisions in Section 3475, "Discontinued
Operations" and Section 3061, "Property, Plant and Equipment". This new
section had no effect on the consolidated financial statements.
FUTURE ACCOUNTING CHANGES
Consolidation of variable interest entities
Accounting Guideline 15, Consolidation of Variable Interest Entities
("VIEs"), provides clarification on the consolidation of those entities
defined as "Variable Interest Entities", when equity investors are not
considered to have a controlling financial interest or they have not
invested enough equity to allow the entity to finance its activities
without additional subordinated financial support from other parties.
VIEs are commonly referred to as special purpose entities. The guideline
comes into effect for interim periods beginning on or after November 1,
2004. The Company does not believe that the adoption of this guideline
will have an impact on the financial statements.
Financial instruments
The CICA issued revision to Section 3860 of the CICA Handbook, Financial
Instruments - Disclosure and presentation. The revisions change the
accounting for certain financial instruments that have liability and
equity characteristics. It requires instruments that meet specific
criteria to be classified as liabilities on the balance sheet. Some of
these financial instruments were previously classified as equities.
These revisions come into effect on January 1, 2005. Because the Company
does not have any instruments with these characteristics, adopting this
section on January 1, 2005 will not affect the financial statements.
-104-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FUTURE ACCOUNTING CHANGES (CONTINUED)
Comprehensive income
The CICA issued Section 1530 of the CICA Handbook, Comprehensive Income.
The section is effective for fiscal years beginning on or after October
1, 2006. It describes how to report and disclose comprehensive income
and its components.
Comprehensive Income is the change in a company's net assets that
results from transactions, events and circumstances from sources other
than the company's shareholders. It includes items that would not
normally be included in net earnings, such as:
o changes in the currency translation adjustment relating to
self-sustaining foreign operations
o unrealized gains or losses on available for-sale investments
o the additional minimum liability for pension obligations
The CICA also made changes to Section 3250 of the CICA handbook,
Surplus, and reissued it as Section 3251, Equity. The section is also
effective for fiscal years beginning on or after October 1, 2006. The
changes in how to report and disclose equity and changes in equity are
consistent with the new requirements of Section 1530, Comprehensive
Income.
Adopting these sections on January 1, 2007 will require that the Company
start reporting the following items in the financial statements:
o comprehensive income and its components
o accumulated other comprehensive income and its components.
Financial Instruments - Recognition and Measurement
The CICA issued Section 3855 of the CICA Handbook, Financial Instruments
- Recognition and Measurement. The section is effective for fiscal years
beginning on or after October 1, 2006. It describes the standards for
recognizing and measuring financial assets, financial liabilities and
non-financial derivatives.
This section requires that:
o all financial assets be measured at fair value, with some
exceptions like loans and investments that are classified as
held-to-maturity,
o all financial liabilities be measured at fair value if they are
derivatives or classified as held for trading purposes. Other
financial liabilities are measured at their carrying value,
o all derivative financial instruments be measured at fair value,
even when they are part of a hedging relationship.
Management will evaluate the impact on the financial statements of
adopting this section on January 1, 2007.
-105-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FUTURE ACCOUNTING CHANGES (CONTINUED)
Hedges
The CICA recently issued Section 3865 of the CICA Handbook, Hedges. The
section is effective for fiscal years beginning on or after October 1,
2006, and describes when and how hedge accounting can be used.
Hedging is an activity that may be used by a company to change an
exposure to one or more risks by creating an offset between:
o changes in the cash flows attributable to a hedged item and a
hedging item, or
o changes resulting from a risk exposure relating to a hedged item
and a hedging item.
Hedge accounting makes sure that all gains, losses, revenues and
expenses from the derivative and the item it hedges are recorded in the
statement of operations in the same period.
Management will evaluate the impact on the financial statements of
adopting this section on January 1, 2007.
3. BUSINESS ACQUISITIONS
On October 1, 2003, the Company acquired for a consideration of
$5,000,000 a tranche of 50% of the outstanding shares of Copper Rand
Corporation ("CCR") bringing the Company's interest to 76%. Prior to
this acquisition, the Company had a 26% interest in all the outstanding
shares of CCR. The initial 26% investment was accounted for using the
equity method.
On November 30, 2004, the Company acquired for a consideration of
$3,219,000 the minority held interest of 24% in the outstanding shares
of CCR which then became a wholly owned subsidiary. This acquisition did
not have a significant impact on the results of operations for the years
ended December 31, 2004 and 2003 since CCR was and is still in the
development stage. CCR is engaged in the development, mining and
processing of precious and base metals. The Company recorded these
transactions using the acquisition method which summarized as follows:
-106-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
3. BUSINESS ACQUISITION (CONTINUED)
2004 2003
------- -------
$ $
Assets acquired
Cash and cash equivalents -- 4
Inventories -- 1,953
Property, plant and equipment (2,501) 34,861
Liabilities assumed
Accounts payable -- (135)
Due to an affiliated company -- (3,850)
Future income taxes -- (700)
Long-term debt (c) -- (14,658)
Deferred subsidy -- (97)
Other liabilities -- (300)
Non controlling interest 5,721 (5,776)
------- -------
Fair value of net assets acquired 3,220 11,302
======= =======
Consideration
Issuance of common shares (a) (b) 3,219 5,000
Acquisition costs 1 45
Initial investment of 26% in CCR -- 6,257
------- -------
3,220 11,302
======= =======
(a) The value of the 5,853,660 shares issued as consideration for
the November 2004 acquisition of the 24% tranche in CCR was
determined using the average closing share price on the TSX over
a reasonable period before and after the date the terms were
agreed to by the parties.
(b) The value of the 12,195,120 shares issued as consideration for
the acquisition of the 50% interest in CCR was determined using
the average closing share price on the TSX over a reasonable
period before and after the date the terms of the acquisition
were agreed to by the parties.
(c) Part of the credit facility due to Investissement Quebec was
reimbursed simultaneously with the October 1, 2003 acquisition
in consideration of the issuance of 10,458,591 common shares of
the Company for a value of $8,157,701. The value of the shares
issued as consideration was determined using the average closing
share price on the TSX over a reasonable period before and after
the agreement date.
-107-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
4. NOTES RECEIVABLE AND DEFERRED ROYALTY
In previous years, the Company executed royalty sales to be paid on the
future production of the Joe Mann and Corner Bay properties for an
aggregate amount of $32,400,000. During 2003, the Company repurchased
the tranche of royalty sales 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 sale of the royalty provided cash consideration and
notes receivable bearing interest at 6.25% as follows:
$
------
Cash received at closing dates 2,725
Notes maturing on:
February 2002 1,037
February 2003 1,903
February 2004 590
February 2011 26,145
------
32,400
======
The royalty is paid to the unitholders based on the following formula:
$8 per ton of ore for 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. The royalty paid yearly by the Company is
taxable in the hands of the unitholders who are entitled to resource
allowance on the royalty income received. In addition, Canadian
development expenditure deductions for an amount aggregating $32,400,000
may be claimed by the unitholders over the years.
The unitholder has the right to require the Company to retract the
royalty on or at any time after May 1, 2004 at the fair market value of
the royalty unit. The Company may exercise its call right to all
unitholders at any time on or after July 1, 2007 at the greater of the
fair market value of the royalty unit and the payout amount. The payout
amount is defined at any date of determination as the amount by which
the net proceeds to the Company plus an amount of interest which would
have been earned thereon from the commencement date to such date of
determination at 10% per annum compounded annually exceeds the aggregate
of all amounts, each of which is a royalty payment paid by the Company
plus an amount of interest which would have been earned on each such
royalty payment from the date paid to such date of determination at 10%
per annum compounded annually.
-108-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
5. AMOUNT RECEIVABLE FROM COPPER RAND/PORTAGE RESTORATION FIDUCIARY TRUST
The Company through its subsidiary, MSV, has access to an environmental
fund, the Copper Rand/Portage Restoration Fiduciary Trust, totalling
approximately $4,400,000 ($4,100,000 in 2003). This fund is held in
trust by a trust company, Computershare of Canada, for the
rehabilitation and restoration of sites acquired in 1993 by MSV from
Westminer Canada Limited ("Westminer"); the sites are Copper Rand,
Portage, Jaculet and Copper Cliff. At the time it was created, this fund
was not recorded, as it had been provided by Westminer and could only be
used by the Company for the restoration of these sites.
Given that the subsidiary, MSV, has a legal obligation to undertake
future rehabilitation work on these sites, and since MSV has access to
this fund, the Company recorded the asset retirement obligations, in
accordance with the provisions of Section 3110 of the CICA Handbook and
also recorded a receivable equal to this provision from this fund,
without exceeding the amounts available in the fund. As at December 31,
2004, the asset retirement obligations total $2,853,000 ($2,918,000 in
2003).
In the event that the funds available to undertake the rehabilitation
work are insufficient, the shortfall would be assumed equally by the
Company and the James Bay Development Corporation in accordance with the
agreement reached in 1993. If, on the other hand, there was a surplus
after completion of the rehabilitation work, the surplus would be
divided in equal parts between these two companies.
6. RESTRICTED DEPOSITS AND EXCHANGE AGREEMENTS
As described in Note 10a), the Company, in 1991, entered into a series
of Exchange Agreements and made deposits with an international bank to
secure all principal and interest payments associated with the
Guaranteed Subordinate Debentures and Notes and Guaranteed
Non-Cumulative Redeemable Retractable Preferred Shares. These deposits
expire in 2007 and earn interest at Canadian Bankers' Acceptance rates.
The deposits and the Exchange Agreements were irrevocably assigned to
secure all payments due to investors.
Interest accumulates on the restricted deposits and the Exchange
Agreements over the term of the financing arrangement to attain
$50,000,000 which is the amount due at the end of the financing
arrangement.
-109-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
7. PROPERTY, PLANT AND EQUIPMENT
2004
------------------------------------
Accumulated Net book
Cost amortization value
------- ------------ --------
$ $ $
Property, plant and equipment
Road 730 730 --
Plant 7,461 5,867 1,594
Mining, exploration and milling equipment 36,637 14,394 22,243
Office furniture and computer equipment 1,367 1,119 248
------- ------- -------
46,195 22,110 24,085
Mining properties
Joe Mann property 116,727 114,270 2,457
Copper Rand property 46,042 -- 46,042
Exploration properties 6,795 -- 6,795
------- ------- -------
169,564 114,270 55,294
------- ------- -------
215,759 136,380 79,379
======= ======= =======
2003
------------------------------------
Accumulated Net book
Cost amortization value
------- ------------ --------
$ $ $
Property, plant and equipment
Road 730 730 --
Plant 8,394 5,829 2,565
Mining, exploration and milling equipment 29,380 11,401 17,979
Office furniture and computer equipment 1,260 1,082 178
------- ------- -------
39,764 19,042 20,722
Mining properties
Joe Mann property 115,768 110,840 4,928
Copper Rand property 28,762 -- 28,762
Exploration properties 5,257 -- 5,257
------- ------- -------
149,787 110,840 38,947
------- ------- -------
189,551 129,882 59,669
======= ======= =======
-110-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
7. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
In 2004, the Company has written down by an amount of $1,750,000 its
mining interest in the Joe Mann property based on an assets impairment
analysis, which was required following the updated reserve calculations
which reduced the mine's estimated useful life.
Also during 2004, the Company concluded an agreement with Metanor
Resources Inc. ("Metanor") to sell for an amount of $2,300,000 all of
its interest in the Bachelor Lake Property, subject to the Wolfden
option. An amount of $300,000 was received on the closing date and the
balance is receivable on June 30, 2005 at the latest. The purchase price
balance is unsecured and bears interest at 10% from December 1, 2004.
The interest is repayable with each capital payment. In the event that
the purchase price balance remains unpaid on July 1, 2005, the Company
is entitled to cancel the transaction without any reimbursement of
capital and interest payments received from Metanor. Given the
uncertainty regarding Metanor's ability to secure the financing for this
transaction, management of the Company estimated that the amount
receivable should be fully provided for. Accordingly, only $300,000 has
been recorded as gain on disposal under other income.
In 2003, the Company concluded an agreement under which Wolfden
Resources Inc. ("Wolfden") would be able to acquire a 50% interest in
the Bachelor Lake property, located in the Township of Lesueur, Quebec,
by committing to spend $3,000,000 in exploration work on the property
over three years, of which $1,500,000 would be spent in the first year,
and by paying $100,000 per year over the first two years or, in lieu of
each payment, would issue 50,000 common shares of its capital stock. The
two option payments of $100,000 are recorded as other income. The
Bachelor Lake property was acquired through the MSV business acquisition
in 2001 and no value had been assigned to this property. Accordingly,
should Wolfden be successful in gaining the 50% interest in the
property, the Company will not record a loss on dilution.
8. DEFERRED CHARGES AND OTHER ASSETS
2004
------------------------------------
Accumulated Net book
Cost amortization value
--------- ------------ -----------
$ $ $
Fees related to the sale of the royalty 2,486 635 1,851
Fees related to the long-term debt 455 47 408
Fees related to the short-term loan 200 28 172
----- ----- -----
3,141 710 2,431
===== ===== =====
2003
---------------------------------
Accumulated Net book
Cost amortization value
--------- ------------ ---------
$ $ $
Fees related to the sale of the royalty 2,486 371 2,115
Fees related to the long-term debt 382 304 78
Fees related to the short-term loan -- -- --
----- ----- -----
2,868 675 2,193
===== ===== =====
-111-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
9. ASSET RETIREMENT OBLIGATIONS
The Company's mining and exploration activities are subject to various
federal and provincial laws and regulations governing the protection of
the environment. These laws and regulations are continually changing and
are generally becoming more restrictive. The Company conducts its
operations so as to protect its employees, the general public and the
environment.
The Company has recorded its asset retirement obligations of the mining
sites based on management's best estimate of these costs. Such estimates
are, however, subject to change based on modifications in laws and
regulations or as new information becomes available.
a) Change in obligation
The following tables set forth the evolution of the asset
retirement obligations for the years ended December 31, 2004,
2003 and 2002.
Adjusted
Balance at Accretion or Balance at
beginning expense (Incurred) beginning
---------- --------- ---------- ----------
$ $ $ $
2004
Campbell Mill 2,502 150 (30) 2,622
Joe Mann Mine 645 39 102 786
Eastmain Mine 952 57 (41) 968
Cedar bay Mine 28 1 -- 29
Corner Bay project 18 1 -- 19
Henderson I and II 50 2 (8) 44
Copper Rand Mine 2,771 165 (214) 2,722
Portage, Jaculet and
Copper Cliff Mines 146 8 (23) 131
------ ------ ------ ------
7,112 423 (214) 7,321
------ ------ ------ ------
2003
Campbell Mill 2,360 142 -- 2,502
Joe Mann Mine 609 36 -- 645
Eastmain Mine 898 54 -- 952
Cedar bay Mine 27 1 -- 28
Corner Bay project 17 1 -- 18
Henderson I and II 47 3 -- 50
Copper Rand Mine 2,614 157 -- 2,771
Portage, Jaculet and
Copper Cliff Mines 138 8 -- 146
------ ------ ------ ------
6,710 402 -- 7,112
------ ------ ------ ------
-112-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
9. ASSET RETIREMENT OBLIGATIONS (CONTINUED)
Adjusted
Balance at Accretion or Balance at
beginning expense (Incurred) beginning
---------- --------- ---------- ---------
$ $ $ $
2002
Campbell Mill 2,226 134 -- 2,360
Joe Mann Mine 574 35 -- 609
Eastmain Mine 847 51 -- 898
Cedar bay Mine 25 2 -- 27
Corner Bay project 16 1 -- 17
Henderson I and II 45 2 -- 47
Copper Rand Mine 2,467 147 2,614
Portage, Jaculet and
Copper Cliff Mines 130 8 -- 138
----- ----- ----- -----
6,330 380 -- 6,710
----- ----- ----- -----
b) Information used in the calculation of the asset retirement
obligations
The Company is using a credit adjusted risk free rate of 6%. The
following table sets forth the assumptions used in the
calculation of the obligations for the year ended December 31,
2004:
Total estimated Discount
cash flow periods
--------------- -------
$
Campbell Mill 4,172 19
Joe Mann Mine 836 6
Eastmain Mine 1,166 8
Cedar Bay Mine 28 2
Corner Bay Mine 21 5
Henderson I and II 43 2
Copper Rand Mine 3,135 9
Portage, Jaculet and
Copper cliff Mines 127 2
------ -----
9,528
------ -----
c) The fair value of the assets
The asset retirement obligations for Copper Rand, Portage, Jaculet and
Copper Cliff Mines are assumed by the Copper Rand/Portage Restoration
Fiduciary Trust. Furthermore, at December 31, 2004, the Company had
posted a security deposit of $350,000 for the Joe Mann Mine and a
Canadian bond from the Copper Rand/Portage Restoration Fiduciary Trust
of $1,163,000 as a guarantee for the Copper Rand Mine restoration
obligation.
-113-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT
SHARE DATA)
10. LONG-TERM DEBT
2004 2003
------ ------
$ $
Guaranteed Subordinated Debentures, bearing interest at
varying rates, repayable at maturity in 2007 (a) 38,000 8,000
Guaranteed Non-Cumulative Redeemable Retractable
Preferred Shares of a subsidiary, with a nominal value of
$12,000,000 (a) 11,447 11,173
------ ------
49,447 49,173
Exchangeable Capital Units facility agreement bearing interest at an
average of LIBOR plus 3.5% per annum, interest payable quarterly,
secured by collateral security
and maturing on November 2, 2006 (b) 3,607 --
Credit facility including $567,000 in accrued interest, ($99,000 in
2003) secured by a first-ranking encumbrance on the assets of CCR and
secured by MSV, bearing interest at the average prime rate of six
Canadian banks plus 1.5%, repayable from June 30, 2005 in quarterly
instalments, maturing March 2009 (f) 12,567 6,599
Convertible Subordinated Debentures bearing interest at
7.5% converted into common shares in 2004 (c) -- 3,307
Convertible Debentures with interest accrued thereon of
$187,000 ($135,000 in 2002) (d) 837 785
Credit facility bearing interest at the average prime rate of
six Canadian banks plus 1.5%, repaid during the year (e) -- 173
Other 44 42
------ ------
66,502 60,079
Current portion 2,694 490
------ ------
63,808 59,589
====== ======
-114-
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
10. LONG-TERM DEBT (CONTINUED)
a) In 1991, a subsidiary of the Company entered into a financing
arrangement ("Arrangement") whereby it issued to a group of Canadian
financial institutions $38,000,000 of Guaranteed Subordinate
Debentures and Notes ("Debentures") and $12,000,000 of Guaranteed
Non-Cumulative Redeemable Retractable Preferred Shares ("Preferred
Shares"). The Debentures are guaranteed by a series of restricted
deposit and Exchange Agreements (Note 6), subordinate to all existing
non-trade debt and future senior debt, and cannot be prepaid. The
Preferred Shares are redeemable at any time at an amount of $240,000
per Preferred Share, rank equally and pari passu with the common
shares for dividends when declared, and are retractable in 2007.
In order to secure the performance and repayment of the Debentures and
Preferred Shares, the Company's subsidiary entered into a series of
Interest Rate and Currency Exchange Agreements, referred to as
Exchange Agreements, with a major international bank. The Exchange
Agreements provide for the conversion of one floating rate interest
basis to another and for differences in the timing of payments so as
to match the interest payment requirements under the Debentures,
repayment of the Debentures upon maturity and retraction of the
Preferred Shares. The Company's subsidiary invested $29,850,000 in
restricted deposits and $16,150,000 as an initial payment under the
Exchange Agreements with the counterparty to all of which have been
assigned to secure all payments due under the Exchange Agreements
(Note 6). The deposits and Exchange Agreements were irrevocably
assigned directly to and accepted by the investors.
The Preferred Shares will increase to their nominal value of
$12,000,000 over the term of the financing period.
Under the term of the Exchange Agreements, the deposit will be drawn
down to nil by January 2007. The Exchange Agreements provide for
termination payments to be made to the subsidiary of the Company
totalling $50,000,000 in January 2007.
b) In 2004, a subsidiary of the Company entered in an Exchangeable
Capital Units ("ECU") financing agreement of $4,000,000 with RMB
Resources Ltd. ("RMB"), guaranteed by a first-ranking hypothec on the
Corner Bay, Eastmain and Joe Mann properties, and a floating charge on
all other Company assets. The net proceeds were used to complete the
development at the Copper Rand Mine and to increase working capital.
The amounts borrowed can be redeemed by tranche of $500,000 on or
before May 2, 2005, at the Company's option. On May 2, 2005, RMB may
elect to convert into the Company's common shares, a maximum of
$1,000,000. After May 2, 2005, and before November 2, 2006, the
maturity date, RMB may elect to convert part or the balance owing
under this facility into common shares of the Company. In both
instances, the rate of conversion will be $0.574 per share if the
average share price is less than $1.70 per share for a period of 20
days prior to the conversion. If the average price of the share for
the 20-day period is equal to or higher than $1.70 per share, the rate
of conversion will be the period average multiplied by the rate of
conversion of $0.574 per share and divided by $1.70. The balance
outstanding is reimbursable by the Company on November 2, 2006. If the
Company decides not to pay the interest, RMB may elect to add the
interest payable to the balance of the loan or to convert it into
common shares of the Company based on the current market price of the
shares. The value assigned to the conversion rights granted is
estimated at $460,000 (Note 11).
- 115 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
10. LONG-TERM DEBT (CONTINUED)
c) On July 21, 2004, the Company repaid the convertible subordinated
debentures of an amount of $3,349,000 (US$2,551,000) by issuing
510,200 common shares of the Company as the conversion price was
established at US$5.00 per common share.
d) The debentures are unsecured, bear interest at 8% annually, plus an
additional interest charge calculated as follows: 1% for every $1
million of unpaid capital multiplied by the net smelter return
("NSR"), which is reduced by $40 multiplied by the tonnage of ore
produced by the Copper Rand Mine. This charge will be determined at
the end of each year, beginning with the first repayment of capital.
The first interest payment is due July 1, 2005 and quarterly
thereafter. The debentures are repayable as to 20% of capital on July
1, 2005, as to 40% on July 1, 2006 and up to 40% on July 1, 2007, or
are convertible into common shares at a price of $1.025 per share or
up to a maximum of $1.64 based on an increase of the gold price above
US$350. During 2003, $2,500,000 of these debentures plus accrued
interest of $385,000 were converted into 2,815,000 common shares.
(e) As part of the credit facility arrangement concluded in 2002, 606,061
warrants were issued. The fair value of the warrants of approximately
$258,000 was applied in reduction of the proceeds received (Note 11).
(f) The interest accrued during the year for an amount of $468,480 was
capitalized to property, plant and equipment since CCR was in
development ($99,000 in 2003).
- 116 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
11. CAPITAL STOCK
a) Authorized shares
Preference shares - unlimited, issuable in series, without par value
Common shares - unlimited
b) Issued and outstanding shares
2004 2003 2002
------------------------- ------------------------- -------------------------
Shares Amount Shares Amount Shares Amount
-------------- -------- -------------- -------- -------------- --------
(in thousands) $ (in thousands) $ (in thousands) $
Common shares
Balance, beginning
of year 86,762 55,429 44,478 30,013 32,562 24,620
Issued
Private placements 11,041 6,175 14,167 6,930 9,897 4,276
Conversion of
convertible
debentures (Note 10) 510 3,349 2,815 2,885 -- --
Flow through shares 2,690 1,224 1,431 1,419 -- --
Business acquisitions
(Note 3) 5,854 3,219 12,195 5,000 -- --
Reimbursement of the credit
facility of the business
acquired (Note 3) -- -- 10,459 8,158 -- --
Payment of debt -- -- 693 732 500 360
Exercise of warrants and options -- -- 325 186 1,176 577
Share purchase plan 306 166 199 106 -- --
Mining interests -- -- -- -- 350 192
Share Bonus Plan 75 48 -- -- -- --
Shares repurchased -- -- -- -- (7) (12)
------- ------- ------- ------- ------- -------
Balance, end of year 107,238 69,610 86,762 55,429 44,478 30,013
======= ======= ======= ======= ======= =======
In 2004, an amount of $550,000 has been applied in reduction of the
flow-through shares proceeds in order to reflect the tax effect of the
tax benefits renounced in favour of subscribers.
As part of the private placements and flow-through share financing,
the Company incurred issuance costs of $689,000 which was applied
against Capital Stock issued during the year ended December 31, 2004
($647,000 and $582,000 for the years ended December 31, 2003 and 2002
respectively).
- 117 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
11. CAPITAL STOCK (CONTINUED)
c) Employee Incentive Plan and Directors' Stock Option Plan
The Employee Incentive Plan comprises a Share Option Plan, a Share
Purchase Plan, a Share Bonus Plan and a Share Loan Plan. The Share
Purchase Plan calls for Company contributions of an amount equal to
50% of the employee contributions, which can amount to a maximum of 5%
of their basic annual salaries or wages. The common shares are issued
on a quarterly basis at market value. In 2004, the Company issued a
total of 305,705 common shares at an average current market price of
$0.54 per share (198,816 common shares at $0.53 for 2003 and nil for
2002).
Under the Share Bonus Plan, common shares can be issued to full-time
salaried employees as a bonus in recognition of services as determined
by the Compensation Committee or the Board of Directors. In 2004,
75,000 common shares at a current market price of $0.64 per share were
issued under the Share Bonus Plan (nil in 2003 and 2002) and expensed.
The Share Loan Plan provides the Compensation Committee or the Board
of Directors the discretion to make loans to full-time employees to
enable them to acquire common shares in the Company. No loans are
presently outstanding under this plan.
Options granted under the Directors' and Employee Share Option Plans
having no vesting period expire no later than five years from the date
on which they were granted and all current options expire on or before
May 31, 2009. Changes in the share option plans are as follows:
2004 2003 2002
------------------------- -------------------------- -------------------------
Weighted Weighted Weighted
average average average
exercise exercise exercise
Shares price Shares price Shares price
-------------- -------- -------------- --------- -------------- --------
(in thousands) $ (in thousands) $ (in thousands) $
Outstanding,
beginning of year 1,700 0.66 2,181 0.86 1,499 1.00
Granted 645 0.64 100 0.66 690 0.67
Expired and cancelled (1) (75) 1.64 (342) 1.99 (8) 9.10
Exercised -- -- (239) 0.59 -- --
------ ------ ------ ------ ------ ------
Outstanding, end of year 2,270 0.62 1,700 0.66 2,181 0.86
====== ====== ====== ====== ====== ======
------------
(1) 45,000 options initially accounted for as stock-based
compensation expense for an amount of approximately $20,000 were
cancelled in 2004 and applied to contributed surplus.
- 118 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
11. CAPITAL STOCK (CONTINUED)
c) Employee Incentive Plan and Directors' Stock Option Plan (continued)
The following summarizes information about stock options outstanding
at December 31, 2004:
Options outstanding and exercisable
---------------------------------------------------------------------
Weighted
average Weighted
Range of remaining average
exercise Number contractual exercise
price outstanding life price
------------ -------------- ----------- --------
$ (in thousands) $
0.44 - 0.64 1,675 2.6 years 0.58
0.67 - 0.80 580 2.5 years 0.68
3.70 15 0.2 year 3.70
------ --------- -----
2,270 2.6 years 0.62
====== ========= =====
Since 2003, the Company has reported a remuneration expense for stock
options granted to employees and directors. The Black-Scholes model,
used by the Company to calculate option values, was developed to
estimate the fair value of freely tradable, fully transferable options
without vesting restrictions. This model also requires four highly
subjective assumptions, including future stock price volatility and
expected duration, which greatly affect the calculated values.
The fair value of the options granted and the assumptions are as
follows:
2004 2003
---------- ----------
Fair value of each option $ 0.42 $ 0.44
Stock-based compensation expense $269,000 $ 43,000
Number of options 645,000 100,000
Assumptions
Risk-free interest rate 3.68% 4.02-4.11%
Expected return on share NIL nil
Expected volatility 78% 85-90%
Expected duration 5 YEARS 5 years
- 119 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
11. CAPITAL STOCK (CONTINUED)
c) Employee Incentive Plan and Directors' Stock Option Plan (continued)
In 2002, the Company did not recognize compensation expense for stock
options granted to employees. The table below presents pro forma net
loss and net loss per share as if stock options granted to employees
had been accounted for based on the fair value method.
2002
----------
$
(restated)
Net loss as reported 5,361
Estimated stock-based compensation costs 262
------
Pro forma net loss 5,623
======
Pro forma net loss per share 0.14
======
The fair value of the options granted was estimated at the date of
grant using the Black-Scholes option pricing model with the following
assumptions: risk-free interest rate of 4.11%, expected dividend yield
of nil, expected volatility of 97% and expected duration of five
years. The average fair value of the options granted during the year
ended December 31, 2002 is $0.38.
d) Warrants, stock options and conversion rights
During the three years period ended December 31, 2004, the Company
entered into various Capital Stock issuances, long-term debt
financings and granted stock options as part of the employee Incentive
Plan and Directors' Stock option Plan. The value assigned to the
warrants, stock options and conversion rights issuance during the
three-year period can be summarized as follows:
2004 2003 2002
------ ------ ------
$ $ $
Balance, beginning of year 301 1,339 --
Warrants issued as part of the private placement 1,996 -- 1,081
ECU-conversion rights 460 -- --
Credit facility 68 -- 258
Stock-based compensation expense 269 43 --
Expired options (20) (1,081) --
------ ------ ------
Balance, end of year 3,074 301 1,339
====== ====== ======
2004
During the year, 5,511,500 share purchase warrants were issued with
regard to the private placement. Each warrant entitles the holder to
purchase one common share at $1.20 per share until March 11, 2007. The
fair value of the warrants as at the date of issuance was estimated at
$1,996,000 and applied in reduction of the proceeds received for the
issued shares of the private placement, as part of capital stock.
- 120 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
11. CAPITAL STOCK (CONTINUED)
d) Warrants, stock options and conversion rights (continued)
As part of the ECU financing entered into during the year, the Company
issued conversion rights as detailed in Note 10b). The fair value of
these conversion rights as at the date of the agreement was estimated
at $460,000.
Also, as part of the short-term loan, the Company granted warrants to
purchase 200,000 common shares at a price of $0.65 per share. The fair
value was estimated at the date of the grant at $68,800.
The Company recorded the fair value of the warrants issued or
conversion rights granted as of the date of issuance using the
Black-Scholes pricing model with various assumptions regarding risk
free interest rate, expected dividend yield of nil, expected
volatility and expected life as follows:
Exchangeable Short-
Private Capital term
placements Units loan
---------- ------------ --------
Fair value of warrants or conversion rights $ 0.36 (1) $ 0.34
Fair value $1,996,000 $ 460,000 $ 68,800
Number of warrants, options or rights 5,511,500 7,834,074 200,000
Assumptions:
Risk free interest rate 4.06% 3.2% 3.2%
Expected return on share nil nil nil
Expected volatility 80% 64-69% 79%
Expected duration 3 years 2 years 3 years
------------
1) The fair value of the conversion rights was established based on
management's appreciation of the probability of the repayment of
the debt for its entire amount by the Company or its conversion
into common shares by the holder.
2003
In 2003, an amount of $1,081,000 related to expired warrants was
applied against the deficit. These warrants were issued as part of a
private placement in 2002 and expired on May 15, 2003. Also, 86,000
common shares were issued following the exercise of 86,000 options to
purchase common shares at $0.52 per share.
2002
Under the agreement relating to the credit facility (Note 10) obtained
in 2002, 606,061 share purchase warrants were issued. Each warrant
entitles the holder to purchase one common share of the Company at
$0.66 per share until February 28, 2005. The fair value of the
warrants as at the date of issuance was estimated at $258,000 and
applied in reduction of the amount received under the credit facility.
The Company recorded the fair value of the warrants issued as of the
date of issuance using the Black-Scholes pricing model with the
following assumptions, risk-free interest rate of 3.80%, expected
dividend yield of nil, expected volatility of 97% and expected life of
three years.
- 121 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
11. CAPITAL STOCK (CONTINUED)
d) Warrants, stock options and conversion rights (continued)
2002 (CONTINUED)
Since 2001, Investissement Quebec has had a five-year option entitling
it to subscribe for a maximum of 25,000 shares of the Company's
subsidiary, CCR, at $100 per share. This option was granted following
the financing obtained for the Copper Rand property development. Upon
issuance of these shares by CCR, the shares will be automatically
exchanged for common shares of the Company using a $1.025 per share
ratio. No value had been assigned to this option at the time.
12. INTEREST EXPENSE ON LONG-TERM DEBT
2004 2003 2002
------ ------ ------
$ $ $
Exchangeable Capital Units facility 146 -- --
Credit facility 39 330 83
Guaranteed Subordinated Debentures 1,855 2,097 2,005
Convertible Debentures 219 439 585
Other 1 -- --
------ ------ ------
2,260 2,866 2,673
Interest revenue on restricted deposits (Note 6) (1,855) (2,097) (2,005)
------ ------ ------
405 769 668
====== ====== ======
13. GAIN ON SALE OF SUBSIDIARIES
In 2003, the Company recorded a $2,296,000 gain from the proceeds received
on the sale to Queenstake Resources Inc. ("Queenstake") of its subsidiary,
Oro De Sotula S.A. de C.V. ("Oro"), completed on January 31, 2002. At that
time, the Company made a provision for the entire amount receivable, given
the level of uncertainty related to the conditions specified in the sale
agreement, and therefore no gain had been recognized. In 2003, with
conditions having been met with respect to the remaining notes receivable
totalling US$1,850,000, the Company, in the interest of reaching a quick
settlement, negotiated a final amount of US$1,650,000 (CAN$2,296,000), of
which CAN$1,492,000 was paid in cash and the balance by the issuance of
common shares of Queenstake.
The Company retained an interest providing for a net smelter return royalty
of 1% to be paid on all production by Queenstake from the mining
concessions and exploration properties which were owned by Oro at the time
of closing. Furthermore, in the event of any sale, option or similar
agreement occurring with a third party before December 31, 2005, relating
to the Oro shares or the mine or mining concessions and exploration
properties which were owned by Oro, the Company will receive 331/3% of the
total consideration under such agreement.
- 122 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
14. INCOME AND MINING TAXES
a) Effective tax rate
The income tax recovery varies from the amounts that would be computed
by applying the combined Canadian federal and provincial statutory tax
rates of approximately 31.0% (2003-33.2% and 2002-35.3%) to earnings
before taxes as follows:
2004 2003 2002
------ ------ ------
$ $ $
Expected income tax (recovery) expense using
statutory income tax rates (2,682) (1,318) (1,774)
Resource allowance 208 153 142
Valuation allowance 2,019 1,246 1,694
------ ------ ------
Income and mining tax (recovery) expense (455) 81 62
====== ====== ======
The income tax recovery of $455,000 is attributable mainly to the
reversal of the future income tax liability of $550,000 recorded as
part of the flow-through shares issuance as required by EIC 146
b) Future income taxes
At December 31, future income taxes are as follows:
2004 2003
------- -------
$ $
Current future income tax assets:
Inventories of ore and supplies 151 176
Other 18 12
------- -------
169 188
------- -------
Long-term future income tax assets:
Property, plant and equipment 29,457 25,431
Operating loss carry forwards 5,540 6,385
Capital loss carry forwards 10,182 10,243
Deferred royalty 8,616 9,421
Other 4,415 4,304
------- -------
58,210 55,784
------- -------
58,379 55,972
Valuation allowance (56,478) (54,456)
------- -------
Future income tax assets 1,901 1,516
------- -------
Long-term future income tax liabilities:
Mining taxes 2,166 700
Other 1,901 1,516
------- -------
Future income tax liabilities 4,067 2,216
------- -------
Net future income tax liabilities 2,166 700
======= =======
c) Loss carry forwards
At December 31, 2004, the Company and its subsidiaries had operating
losses for income tax purposes in Canada approximating $17,900,000,
which are available to reduce taxable income in future years and which
expire over the period to the year 2011. In addition, the Company and
its subsidiaries had capital losses for income tax purposes in Canada
of approximately $66,000,000, which can be applied against future
taxable capital gains.
- 123 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
15. CHANGES IN NON-CASH WORKING CAPITAL AND SUPPLEMENTARY INFORMATION
a) Changes in non-cash working capital
2004 2003 2002
------- ------- -------
$ $ $
Receivables and settlements receivable (1,697) (632) (5,531)
Inventories of ore and supplies and prepaids 542 215 (338)
Accounts payable and accrued liabilities 6,388 (1,480) 3,504
------- ------- -------
5,233 (1,897) (2,365)
======= ======= =======
b) Supplementary information
Income taxes paid 24 77 93
Interest paid 2,027 2,387 2,368
Shares issued for business acquisitions
and credit facility reimbursement (Note 3) 3,219 13,158 --
Conversion of debentures into common shares 3,349 2,885 --
Warrants issued for the short-term loan and
capitalized as deferred charges 68 -- --
Deferred charges reclassed to property, plant
and equipment 45 -- --
Other liabilities applied against property, plant
and equipment 14 -- --
Other liabilities applied against accounts payable 300 -- --
Shares issued for debt settlement (Note 11) * -- 732 360
Proceeds on sale of subsidiaries received in shares -- 804 241
Deferred royalty (Note 4) -- -- 18,060
Shares issued for mining interests -- -- 192
Interest capitalized to property 468 99 --
------------
* In 2003, contributions to the pension plans were made through the
issuance of common shares of the Company.
16. COMMITMENTS AND CONTINGENCIES
a) The Company is committed to pay royalties calculated on the net
smelter return at various rates or based on the tonnage of ore
processed at the mills. These agreements are also subject to
repurchase rights at various prices.
- 124 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
16 COMMITMENTS AND CONTINGENCIES (CONTINUED)
b) Under the financing arrangement ("Arrangement") referred to in Note
10, mineral development expenditures which were renounced in favor of
the investors as part of the Arrangement were based, in part, on
independent valuations of certain related mineral properties. The
Canada Customs and Revenue Agency ("CCRA") has challenged certain of
those valuations, and disallowed certain of the renounced flow-through
deductions for certain of the investors. The Company may be
contingently liable for certain losses or damages to investors, if
any, that may result if CCRA is ultimately successful in its
challenges. No provision for losses that could result from the above
mentioned challenges had been recorded at year end.
c) 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 Quebec Environment Ministry and the
Quebec Fish and Wildlife Association began to study the issue. As a
temporary measure, the Company and the plaintiffs jointly agreed to
request that proceedings be suspended for one year. It is not possible
to determine either the outcome of the proceedings or the financial
consequences for the Company.
17. PENSION PLANS
The Company and its subsidiaries maintain two primarily defined benefit
pension plans for most of their employees. The pension benefit for the
first plan is based on a fixed amount per year of service. The pension
benefit for the second plan is based on years of service and a percentage
of the final average salary. The Company measures its accrued benefit
obligation and the fair value of plan assets for accounting purposes as at
December 31 of each year. The most recent actuarial valuation of the
pension plans for funding purposes was as of December 31, 2002, and the
next required valuation will be as of December 31, 2005.
Total cash payments
Total cash payments for employee future benefits for 2004, consisting of
cash contributed by the Company to its funded pension plans were $1,041,000
($222,000 in 2003). In 2003, the Company contributed an additional $742,000
by the issuance of 693,380 common shares.
- 125 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
17 PENSION PLAN (CONTINUED)
2004 2003
------- -------
$ $
Accrued benefit obligation
Balance, beginning of year 13,587 13,092
Current service cost 114 92
Benefits paid (1,160) (1,288)
Interest cost 817 781
Actuarial loss 314 910
------- -------
Balance, end of year 13,672 13,587
======= =======
Plan assets fair value
Balance, beginning of year 11,047 10,567
Employer contribution 1,041 964
Employees' contributions 12 11
Benefits paid (1,160) (1,288)
Actual return on plan assets 515 793
------- -------
Balance, end of year 11,455 11,047
======= =======
Plan assets consist of the following asset category:
Percentage of plan assets
-------------------------
2004 2003
------- -------
% %
Canadian equity securities 29 26
American equity securities 10 11
International equity securities 10 8
Bonds 37 39
Campbell common shares 3 6
Other (including cash and cash equivalent) 11 10
------- -------
100 100
======= =======
- 126 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
17. PENSION PLAN (CONTINUED)
Reconciliation of the funded status of the defined benefit pension plans to
the amounts recorded in the consolidated financial statements:
2004 2003
------- -------
$ $
Fair value of plan assets 11,455 11,047
Accrued benefit obligation (13,672) (13,587)
------- -------
Funded status of pension plans - (deficit) (2,217) (2,540)
Unamortized net actuarial loss 5,432 5,000
------- -------
Accrued benefit asset 3,215 2,460
======= =======
Pension plan with accrued benefit obligations in excess of plan assets
included in the above accrued benefit obligation and fair value of plan
assets in respect of plans that are not fully funded:
2004 2003
------- -------
$ $
Accrued benefit obligation 10,494 10,230
Fair value of plan assets 8,194 7,679
------- -------
Funding deficit (2,300) (2,551)
======= =======
- 127 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
17. PENSION PLAN (CONTINUED)
Elements of defined benefit pension plans costs recognized in the year
2004 2003
---- ----
$ $
Current service cost, net of employee contributions 102 80
Interest cost 817 781
Actual return on plan assets (515) (793)
Actuarial losses 314 910
---- ----
Elements of employee pension plans costs before
adjustments to recognize the long-term nature of
employee pension plans costs 718 978
Adjustments to recognize the long-term nature of
employee pension plans costs
difference between expected return and actual return
on plans assets for the year (309) 12
difference between actuarial loss recognized for the
year and actual actuarial loss on accrued benefit
obligation for the year (123) (754)
---- ----
Defined benefit pension costs 286 236
Tranche capitalized to property, plant and equipment (1) (292) (214)
---- ----
Net Pension (credit) costs (6) 22
==== ====
-------------
(1) Non-cash components totalling $221,000 (nil in 2003) is included
therein.
The significant assumptions used are as follows:
2004 2003
-------- --------
% %
Accrued benefit obligation as of December 31:
Discount rate 6.00 6.25
Rate of compensation increase 2.50 4.00
Benefit costs for years ended December 31:
Discount rate 6.25 6.25
Expected long-term rate of return on plans assets 7.00 7.50
Rate of compensation increase 4.00 4.00
Average remaining service period of active employees 19 YEARS 19 years
- 128 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
18. FINANCIAL INSTRUMENTS
Fair value
The carrying amount of cash, short-term investments, receivables and
settlements receivable, accounts payable, accrued liabilities and other
liabilities in the consolidated balance sheets approximates fair value
based on their short-term maturities and/or quotes received. Also, the fair
value of long-term debt is approximately equal to their carrying value due
to interest rates which are based on current market rate.
Interest rate risk
The Company is subject to interest rate risk due to changes to the prime
rate since the majority of its borrowings bear variable interest rates.
Otherwise, the Company manages the interest risk through an Exchange
Agreement (Notes 6 and 10).
Credit risk
The Company is exposed to credit-related losses in the event of
non-performance by counterparties to financial instruments, but does not
expect any counterparties to fail to meet their obligations. The Company
deals with only highly-rated counterparties, normally major financial
institutions and specialized private investors. The credit risk represents
the maximum amount that would be at risk if the counterparties failed
completely to perform under the contracts.
The copper concentrate is sold exclusively to Noranda Inc. under a purchase
copper concentrate agreement. The net metal sales to Noranda Inc. represent
approximately $10,911,000 for the year ended December 31, 2004 ($9,659,000
in 2003) and an amount of $3,096,000 is receivable at year end ($2,128,000
in 2003). Furthermore, the short-term loan bearing interest at the libor
rate plus 2.5% is guaranteed by the settlements receivable.
Foreign exchange rate and metal price risks
The Company is exposed to risks from changes in foreign currency rates and
metal prices. The Company does not use derivative instruments to manage
those risks.
- 129 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP")
The material differences between Canadian GAAP and United States GAAP
affecting the Company's consolidated financial statements are detailed as
follows:
2004 2003 2002
------ ------ ----------
$ $ $
(Restated)
Reconciliation of net loss
Net loss - Canadian GAAP 8,192 3,940 5,361
Adjustments:
Property, plant and equipment (a) (667) (492) (377)
Exploration expenses (b) 525 138 2,427
Derivative instruments (c) -- 40 (624)
Asset retirement obligations (d) -- (1,924) (224)
Flow through shares - Income tax expense (e) (40) (78) --
------ ------ ------
Net loss - United States GAAP 8,010 1,624 6,563
Minimum liability of defined benefit plans (f) 479 820 1,922
Foreign currency translation -- -- 1,337
------ ------ ------
Comprehensive loss - United States GAAP 8,489 2,444 9,822
====== ====== ======
Basic and fully diluted loss - United States GAAP 0.08 0.03 0.16
====== ====== ======
2004 2003 2002
------ ------ ----------
$ $ $
(Restated)
Reconciliation of shareholders' equity
Shareholders' equity - Canadian GAAP 54,585 45,803 24,284
Adjustments:
Property, plant and equipment (a) (421) (1,088) (1,580)
Exploration expenses (b) (3,620) (3,095) (2,957)
Derivative instruments (c) -- -- 40
Asset retirement obligations (d) -- -- (1,924)
Minimum liability of defined benefit plans (f) (4,861) (4,382) (3,562)
Capital stock (h) (1,481) (1,481) (1,481)
Warrants of the entity subject to significant
influence (i) 485 485 485
------- ------- -------
Shareholders' equity - United States GAAP 44,687 36,242 13,305
======= ======= =======
- 130 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)
a) Property, plant and equipment
Under Canadian GAAP and prior to the adoption of the CICA Handbook
Section 3063 Impairment of long-lived assets, the property, plant and
equipment had to be written down to the net recoverable amount if this
was less than the carrying amount, whereas under United States GAAP,
if the future undiscounted net cash flows are less than the carrying
amount, the property, plant and equipment should be written down to
its fair value.
Accordingly, the difference between the carrying amount of property,
plant and equipment in Canadian GAAP and United States GAAP results in
additional amortization in accordance with Canadian GAAP.
b) Exploration expenses
Under Canadian GAAP, exploration expenses may be deferred until such
time as the exploration and development work is either effectively
abandoned and related costs are written off or an operating mine is
established following which accumulated costs are amortized to
earnings. Under United States GAAP and under Securities and Exchange
Commission guidelines, all exploration expenses incurred prior to the
determination of the existence of a commercially minable deposit and
the completion of a feasibility study should be recorded as expenses
as they are incurred. During 2004, $1,145,000 ($698,000 in 2003) of
exploration expenses was capitalized.
The adjustment of $525,000 ($138,000 in 2003) comprises the difference
described in the previous paragraph less the amortization charge of
$620,000 ($560,000 in 2003) which results from the previous years'
exploration expenses, which were capitalized in accordance with
Canadian GAAP.
c) Derivative instruments
In 2001, the Company signed an amendment to the existing collective
agreement under which the employees agreed to salary reductions or
increases based on the price of gold during the term of the agreement.
Furthermore, the debentures detailed in Note 10 included embedded
derivatives such as additional interest charges calculated on the net
smelter return and the tonnage of ore produced by the Copper Rand Mine
and a conversion option into common shares at variable prices based on
an increase in the gold price above US$350 per ounce. Under Canadian
GAAP, no value was assigned to these embedded derivatives. Under
United States GAAP (SFAS 133), the related derivatives are evaluated
at their fair value as at each balance sheet date and the resulting
difference between the fair value as at December 31, 2004 and 2003 is
recorded in current earnings.
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CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)
d) Asset retirement obligations
As of January 1, 2003, the Company adopted FAS No. 143 Accounting for
Asset Retirement Obligations, which established standards for
accounting for a legal obligation associated with the retirement of
long-lived assets. Under United States GAAP, the Company charges
income for the cumulative effect of the change in standard, as of
January 1, 2003, of adopting this standard. The standard under
Canadian GAAP is similar to the standard under United States GAAP.
However, under Canadian GAAP, the change in standard is applied
retroactively and previous year consolidated financial statements are
restated to give effect to the adoption of the new standard.
e) Flow through shares - Income tax expense
Prior to March 2004, under Canadian GAAP, flow-through share proceeds
were recorded to capital stock at time of issuance of the shares and a
future income tax liability was recorded upon renouncement by the
Company of the tax benefits in favor of the investors.
Since March 2004, the Company adopted EIC 146, Flow through shares.
Under this standard, the foregone tax benefits of $550,000, at the
date the Company renounces them, are applied in reduction of capital
stock and an equivalent income tax liability is recorded.
Subsequently, the income tax liability is reversed against income tax
expense if the Company has unrecorded future tax assets.
Under United States GAAP, flow-through shares are recorded at their
fair value at time of issuance and the difference of $590,000 ($78,000
in 2003) between the proceeds received and the fair value of the
shares issued is recorded as a liability. Upon renouncement by the
Company of the tax benefits, in favor of the investors, the liability
is applied in reduction of the income tax expense. The difference of
$40,000 represents the difference between the amount recorded under
Canadian and United States GAAP.
f) Minimum liability of defined benefit plans
The provisions of Statement of Financial Accounting Standards No. 87,
Employers Accounting for Pensions, requires companies with any plans
that have an unfunded accumulated benefit obligation to recognize an
additional minimum pension liability, and in certain circumstances, a
reduction of accumulated other comprehensive income. Therefore, in
accordance with United States GAAP, the consolidated balance sheets at
December 31, 2004, 2003 and 2002 would include an additional minimum
pension liability of $4,861,000, $4,382,000 and $3,562,000,
respectively, and an equivalent reduction of accumulated other
comprehensive income.
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CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)
g) Comprehensive income
United States accounting standards for reporting comprehensive income
are set forth in SFAS No. 130 Comprehensive income represents the
change in equity during a reporting period from transactions and other
events and circumstances from non-owner sources. Components of
comprehensive income include items such as net loss, minimum pension
liability adjustments and certain foreign currency translation gains
and losses.
h) Capital stock
Before July 1, 2001, under Canadian GAAP, the value assigned to the
common shares issued in consideration for a business acquisition, such
as the MSV acquisition dated June 30, 2001, was based upon the average
trading price of the shares over a reasonable period before and after
the closing date of the acquisition of June 30, 2001. Under United
States GAAP, the value assigned to the common shares is based upon the
average trading price of the shares over a reasonable period before
and after April 25, 2001, which is the date the terms of the business
combinations were agreed to and announced. The adjustment of
$1,481,000 represented the difference in the value of the common
shares issued under United States GAAP.
i) Warrants of the entity subject to significant influence
Under Canadian GAAP, no value would be recognized for the warrants
issued by CCR, the entity which was subject to significant influence
in 2001 and which became a subsidiary in 2003, for which the Company
has granted, in 2001, an automatic conversion feature into common
shares of the Company. Under United States GAAP, the fair value of the
conversion feature is recognized in shareholders' equity and recorded
as an additional cost to the investment in CCR. The adjustment of
$485,000 represented the fair value of the conversion feature.
In 2003, since the Company acquired an additional interest of 50% in
CCR which became a subsidiary (Note 3), the additional cost of the
investment in CCR (as mentioned in the preceding paragraph) was
reclassified to property, plant and equipment.
j) Elimination of deficit
Canadian GAAP permits the reduction of the stated capital of
outstanding common shares with a corresponding offset to deficit. This
reclassification occurred in 2001 and is not permitted under United
States GAAP and would result in an increase in both capital stock and
deficit of $113,645,000.
- 133 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)
k) Shareholders' equity
Under Canadian GAAP, the ECU, described in Note 10b) were accounted
for in accordance with their substance and, as such, were presented in
the financial statements in their liability and equity component
parts. Under United States GAAP, the entire principal amount of the
ECU, is treated as debt bearing interest at average LIBOR plus 3.5%.
l) Recent and future accounting changes
In June 2002, the FASB issued SFAS No. 146, Accounting for Exit or
Disposal Activities. SFAS No. 146 requires companies to recognize
costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or
disposal plan. SFAS No. 146 replaces previous accounting guidance
provided by the EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring), and was
effective for the Company for exit or disposal activities initiated
after December 31, 2002. The adoption of this new standard had no
effect on the Company's consolidated financial position.
In August 2002, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, that established a single
accounting model, based on the framework of SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, for long-lived assets to be disposed of by sale. The
Company adopted SFAS No.144 in 2003, and no adjustment resulted from
its adoption.
In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
entitled Guarantor's Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others.
The interpretation requires disclosure about the nature and terms of
obligations under certain guarantees that the Company has issued. The
interpretation also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing a guarantee. The initial
recognition and initial measurement provisions are applicable on a
prospective basis to guarantees issued or modified after December 31,
2002. According to management, all appropriate disclosures are
included in the Company's consolidated financial statements.
In January 2003, the Financial Accounting Standards Board (FASB)
issued Interpretation No. 46, Consolidation of Variable Interest
Entities, and an Interpretation of Accounting Research Bulletin No. 51
(FIN 46). FIN 46 establishes accounting guidance for consolidation of
variable interest entities by the primary beneficiary. FIN 46 applies
to any business enterprise, public or private, that has a controlling
interest, contractual relationship or other business relationship with
a Variable Interest Entity. In December 2003, the FASB issued
interpretation No. 46R (FIN 46R) which supersedes FIN 46. FIN 46R is
effective for all Variable Interest Entities (VIEs) created after
February 1, 2003 at the end of the first interim or annual reporting
period ending after December 15, 2003. FIN 46R is applicable to all
VIEs created prior to February 1, 2003 by public entities at the end
of the first interim or annual reporting period ending March 15, 2004.
The Company has determined that it has no VIEs.
- 134 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
19. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)
l) Recent and future accounting changes (continued)
In December 2002, the FASB issued SFAS No. 148, entitled Accounting
for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value-based
method of accounting for stock-based employee compensation. The
Company has chosen to adopt the fair value-based method of accounting
using the prospective method for all awards granted to employees since
January 1, 2003. No difference results from the adoption of this
standard under United States GAAP since the Company has adopted a
similar standard (revised Section 3870 of the CICA Handbook) under
Canadian GAAP in 2003 (Note 2).
In April 2003, the FASB issued SFAS No. 149, entitled Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS
149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as
"derivatives") and for hedging activities under FASB Statement No.
133, Accounting for Derivative Instruments and Hedging Activities.
This statement is effective for contracts entered into or modified
after June 30, 2003. Adoption of this statement had no effect on the
Company's consolidated financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, entitled Accounting for
Certain Financial Instruments with Characteristics of both Liabilities
and Equity. SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement is
effective for financial instruments entered into or modified after May
31, 2003. Adoption of this statement had no effect on the Company's
consolidated financial position or results of operations.
In March 2004, the Emerging Issues Task Force issued EITF 04-2,
Whether Mineral Rights are Tangible or Intangible Assets (EITF 04-2).
The Task Force reached a consensus that mineral rights are tangible
assets. In April 2004, the FASB issued FASB Staff Positions (FSPs) FAS
141-1, Interaction of FASB Statements No. 141, the Business
Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible
Assets (SFAS 142). The FSPs amend SFAS 141 to conform them to the Task
Force consensus. The FSPs are effective for the first reporting period
beginning after April 29, 2004 but earlier adoption is permitted. The
adoption of this standard had no effect on the Company's consolidated
financial position or results of operations.
In March 2004, the EITF issued EITF 04-3, Mining Assets Impairment and
Business Combinations. EITF 04-3 requires mining companies to compare
cash flows to the economic value of mining assets (including mineral
properties and rights) beyond those assets' proven and probable
reserves, as well as anticipated market price fluctuations, when
assigning value in a business combination in accordance with SFAS 141
and when testing the mining assets for impairment in accordance with
FSAS 144. The consensus is effective for reporting periods beginning
after March 31, 2004 but earlier adoption is permitted. The adoption
of this standard is reflected in Note 7 to the consolidated financial
statements.
- 135 -
CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS,
EXCEPT SHARE DATA)
20. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the
current financial statement presentation.
- 136 -
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this Annual Report on Form 20-F on its behalf.
CAMPBELL RESOURCES INC.
Dated: March 30, 2005 By: /s/ Andre Y. Fortier
---------------------------------------
Andre Y. Fortier
President and Chief Executive Officer
By: /s/ Lucie Brun
---------------------------------------
Lucie Brun
Executive Vice President and
Chief Administrative Officer
(Principal Financial and
Principal Accounting Officer)
- 137 -
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- ------------------------------------------------------------
1.1 Restated Articles of Incorporation dated August 9, 1999 (E)
(Exhibit 4(a)).
1.2 Articles of Amendment dated May 19, 2000 consolidating the
common shares on the basis of one post consolidation common
share for every ten pre-consolidation common share. (F)
(Exhibit 3.1)
1.3 Articles of Arrangement effective June 30, 2001 relating to
the merger with GeoNova Explorations Inc. (I) (Exhibit 3.3)
1.4 By-Law No. 1 as amended and as in effect on the date hereof
(A) (Exhibit 3.12)
1.5 Amendment of By-Law No. 1 (A) (Exhibit 3.11)
1.6 Restated Certificate of Incorporation dated January 7, 2005
2.1 Trust Indenture made as of July 21, 1994 between the Company
and Montreal Trust Company of Canada regarding the 7 1/2%
Convertible Subordinated Debentures (B) (Exhibit 4.1)
4.1 The Company's Employee Incentive Plan as amended (E)
(Exhibit 99)
4.2 Employment Agreement dated August 6, 2002 between the
Company and Andre Y. Fortier (J) (Exhibit 10.2)
4.3 Employment Agreement dated August 6, 2002 between the
Company and Claude Begin (J) (Exhibit 10.3)
4.4 Employment Agreement dated August 6, 2002 between the
Company and Alain Blais (J) (Exhibit 10.4)
4.5 Employment Agreement dated August 6, 2002 between the
Company and Lucie Brun (J) (Exhibit 10.5)
4.6 Directors' Stock Option Plan I (Exhibit 10.8)
4.7 Royalty Agreement with Repadre Capital Corporation made as
of April 23, 1993. I (Exhibit 10.14) and amendment dated
June 30, 2001 (I) (Exhibit 10.4)
4.8 Merger Agreement dated May 7, 2001 between the Company, MSV
Resources Inc. and GeoNova Explorations Inc. pursuant to
which MSV and GeoNova became wholly-owned subsidiaries of
the Company with Plan of Arrangement under the Canada
Business Corporations Act and Arrangement By-Law attached.
(H) (Exhibit 2)
4.9 ECU Facility Agreement dated October 26, 2004 between MSV
Resources Inc., Campbell Resources Inc., Meston Resources
Inc., RMB International (Dublin) Limited and RMB Resources
Limited
4.10 Sale and Purchase Agreement dated November 10, 2004 between
GeoNova and Metanor
6.1 Statement detailing computation of per share earnings
8.1 Significant subsidiaries
11.1 Standards of Ethical Conduct (K) (EXHIBIT 11.1)
12.1 Certification of Andre Y. Fortier pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
- 138 -
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- ------------------------------------------------------------
12.2 Certification of Lucie Brun pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
13.1 Certification of Andre Y. Fortier pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
13.2 Certification of Lucie Brun pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
15.1 Consent of Samson Belair Deloitte & Touche
15.2 Consent of Systemes Geostat International Inc.
15.3 Consent of Met-Chem Canada Inc.
15.4 Audit Committee Charter
(A) refers to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1987
and incorporated herein by reference.
(B) refers to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference.
(C) refers to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1993
and incorporated herein by reference.
(D) refers to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1999
dated March 27, 2000 and incorporated herein by reference.
(E) refers to documents previously filed as an exhibit to Campbell's
registration statement on Form S-8 (Registration No. 333-93063)
and incorporated herein by reference.
(F) refers to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated May 19, 2000 and incorporated
herein by reference.
(G) refers to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 2000
dated April 12, 2001 and incorporated herein by reference.
(H) refers to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated July 13, 2001 and incorporated
herein by reference.
(I) refers to documents previously filed as an exhibit to Campbell's
Annual Report on Form 20-F for the year ended December 31, 2001
dated May 14, 2002 and incorporated herein by reference.
(J) refers to documents previous filed as an exhibit to Campbell's
Annual Report on Form 20-F for the year ended December 31, 2002
dated May 15, 2003 and incorporated herein by reference.
(K) refers to documents previous filed as an exhibit to Campbell's
Annual Report on Form 20-F for the year ended December 31, 2003
dated May 19, 2004 and incorporated herein by reference.
Exhibits in parentheses are references to the Exhibit No. of the filing
indicated.
- 139 -