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

                                    FORM 20-F

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

                                       OR

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

     For the fiscal year ended December 31, 2001

                                       OR

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

                          Commission File Number 1-8488

                         [CAMPBELL RESOURCES INC. LOGO]
             (Exact name of registrant as specified in its charter)

                                     Canada
                                     ------
                 (Jurisdiction of incorporation or organisation)

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

     Securities registered or to be registered pursuant to Section 12(b) of the
Act
           Title of each class         Name of each exchange on which registered

              Common Shares                            None

     Securities registered pursuant to Section 12(g) of the Act.
                                      None
                                (Title of Class)

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

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

             December 31, 2001:             32,561,713 Common Shares

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                                  Yes |X| No |_|

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

                                                         Item 17 |X| Item 18 |_|
<PAGE>

                        CAMPBELL RESOURCES INC.
                           -TABLE OF CONTENTS

<TABLE>
<S>                                                                                                         <C>
         Forward-looking Statements......................................................................   1
         Currency and Metric Equivalents.................................................................   1
         Reserve Estimates and Glossary of Significant Terms.............................................   2

                                                   PART I

Item 1. Identity of Directors, Senior Managers and Advisors - Not Applicable.............................   3

Item 2. Offer Statistics and Expected Timetable - Not Applicable.........................................   3

Item 3. Key Information..................................................................................   3
        Selected Financial Data..........................................................................   3
        Risk Factors.....................................................................................   5

Item 4. Information on the Company.......................................................................   7
        History and Development of the Company...........................................................   7
        Business Overview................................................................................  10
        Organisational Structure ........................................................................  13
        Property, Plants and Equipment...................................................................  14

Item 5. Operating and Financial Review and Prospects.....................................................  43
        Management's Discussion and Analysis.............................................................  43

Item 6. Directors, Senior Management and Employees.......................................................  45
        Senior Management................................................................................  48
        Compensation.....................................................................................  48
        Board Practices..................................................................................  58
        Employees........................................................................................  59

Item 7. Major Shareholders and Related Party Transactions................................................  60

Item 8. Financial Information............................................................................  60
        Legal Proceedings................................................................................  60

Item 9. The Offer and Listing............................................................................  61

Item 10. Additional Information..........................................................................  62
         Memorandum and Articles of Incorporation........................................................  62
         Exchange Controls...............................................................................  63
         Material Contracts..............................................................................  63
         Taxation .......................................................................................  64
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                     <C>
Item 11. Quantitative and Qualitative Disclosures about Market Risk.................................    69
           Gold Risk Disclosures....................................................................    69
           Foreign Currency Risk Disclosures........................................................    70
           Other Financial Instrument Risk Disclosures
           Competition..............................................................................    70

Item 12. Description of Securities Other Than Equity Securities - Not Applicable....................    70

                                                PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies............................................    70
         Dividend Record and Policy.................................................................    70

Item 14. Material Modification to the Right of Security Holders and Use of Proceeds - None..........    71

Item 15. Reserved for Future Use....................................................................    71

Item 16. Reserved for Future Use....................................................................    71

                                                PART III

Item 17. Financial Statements.......................................................................    71
         Management's Report........................................................................    72
         Report of Independent Accountants..........................................................    73

Item 18. Financial Statements.......................................................................   103

Item 19. Financial Statements and Exhibits..........................................................   103

Signatures..........................................................................................   105
Index of Exhibits...................................................................................   106
</TABLE>

(A)   Pursuant to General Instruction G(b) of Form 20-F, this annual report
      includes the information specified in Parts I,II,III

(B)   Pursuant to General Instruction (G)(c) of Form 20-F, the registrant has
      elected to provide the financial statements and related information
      specified in Item 17.
<PAGE>
                           FORWARD-LOOKING STATEMENTS

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

                         CURRENCY AND METRIC EQUIVALENTS

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

<TABLE>
<CAPTION>
                           Rate at          Average
                           December 31      Rate (1)           High              Low
                           -----------      ----               ----              ---
         <S>               <C>              <C>               <C>               <C>
         1997              0.6999           0.7198            0.7487            0.6961
         1998              0.6447           0.6746            0.7105            0.6343
         1999              0.6929           0.6728            0.6929            0.6446
         2000              0.6669           0.6726            0.6947            0.6413
         2001              0.6267           0.6459            0.6695            0.6243
</TABLE>

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

      On May 9, 2002, the noon buying rate for Cdn.$1.00 was US$0.6375.

      Tonnages referred to in this report are to either short tons equal to
2,000 pounds, referred to herein as tons, or to metric tonnes, equal to 2,204.6
pounds and referred to herein as tonnes or metric tonnes. A reference herein to
ounces means a troy ounce that is equal to 31.103 grams. To convert grams per
tonne to ounces per ton, multiply grams per


                                       1
<PAGE>
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 were previously disclosed in a March 28,
2001 press release and in the Corporation's Joint Management Information
Circular dated May 10, 2001. Such estimates may not qualify as a commercially
mineable ore body under standards promulgated by the U.S. Securities and
Exchange Commission and will not qualify as mineable reserves unless the
economic viability of the project is established and documented in a final
feasibility study. MINERAL RESOURCES THAT ARE NOT MINERAL RESERVES DO NOT HAVE
DEMONSTRATED ECONOMIC VIABILITY.

                          GLOSSARY OF SIGNIFICANT TERMS

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

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

"MEASURED MINERAL RESOURCE" is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics, are
so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of economical viability of the
deposit. The estimate is based 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.


                                       2
<PAGE>
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS - NOT APPLICABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE - NOT APPLICABLE

ITEM 3. KEY INFORMATION

SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial information with
respect to the Corporation for the five years ended December 31, 2001 and is
extracted in part from the more detailed Consolidated Financial Statements
included herein. The selected financial data set forth below is stated in
thousands of Canadian dollars (except per share amounts)

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

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

<TABLE>
<CAPTION>
FIVE YEAR COMPARATIVE SUMMARY
OF SELECTED FINANCIAL DATA                                       (EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
YEAR ENDED DECEMBER 31                                         2001         2000         1999           1998            1997
                                                                      (restated)   (restated)     (restated)       (restated
OPERATING RESULTS (IN THOUSANDS)                                  $            $            $              $               $
--------------------------------                          ---------    ---------    ---------      ---------       ---------
<S>                                                       <C>          <C>          <C>            <C>             <C>
Metal sales                                                      --       15,682       22,465         36,388          52,635
Net loss                                                     (4,355)     (41,875)     (11,776)       (30,237)        (21,349)
Cash flow from (used in) operations (before
change in non-cash operating working capital)                  (787)     (13,800)     (10,277)           411             556
Capital Expenditures                                          1,789        7,196        5,088          8,141          27,212

FINANCIAL POSITION (IN THOUSANDS)
Cash and short-term deposits                                  2,761        4,548       18,219         41,493          13,638
Money market instruments                                         --           --        7,958             --          28,097
Total assets                                                110,356       77,960      113,530        127,198         157,428
Long-term debt                                               55,974       52,224       51,809         53,477          54,901
Shareholders' equity                                         22,102       13,468       75,673         87,469         105,124

PER SHARE DATA
Net loss per share                                            (0.18)       (2.66)       (0.75)         (1.97)          (1.42)
Book value per share                                           0.68         0.85         4.82           5.65            6.94

OPERATIONAL STATISTICS
Gold production - ounces                                         --       38,400       53,700         82,400         112,700
Gold revenue per ounce - US dollars                              --          279          276            304             336
Cash cost per ounce - US dollars                                 --          463          292            255             288

SHARES OUTSTANDING (IN THOUSANDS)
At year end                                                  32,562       15,784       15,715         15,469          15,145
Weighted average during year                                 23,720       15,733       15,695         15,353          15,055

FOREIGN EXCHANGE RATE - US DOLLARS:
Year end/average                                          0.63/0.65    0.67/0.67    0.69/0.67      0.65/0.67       0.70/0.73
High/low                                                  0.67/0.63    0.69/0.64    0.69/0.65      0.71/0.63       0.75/0.69

</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>
SELECTED QUARTERLY
FINANCIAL DATA (UNAUDITED)                               (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 2001                              1st Quarter           2nd Quarter       3rd Quarter    4th Quarter
----------------------------                              -----------           -----------       -----------    -----------
<S>                                                       <C>                   <C>               <C>            <C>
                                                                   $                     $                 $              $
Metal sales                                                       --                    --                --             --
Loss from operations                                          (1,943)               (1,195)             (875)          (620)
Net loss                                                      (2,031)                 (931)             (995)          (398)
Net loss per share                                             (0.13)                (0.06)            (0.03)         (0.00)

YEAR ENDED DECEMBER 31, 2000
Metal sales                                                    1,256                 3,547             5,947          4,932
Loss from operations                                          (2,045)               (5,134)           (7,398)        (4,987)
Net loss                                                      (1,796)               (4,721)           (6,644)       (28,714)
Net loss per share                                             (0.11)                (0.30)            (0.43)         (1.82)
</TABLE>

Summary of Differences Between US and Canadian GAAP

      A reconciliation of the differences between accounting principles
generally accepted in the United States and Canada is presented in Note 18 of
the consolidated financial statements located at Item 17.


                                       4
<PAGE>
RISK FACTORS

Mining Risks

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

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

      The Corporation is currently dependent on the future outlook for one
operation, the Joe Mann Mine, as the source of its cash flow. At the Joe Mann
Mine, the 2001 Plan is based on a gold price of US$280 per ounce for 2001,
US$290 for 2002 and US$300 per ounce thereafter, and anticipates cash production
costs (excluding pre-production development, exploration and reclamation costs
of US$195 per ounce. The ability of the Corporation to achieve the cash costs is
largely based on the successful adoption of the operating assumptions and
completion of the exploration and development work contained in the 2001 Plan.
Should gold prices decrease significantly or the cash cost be higher than
projected, the ability of the mine to generate cash flow will be impaired.

      Development is currently underway on the Copper Rand 5000 Project. The
Corporation expects that the Project will begin production in the third quarter
of 2003. While financing for the Project is in place (as described on pages 23
to 25), there can be no assurance that the development work will be completed
and production commence on schedule.

      The Corporation is currently reviewing economic studies of the Corner Bay
copper project (see pages 28 to 30). Depending on the prevailing market
conditions, development work on the Corner Bay Project may begin in the second
half of 2002 with the objective of beginning production in the third quarter of
2003. There can be no assurance that the price of copper will be at a level for
the project to be economically viable nor that the Corner Bay Property will be
brought into production.

      The figures for mineral reserves and resources presented herein are
estimates and no assurance can be given that the anticipated tonnages and grades
will be achieved or the indicated level of recovery realized. In addition, no
assurance can be given that the gold price on which these estimates are based
can be achieved. See "Mineral Reserves and Resources" for the Joe Mann Mine, the
Copper Rand Mine and the Corner Bay Property on pages 17, 26 and 30. As well,
lead times required for underground stope and open pit preparation and
development in mining operations can affect production decisions and schedules.
Gold price fluctuations may render mineral reserves containing relatively lower
grades of gold mineralization uneconomic. Moreover, short-term operating factors
relating to the mineral reserves, such


                                       5
<PAGE>
as the need for orderly development of ore bodies or the processing of new or
different ore grades, may cause the Corporation to be unprofitable in any
particular accounting period.

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

Environmental Matters

      Campbell believes that it and its subsidiaries are currently complying in
all material respects with applicable environmental legislation. During 1995,
proposed amendments to the Quebec Mining Act relating particularly to
rehabilitation and restoration plans came into force. This legislation required
that a rehabilitation and restoration plan be submitted for approval within one
year of the legislation coming into force and that a financial guarantee be
furnished with respect to such plan.

      Campbell filed preliminary rehabilitation and restoration plans on March
9, 1996, and has filed additional information required thereunder within the
extensions granted by Quebec mining authorities. Annual financial guarantees are
required to be filed in connection with the rehabilitation and restoration plan
within 15 days of approval of the plan. The plan for the Joe Mann Mine site was
approved in early 2000 and the first financial guarantee in the amount of
$22,050 was posted on March 3, 2000. The plan for the Campbell Mill site is
pending approval. The appropriate method of re-mediating acid spots, which have
appeared on fifty hectares of previously re-vegetated tailings is currently
being reviewed. Two alternate methods are being considered which involve costs
ranging from $10,000 to $30,000 per hectare. Campbell currently estimates that
the maximum annual financial guarantees will range from $154,000 in the first
year to $1,871,000 in the fourth year for an aggregate of $3,517,500. $5,700,000
is currently accrued for the cost of completing the work contemplated under the
rehabilitation plans for both the Joe Mann Mine site and the Campbell Mill site.
It is expected that this cost will be partially offset by the salvage value of
plant and equipment.

      As a result of MSV's acquisition of the Portage and Copper Rand Mines in
1993, MSV applied for and obtained certificates of authorization from the
Ministry of the Environment (Quebec) ("MENVIQ") to operate the Mines and the
Copper Rand Mill, as well as for its waste and tailings disposal sites under the
Environment Quality Act (Quebec). Certificates of authorization dated December
22, 1993 with respect to the Portage Mine and March 8, 1994 with respect to the
Copper Rand Mine were obtained by MSV from MENVIQ. MSV holds all other permits
required under the Environment Quality Act (Quebec), the Mining Act (Quebec) and
other applicable legislation and regulations. MSV holds an environmental fund of
approximately $3,700,000 as at December 31, 2001. This amount was set aside for
the restoration of the Copper Rand, Portage, Jaculet and Copper Cliff mining
sites. Cost of the restoration plan is evaluated at $3,200,000.


                                       6
<PAGE>
ITEM 4. INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

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

      On June 30, 2001 the Corporation 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 so that the
operating synergies and elimination of multiple public company costs would
contribute to making the Chibougamau operations of the continuing company more
competitive at current gold and copper prices.

      The exploration and development plan at the Joe Mann Mine, which
commenced in November 2001, will require a total investment of $10 million over
a seventeen-month period. Progress on these programs enabled the Corporation to
gradually resume mining operations that were suspended in November 2000. Milling
operations re-commenced in February 2002. The $10 million investment will be
partially funded from cash flow from operations. In the fourth quarter of 2001,
the Corporation has 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 of the Province of Quebec covering the
period up to March 31, 2002, representing 50% of the exploration program. A
request for an additional subsidy of the same amount has been submitted to cover
expenditures during the period from April 1, 2002 to March 31, 2003. Approval of
this additional subsidy is pending. A $4 million loan from Investissement-Quebec
will be used to fund these programs. The credit agreement for this loan was
finalized on May 10, 2002.

      In December 1999, a new company, Corporation Copper Rand Inc. ("CCR") was
formed for the purpose of financing the Copper Rand 5000 Project. The
Corporation through its wholly-owned subsidiary, MSV originally held a 16%
equity interest and is the operator of the Project with its three partners: the
Solidarity Fund QFL, SDBJ and SOQUEM INC., holding 28%, 28% and 28%
respectively. SDBJ, a Quebec government-owned economy-based corporation, has the
mission to further the development of natural resources of the James Bay
territory other than hydroelectrical resources within a perspective of
sustainable development. SOQUEM INC. is a division of SGF Mineral inc., which is
a subsidiary of the 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


                                       7
<PAGE>
is to carry out economic development projects in co-operation with
partners and in accordance with accepted requirements of profitability, in
particular in the industrial sector.

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

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

      Work on the deepening of the No. 4 Shaft at Copper Rand commenced in
August 2001 and is expected to be completed in the second quarter of 2002 with
work on the decline ramp to reach the ore body scheduled to begin in July 2002.
Production start-up is scheduled for the third quarter of 2003.

      All the labour agreements for both the Joe Mann and Copper Rand Mines were
renewed during the last quarter of 2001 for a minimum period of three years.
Production employees at Joe Mann Mine accepted reductions in salary linked to
variations in the price of gold. The Corporation also negotiated cost reductions
with service providers. The change in mining method as well as synergies from
the merger of the three companies should result in a significant reduction in
operating costs. The Corporation expects to produce gold at a cash operating
cost of US$200 per ounce in 2002. Production at Joe Mann Mine began at the end
of the first quarter of 2002, with expected yields of 56,600 ounces of gold and
1.2 million pounds of copper in 2002.

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

      The Corporation also sold a royalty on future production at the Joe Mann
Mine and Corner Bay Project in return for gross cash proceeds of $1.0 million
and promissory notes of $1.0 million maturing on February 2, 2002, $0.6 million
maturing on February 2, 2003, and $11.7 million maturing on December 31, 2011.
These notes carry an annual interest rate of 6.25%. The royalty is payable as
follows: $8 per ton of ore in 2002 and 2003, $14 in 2004, and $35 from January
1, 2005 onwards, until such time that the net royalties payable, with interest
compounding at 10% per year, exceeds the value of all the notes paid between the
initial and final expiry dates compounded at 10% annually. When this value is
exceeded, an amount of $1.50 will be paid per ton of ore. The Company has the
right to repurchase the royalty units at fair market value, at any time after
July 1, 2007 and at any time that a holder is in default.

      On March 28, 2002, the Corporation announced that it had retained two
Canadian investment


                                       8
<PAGE>
dealers to raise up to a maximum of $6,000,000 on a best efforts basis by way of
private placement. The private placement will consist of up to 9,230,770 units
at $0.60 per unit. It is expected to close in on May 15, 2002 following approval
shareholders expected to be given at the Annual and Special Meeting to be held
on May 14, 2002. Each unit will consist of one common share and a 1/2 share
purchase warrant. Each whole share purchase warrant is exercisable for one
common share at $0.80 per share for one year from the date of closing of the
private placement.

      With the financing for the Joe Mann and Copper Rand Mines now in place and
activities under way, and with the additional financing discussed above, the
Corporation will next develop the Corner Bay Property. This property, which is
located between Joe Mann and Copper Rand Mines, would optimise milling
operations. Management expects development of the Corner Bay Property, which
requires an investment of $5 million, to commence in the fall of 2002.

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

      During fiscal 2001, the Corporation entered into an option agreement to
sell its Mexican subsidiary, Oro de Sotula, S.A. de C.V. that held the Santa
Gertrudis property to Queenstake Resources Ltd. ("Queenstake"). This option was
exercised effective January 31, 2002. Queenstake assumed full liability for
proper abandonment and reclamation of the Santa Gertrudis property and has
agreed to indemnify that Corporation with respect to all environmental
obligations. The Corporation may receive up to US$2 million depending on future
events as outlined in Note 20 of the financial statements plus a 1% net smelter
returns royalty on any future production from the property.

      In March 2002, the Corporation entered into an option agreement to sell
its other Mexican subsidiary, Recursos Escondidos, S. A. de C. V., holder of the
Roca Roja Property to International Coromandel Resources Ltd. ("Coromandel"). On
April 30, 2002, the Corporation received notice that this option will be
exercised. It is expected that the sale will close by the end of May 2002. As
consideration for the sale, the Corporation will receive 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 will assume full liability for proper abandonment and
reclamation of the Roca Roja property and will indemnify that Corporation with
respect to all environmental obligations. With the completion of this sale, the
Corporation's mineral properties will all be located in the Province of Quebec.


                                       9
<PAGE>
BUSINESS OVERVIEW

      Campbell is a gold and copper mining company operating principally in
northern Quebec. The two main assets of the Company are the Joe Mann Mine and
Copper Rand Mine. Campbell owns 100% of Joe Mann Mine. Campbell also owns 26% of
the Copper Rand Mine and has an option to increase its ownership to 50%, with
a right to first refusal on the other 50%. The $45 million Copper Rand 5000
Project is underway to deepen the mine and develop new infrastructure between
the 4000 and 5000 foot levels. The mine should be ready to resume production in
the third quarter of 2003 (See page 26).

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

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

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

      Since December 2000, a review of mineral resources and reserves was
carried out, and a development and exploration plan (the "2001 Plan") was
prepared to permit resumption of operations based on certain assumptions.
Strategies were initiated to ensure that the exploration and development work
called for under the 2001 Plan is properly funded.

      On November 5, 2001, Campbell announced the beginning of this exploration
and development work. Progress on these activities allowed for the resumption of
mining operations in the first quarter of 2002 with a daily production rate of
1,040 tons on a five-day per week basis. Yearly production is expected to reach
260,000 tons yielding 65,000 ounces of gold, 22,000 ounces of silver and
1,230,000 pounds of copper. The gradual recall of some 150 employees, required
for the mining and treatment plant operations, began on October 22, 2001.

      Mining reserves and resources used in elaborating the mining plan were
630,000 tons grading an average of 0.287 ounces per ton Au and 0.25% Cu to be
mined over a 33-month period (these mineral reserves and resources were
previously disclosed in a March 28, 2001 press release and in the Joint
Management Information Circular dated May 10, 2001). A $5,000,000 exploration
program should provide additional tonnage thus ensuring a longer production
period for the Joe Mann Mine.

      Production resumed at the Joe Mann Mine during the first quarter of 2002
at a daily production rate


                                       10
<PAGE>
of 1,040 tons on a five-day per week basis. Yearly production is expected to
reach 260,000 tons yielding 65,000 ounces of gold, 22,000 ounces of silver and
1,230,000 pounds of copper.

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

                                 [MAP OF QUEBEC]

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


                                       11
<PAGE>
      Factors that allow producers to remain competitive in the market over the
long-term are the quality (grade, metallurgy, etc.), and size of the orebody,
cost of production and the proximity to market. In all these factors the
Corporation is competitive to greater or lesser degrees; but because of the
number of companies and variables involved, no individual or group of producers
can be pointed to as being in direct competition with Campbell.

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

Campbell Debentures

      In July, 1994, concurrent with the acquisition of Santa Gertrudis, the
Corporation entered into an underwriting agreement with First Marathon
Securities Limited pursuant to which the Corporation sold US$11,005,000
aggregate principal amount of 7 1/2 % Convertible Subordinated Debentures
(Unsecured) (the "7 1/2 % Debentures"). The 7 1/2 % Debentures will mature on
July 21, 2004, the tenth anniversary of their date of issue. The 7 1/2 %
Debentures are convertible at the option of the holder into Common Shares at any
time prior to maturity at a conversion price of US$5.00 per Common Share. The 7
1/2 % Debentures are redeemable for cash at any time after the fifth anniversary
of the date of issue and, at the Corporation's option, may be redeemed in Common
Shares on the basis of one Common Share for each US$5.00 of 7 1/2 % Debenture
principal being redeemed. The right of the Corporation to redeem the 7 1/2 %
Debentures for cash or Common Shares is conditional on the average price of the
Common Shares exceeding US$5.00 during a period of 20 consecutive days prior to
notice of redemption. The Corporation may, at its option, repay the 7 1/2 %
Debentures at maturity by issuing Common Shares of the Corporation at the
conversion price of US$5.00 per Common Share (on a post-consolidation basis). To
April 30, 2002, debenture holders had converted US$8,454,000 of debenture
principal into 1,690,800 Common Shares (on a post-consolidation basis).
Debentures in the amount of US$2,551,000 remain outstanding as of May 9, 2002.

Meston Debentures and Preference Shares

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


                                       12
<PAGE>
      The mineral development expenditures which were renounced to the investors
in 1991 were based, in part, on independent valuations of certain related
mineral properties. Canada Customs and Revenue Agency (CCRA) has challenged
certain of those valuations, and disallowed certain of the renounced
flow-through deductions to certain of the investors. Meston may be contingently
liable for certain losses or damages to investors, if any, that may result if
CCRA is ultimately successful in its challenges.

      ORGANISATIONAL 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:

                                  [FLOW CHART]

                         ----------------------------
                            CAMPBELL RECOURSEC INC.
                                    (CANADA)
                         ----------------------------

------------------------               |               -------------------------
   MSV RESOURCES INC.                  |                 MESTON RECOURCES INC.
       (QUEBEC)                        |                       (QUEBEC)
   EASTMAIN PROPERTY        100%       |      100%          JOE MANN MINE
EXPLORATION PROPERTIES   ----------------------------        CAMCBIB MILL
  CORNER BAY PROPERTY                  |                EXPLORATION PROPERTIES
------------------------               |               -------------------------
            |                          |                           |
     26%    |                          |                           |       100%
------------------------               |               -------------------------
  COPPER RAND MINE                     |                  MESTON INVESTMENTS
  COPPER RAND MILL                     |                       LIMITED
 CEDAR BAY PROPERTY                    |                      (CAYMAN)
------------------------               |               -------------------------
                                       |      100%
                         ----------------------------
                           GEONOVA EXPLORATIONS INC.
                                    (CANADA)
                               DISCOVERY PROPERTY
                             BACHELOR LAKE PROPERTY
                               CHEVRIER PROPERTY
                         ----------------------------


                                       13
<PAGE>
Employees

Campbell and its wholly owned subsidiaries employed approximately 170 persons as
of December 31, 2001, of which 144 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
2001, 2000 and 1999, there were no material strikes or walkouts.

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

PROPERTY, PLANTS AND EQUIPMENT

Business of Meston

Joe Mann Mine

      History

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

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

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

      During 1999, as production moved to the lower levels, operations were
significantly affected by ground control problems and excessive dilution.
Resulting higher cash operating costs compelled


                                       14
<PAGE>
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 the 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 an Exploration and Development Plan (the "2001 Plan") for the
resumption of operations was prepared. Management also considered various
strategies to ensure that the future exploration and development requirements of
the mine would be properly funded. The 2001 Plan was presented to the Board of
Directors on March 14, 2001. The 2001 Plan concluded that current development
was insufficient to permit the required production rates to be achieved and
maintained and that a development and long-term exploration program was required
to permit planning and development between the 2350 and 3400 foot levels. The
exploration and development plan at the Joe Mann Mine, commenced in November
2001 and will be completed over a seventeen-month period. Progress on these
programs enabled the Corporation to gradually resume mining operations that were
suspended in November 2000. Milling operations re-commenced in February, 2002.

      Location, Access and Ownership

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

      Under Quebec mining law, Campbell's interest in the mining concessions and
lease is maintained in good standing by payment of an annual rental fee of
$25.00 per hectare or by the completion of $25.00 of exploration and development
work annually per hectare. As to mining claims, a fee of $22.00 per claim must
be paid and $500 of exploration work incurred every two years. Exploration
expenses may be carried forward to future years and may be applied to claims
within a 3.2 square kilometre block distance. Current work credits will entitle
Campbell to retain currently held mining claims for in excess of twenty years.
Under the exploration agreements with SOQUEM described under "Mineral
Exploration Properties--Chibougamau Exploration Properties" on page 21, SOQUEM
pays the annual fees and incurs the expenditures necessary to keep 146 mining
claims in good standing.

      Geology

      The deposit represents a classic Archean vein-type deposit with
gold-copper mineralization hosted by quartz veining within three laterally
continuous shear systems. In the mine area, the rocks consist predominantly of
mafic lavas intruded by gabbro sills and feldspar porphyry dykes. The intrusives
appear to have been introduced along a prominent east-west break structure. The
gabbro sills which are


                                       15
<PAGE>
moderately magnetic are traceable over widths of 400 to 600 feet and for at
least thirty miles along strike. Many late diabase dykes of varying thicknesses
crosscut the sequence and strike northeast.

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

      Exploration on the 2575 level, initiated in the fall of 1998, encountered
positive results approximately 1000 feet east of the shaft and led to the
discovery of a new zone situated north of the Main Vein. At present, it is
thought that the mineralization of the new ore zone is spatially and genetically
related to a large quartz-feldspar porphyry dyke. There are two limbs of
high-grade ore mineralization that occur at the northern and southern contacts
between the porphyry dyke and a sheared gabbro. During 1999, definition drilling
confirmed a stoping unit containing 118,000 tons grading 0.317 ounces per ton on
the 2575 level that was in part mined in 2000. In addition, definition drilling
appears to confirm the extension of the zone in the hanging wall of the Main
Zone between the 2750 and 3100 levels. Definition drilling will be continuing in
order to confirm grade and potentially wider zones in this area.

      Mineral Reserves and Resources

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

      The following table summarises undiluted mineral reserves and resources
estimated by management and calculated at December 31, 2001 and 2000 on the
basis of a gold price of US$280 per ounce, and at December 31, 1999 on the basis
of a gold price of US$300 per ounce. The mineral reserves at December 31, 2000
were confirmed, with limited independent sampling and testing, by Met-Chem
Canada Inc., independent geological and mining consultants, in a report to
Campbell dated April 12, 2001.

<TABLE>
<CAPTION>
                                                   Mineral Reserves

                              December 31, 2001     December 31, 2000     December 31, 1999

                                          Grade                 Grade                 Grade
                              Tons      (oz./ton)    Tons     (oz/ton)     Tons     (oz/ton)
<S>                          <C>        <C>        <C>        <C>        <C>        <C>
Proven                       236,200      0.286    236,200      0.286    179,924      0.269
Probable                      91,500      0.350     91,500      0.350    121,945      0.295
                             -------      -----     ------      -----    -------      -----
Total                        327,700      0.304    327,700      0.304    301,869      0.280
                             =======      =====    =======      =====    =======      =====
</TABLE>


                                       16
<PAGE>
                          Mineral Resources (excluding reserves)
                                December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                          Grade                Grade
                                        Tons           (Au oz/ton)            (Cu %)
                                    --------------  -----------------    ------------------
<S>                                 <C>             <C>                  <C>
Measured                                  215,000         0.349                0.34
Indicated                               1,080,000         0.319                0.28
</TABLE>

Notes:

1.    These estimates were verified internally by Linda Desjardins, a Qualified
      Person who has been employed as a geologist in the Chibougamau area since
      1988.

2.    Details and parameters of mineral resource calculations at December 31,
      2000 and 2001.

<TABLE>
     <S>                                                           <C>
     Calculation method                                              Data bloc modelling
     Cut off grade                                                      0.175 oz Au/T
     High-grade cut (Cu)/(Au)                                            NA / 2.0 oz
     Dilution                                                      5 ft. min. horz. Width
     Mill recovery(Cu)/ (Au)                                              98% / 94%
     Price assumption (Au Cu)                                            US$ 280/ oz
     Exchange rate Can $/ US$                                               0.65
</TABLE>

      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. Reserves increased on a net
basis during 2000 because access to the mineralization below the 2350 level was
achieved on completion of development. Also a six-foot width was again used
under the 2001 Plan based on operating experience during 2000. The increase in
tonnage and increase in grade at December 31, 2000 reflected the assumption of
six foot mining widths compared to five foot mining widths in the previous year
and the reduction in the assumed gold price from US$300 to US$280 per ounce.

      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 provides for a long-term development program extending over a 30-month
period to provide for a production period of four and a half years. The total
program involves 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.


                                       17
<PAGE>
      The 2001 Plan also assumes that an initial $5 million exploration program
be undertaken on the Main Vein and on the West Zone to provide 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 initially expected to be 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 with total operating costs of approximately $95.00 per ton.

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

      West Zone

      In addition to ore from the Main and South Veins, which are situated east
of the production shaft, the prior mine plan included some initial production
from the West Zone between the 1650 and 1825 levels of the mine. By mid-1999,
results from the West Zone were disappointing with the grade being inconsistent
and lower than expected. As a consequence, development in the West Zone was
suspended. As part of the 2001 Plan, an exploration drift to the West at the
2925 foot level is proposed. Six twenty-five foot bases, five hundred feet apart
will allow drilling coverage from levels 2350 to 3450 on a lateral length of
2800 feet. The South Vein, situated between the exploration drift and the target
zone, would also be 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.

      Mining

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

      The 2001 Plan calls for the use of a combination of long hole, cut and
fill and Alimak mining methods. The long hole method, estimated to comprise
approximately 68%, will be used in the Main and North Zones with three sub
levels that would limit hole lengths to 15 to 18 metres and control the size of
work site openings. This approach should provide better ground conditions and
thereby control dilution. In the South Vein where ground conditions are more
difficult, the cut and fill method is proposed for approximately 22% of the
mining with the Alimak method, comprising approximately 10%, to be used in
certain stopes. The Alimak method involves the use of an Alimak raise machine on
which miners are raised to work sites, complete their work and descend. This
method cuts down on the need for sub levels, provides more miner time at the
face of the stope or drift and can significantly reduce costs.

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


                                       18
<PAGE>
      The following table sets out production from the Joe Mann Mine for the
past three years:

<TABLE>
<CAPTION>
                                                    Joe Mann Mine
                                                 Production Summary
                                               Year ended December 31
                                        --------------------------------------
                                                                                      2001      2000(1)      1999(2)
                                                                                      ----      ----         ----
          <S>                                                                         <C>       <C>          <C>
          Tons Milled                                                                  N/A      138,000      267,000
          Gold Grade (oz./ton)                                                         N/A        0.208        0.204
          Copper Grade (%)                                                             N/A        0.220         0.22
          Gold Produced (ounces)                                                       N/A       26,300       51,300
          Copper Produced (000's lbs.)                                                 N/A          550        1,065
          Cash Operating Costs(3) (US$ per oz. of gold)                                N/A         $465         $292
</TABLE>

Notes:

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

(2)   Mining operations, other than ore recovery, were temporarily suspended in
      September 1999. Milling ceased in November 1999.

(3)   Operating costs include all on-site mining, processing and administrative
      costs, net of copper and silver by-product credits

      Milling

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

      Employees

      At the Joe Mann Mine, under the 2001 Plan, approximately 150 employees
were gradually recalled beginning on October 22, 2001. Of this number 127
persons were employed as of December 31, 2001, compared to 266 persons as of
December 31, 2000 (including 257 persons on temporary layoff). Of the 127
employees, 107 mine workers were covered by a collective bargaining agreement
with Le Syndicat des Travailleurs-euses de la Mine Meston (CSN), 6 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


                                       19
<PAGE>
Quebec (FIIQ). During 2001, 2000 and 1999, there were no material strikes or
walkouts at the Joe Mann Mine.

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

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

      Net Smelter Royalty

      In May 1993, Meston sold a graduated net smelter return royalty to
Repadre, a subsidiary of Dundee Bancorp Inc., for $3 million cash. The royalty,
based on production from the Joe Mann Mine, is 1.8% at gold prices up to $512
per ounce increasing to 3.6% at gold prices of $625 per ounce and greater. A 2%
royalty is also payable on copper production in excess of 5 million pounds per
year and silver production in excess of one million ounces per year. For the
year ended December 31, 2000, $187,250 was paid to Repadre under this agreement
compared to $366,000 paid for the year ended December 31, 1999. Since inception
in May 1993, an aggregate of approximately $4,048,000 has been paid pursuant to
this royalty. On June 30, 2001 Campbell issued 800,000 Common Shares to Repadre
pursuant to the Merger in exchange for the reduction of this royalty to 1.5% at
a gold price of US$325 ($494), 1.75% at a gold price of US$350 ($535) and 2% at
a gold price of US$375 ($570) or higher. This amended royalty is payable up to a
maximum of $500,000, after payment of which, the royalty will reduce to 1%
payable thereafter so long as the gold price is at least US$350 ($535).

      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 the first financial guarantee in the amount of
$22,050 was posted on March 3, 2000. 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


                                       20
<PAGE>
currently estimates that the maximum annual financial guarantees will range from
$154,000 in the first year to $1,871,000 in the fourth year for an aggregate of
$3,517,500. $5,700,000 is currently accrued for the cost of completing the work
contemplated under the rehabilitation plans for both the Joe Mann Mine site and
the Campbell Mill site. It is expected that this cost will be partially offset
by the salvage value of plant and equipment. A significant portion of this work
is to be completed over the life of the mine and as a consequence is not
anticipated to have a material effect on Campbell's financial condition. On an
ongoing basis, environmental compliance costs are not material at the Joe Mann
Mine.

Mineral Exploration Properties

      Chibougamau Exploration Properties

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

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

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

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

      From the inception of the program in 1992 to December 31,1997, SOQUEM had
spent approximately $2,548,000 on the Meston property and $2,431,000 on the
Chibougamau properties. To December 31, 2000, SOQUEM had incurred additional
expenditures under the amendments of $200,000


                                       21
<PAGE>
on the Meston properties and $220,000 on the Chibougamau properties since the
effective date of the 1997 amendments. Campbell is not responsible for sharing
expenditures with respect to the referenced properties.

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

Business of MSV

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

The Copper Rand Mine

      Location and Title

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

      History

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

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

      In February 1997, MSV announced the closing of the Portage Mine for
September of that year due to the depletion of ore reserves. Concurrently, MSV
announced that operations at the Copper Rand Mine would be suspended in October
1997 to enable the eventual development of the Copper Rand 5000 project


                                       22
<PAGE>
(the "Project"). In August 1997, MSV confirmed that the feasibility study on the
Project was positive and MSV would begin discussions to secure financing for the
eventual development of the Project.

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

      In December 1999, MSV announced the creation of a new company, Corporation
Copper Rand Inc. ("CCR") for the purpose of financing the Project. The three
partners in this project are the Solidarity Fund QFL, SDBJ and SOQUEM INC. who
will each hold 28% of the capital. MSV will act as operator in this project and
hold a 16% participation in the CCR. SDBJ, a Quebec government-owned
economy-based corporation, has the mission to further the development of natural
resources of the James Bay territory other than hydroelectrical resources within
a perspective of sustainable development. SOQUEM INC. is a division of SGF
Mineral inc., which is a subsidiary of the 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-completed operation with
partners and in accordance with accepted requirements of profitability, in
particular in the industrial sector.

      Copper Rand 5000 Project Financing

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

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

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


                                       23
<PAGE>
      Proposal to Creditors

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

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

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

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

      Principal Characteristics of Convertible Debentures

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

      Beginning on the first anniversary, the debentures are convertible at the
MSV's option at a conversion price equal to the average closing price of
Campbell's Common Shares over the 20 trading days prior to conversion, on
condition that the average closing prices of the Campbell's Common Shares at the


                                       24
<PAGE>
date of conversion over the 20 trading days prior to that date is at least equal
to or greater than twice the adjusted conversion price under the terms of the
debenture. Pursuant to exercise of its conversion rights, MSV can only convert
debentures up to a maximum of the lesser of 25% of the number of Campbell Common
Shares that are issued and outstanding on such date and 40% of the trading
volume of the Campbell Common Shares on The Toronto Stock Exchange over the six
month period prior to conversion. The terms of the debentures also provide for a
6 month waiting period between the conversion of any debenture by MSV and
provide for an escalation in the conversion price of $1.025 for each US $10
increase in the price of gold above US $350 up to a maximum escalation of $1.64.
MSV shall exercise its rights of conversion on a pro-rata basis between the
Parties.

      Other Aspects of the Financing

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

      Dilution and Control

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

      The closing of the financing of the Project including the loan provided by
Investissement-Quebec occurred on March 26, 2001.

      Geology

      The Copper Rand Property 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.


                                       25
<PAGE>
      The mineralization within the alteration corridors usually takes the form
of sulfide lenses (generally 10 to 30%) composed principally of pyrite and
chalcopyrite with occasional (1 to 5%) pyrhotite and small quantities of
sphalerite and galena. The ore gangue (70 to 90%) is composed essentially of
chlorite, quartz and carbonates. The relative distribution of these three
components of the gangue varies, although generally carbonates represent on the
average 15 to 20% of the gangue.

      Mineral Resources

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

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

NOTES:

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

2.    Details and parameters of resource calculations:

<TABLE>
<CAPTION>
     Calculation method                                       Bloc / vert. Long sect.
     ------------------                                       -----------------------
     <S>                                                      <C>
     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 $/ U$                                            0.66
</TABLE>

      Mining

      Work on the deepening of the No. 4 Shaft at Copper Rand commenced in
August 2001 and is expected to be completed in the second quarter of 2002 with
work on the decline ramp to reach the ore body, scheduled to begin in July 2002.
Production start-up is scheduled for the third quarter of 2003.

      Since the temporary shutdown of operations in October 1997, MSV has
maintained a skeleton staff of approximately 10 employees to ensure the mine is
kept dry and maintain the upkeep of the site's infrastructures.

      In the fall of 1998 and winter of 1999, MSV proceeded with the
rehabilitation of the No. 4 Shaft. This work was required before proceeding to
Project and the necessary funds were advanced by the SDBJ. During this same
period, MSV revised the August 1997 feasibility study. Sinking of the No. 4
Shaft at the Copper Rand Mine will go to level 4235 instead of 5235 and a
haulage drift at the 5000 level will be replaced by an inclined gallery, with
conveyor, to join level 3970 of shaft #4. All other underground infrastructures
and the mining method remain unchanged. Construction and development time
required for the project was reduced from 33 to 22 months. A second development
phase will be required 12 months


                                       26
<PAGE>
into production in order to reach the 5000 level by completing the inclined
gallery between levels 4560 and 5000. Work on deepening the No. 4 Shaft is
expected to commence by August 2001.

      For the Project, the sublevel open stoping with paste backfill mining
method has been selected. The mineralized zone is divided into stopes that will
be mined alternately with a backfill cycle. The spacing between sublevels is 80
feet from floor to floor, which is supported by a Golder Associates rock
mechanics study. Alternating stopes are opened over a horizontal distance of 60
feet. Production takes place on each sublevel. The sublevels are accessed by
secondary ramps that start at levels 4560 and 5030 and end at level 4030.

      The mining method is mechanized, which minimizes the personnel required
for the operation. Down-the-holes drills are presently used. The 3 7/8" 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.

Copper Rand Mill

      General

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

      Milling

      The Copper Rand concentrator has a rated capacity of 3,000 tons per day.
The mill process includes two separate circuits: a flotation circuit and a
gravity circuit. Gold recovered from the gravity circuit is melted on site and
the 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

      MSV and Westminer created an environmental fund of $4.3 million to provide
for the ultimate restoration and rehabilitation of the mining sites. Westminer
contributed $2.4 million to this fund and Societe de developement de la Baie
James ("SDBJ") indemnified Westminer against any future environmental
liabilities related thereto. MSV Restoration Inc. is a single purpose
wholly-owned subsidiary set up to carry out the site rehabilitation and
restoration work of the properties acquired from Westminer Canada Limited by
MSV.

      Tailings and Waste Disposal

      Tailings are disposed of in MSV's tailings pond which meets all
environmental requirements. The current disposal site has been used since 1974
exclusively for tailings generated from the Copper Rand, Portage and Eastmain
Mines. Tailing disposal sites have been extensively examined and tested during
the course of the preparation of MSV's application for operating permits filed
with the Ministry of the Environment (Quebec) and are regularly tested in
accordance with existing environmental standards. Tailing disposal sites meet
all existing environmental requirements and standards. Waste rock from the


                                       27
<PAGE>
Copper Rand Mine that cannot be dumped underground is hoisted to surface and
stored in a 240 ton bin adjacent to shaft #4 before being transferred to a waste
dump located south of the shaft.

      Royalties

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

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

Corner Bay

      Location and Title

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

      History

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

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

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


                                       28
<PAGE>
      In October 1994, MSV and Cache Explorations Inc. ("Cache") jointly
acquired the Corner Bay "Inner Block" Property ("Inner Block") from Corner Bay
Minerals Inc. ("Corner Bay") and SOQUEM in consideration of the payment of
certain royalties. In order to earn this interest, MSV undertook to invest $8
million to bring the deposit into production, to provide technical support and
to mill the ore at cost. In October 1995, MSV acquired the remaining 45%
interest when it merged with Cache. In December 1997, MSV renegotiated an
agreement with Corner Bay Minerals Inc. and SOQUEM INC. modifying the earlier
agreement of October 14, 1994 regarding the acquisition of the Corner Bay
Property. Under the new agreement, MSV acquired the property for a total
consideration of $1,560,500, part of which was payable in cash with the balance
payable in common shares. These obligations of MSV were discharged in 2001 as
part of MSV's proposal to Creditors discussed above (See page 24 under The
Copper Rand Mine). As additional continuing consideration, MSV will pay the 2%
net smelter royalty described below.

      MSV had planned to begin developing the Corner Bay "Inner Block" Property
in the second half of 1996 by driving a ramp from surface to a final depth of
-340 m. Because of a drop in copper prices at the end of the first half of 1996,
management postponed this development.

      Geology

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

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

      Mineral Resources

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


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                                                          Grade
                                                Tons                      (Cu%)
                                       -----------------------    -----------------------
                  <S>                  <C>                        <C>
                  Inferred                    749,900                      6.33
                  Indicated                   101,000                      7.00
</TABLE>

NOTES

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

2.    Details and Parameters of Resource Calculations

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

      Royalties

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

The Eastmain Mine

      Location and Title

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

      History

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

      Between 1983 and 1985, additional exploration work was done by Placer
Development Ltd. consisting of electromagnetic surveys, geophysical surveys, a
geological survey and a drilling program totalling 91 drill holes. In 1986, 25
holes were also drilled. In 1987 as part of the joint venture between Placer
Dome Inc. and MSV, $9 million was expended on exploration work on the Property,
including 33

                                       30
<PAGE>
drill holes, and an underground exploration program was carried out on the A
Zone. In 1988 and 1989, MSV continued to conduct exploration work on the
Property through a drilling program of 155 drill holes and detailed geological
surveys. In total, more than 345 drill holes comprising 62,300 metres have been
drilled on the property. In Addition, 1,158 metres of underground exploration
drifts have been driven, and extensive geophysical work has been carried out on
the Property.

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

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

      Geology

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

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

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

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


                                       31
<PAGE>
      Both zones have a roughly tubular shape and are continuous both down-dip
and along strike. The A Zone appears to be one continuous ore horizon that
displays a steep rake to the northeast which pinches and swells both along
strike and down-dip. It has an average thickness of 2.3 metres, a strike length
of

approximately 100 metres and has been intersected in drill core to 580 m
down-dip. The B Zone has a similar geometry except that it can be divided in
five lenses with the largest one having a length of 200 metres, a down-dip
extent of 480 metres and an average width of 3 metres.

      Mineral Resources

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

<TABLE>
<CAPTION>
                                                                          Grade
                                                    Tons            (Au oz/ton)
                  <S>                            <C>                <C>
                  Measured                       125,100                  0.265
                  Indicated                      786,600                  0.294
</TABLE>
Notes:

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

2.    Details and parameters of mineral resource calculations

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

      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.

      Since pre-production came to a halt, the site has been deserted and the
mine flooded. The camp can accommodate exploration teams with little
preparation.


                                       32
<PAGE>
      Mining

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

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

      Royalties

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

Cedar Bay

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

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

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

      The Cedar Bay Property was acquired by MSV to permit continued mining of
the mineralized zones at Copper Rand that continue at depth. In 1993 and 1994,
MSV conducted an exploration program on the Property from the underground
workings of the Copper Rand Mine in order to define a mineralized zone of
sufficient size and quality to justify its reopening. Encouraging results from
this program point to the presence of several mineralized zones with
economically viable gold and copper grades between the 3200 and 3840 levels
directly underneath the last operating levels. These mineralized zones could
eventually be developed after the Copper Rand 5000 project has been put into
production. The surface installations were


                                       33
<PAGE>
dismantled in the spring of 1997. The Cedar Bay Property has good exploration
potential and is now part of the Copper Rand 5000 Project, It was transferred to
CCR in which MSV holds a 26 % interest.

Exploration Properties

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

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

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

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

Business of GeoNova

      The activities of GeoNova consist mainly of 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.

      In August 2000, GeoNova announced an initial agreement for the acquisition
of all the interests and mining rights owned by Corporation Ced-Or in the
Bachelor Lake property. The acquisition of the Bachelor Lake is part of a
long-term strategy that should allow GeoNova to develop, in addition to its


                                       34
<PAGE>
Bachelor Lake Property, its Discovery Project, located 125 kilometres to the
west of the Bachelor Lake mill. In addition, the Bachelor Lake mill could be
used as a regional mill, allowing either acquisition of or custom milling for
other deposits in a 100-150kilometre radius.

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

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

Discovery Project

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

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

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


                                       35
<PAGE>
      In April 1994, GeoNova entered into an option agreement with 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.

      Location, Access and Ownership

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

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

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

      Geology

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

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

      The Taibi Group and the Vezza-Bruneau Sequence host numerous polymetallic
and gold occurrences and deposits. Almost all the deposits are associated with
the Casa-Berardi and Douay-Cameron deformation corridors, which lie at the
contact of the Cartwright volcanics and the Taibi sediments. The gold is
generally associated with quartz-Fe carbonate veins and veinlets encased in the
shear zones associated with intrusive and volcanic mafic rocks. The gold-bearing
zones are generally folded and


                                       36
<PAGE>
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.

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

      Metallurgical Testing

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


                                       37
<PAGE>
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 and GeoNova dated November 13,
1995 and amended April 30, 1999, October 15, 1999 and November 30, 2000 GeoNova
may acquire 100% of Inmet's interest in these claim blocks in consideration for
work and a feasibility study completed by December 31, 2003. Upon completion of
the study, Inmet may re-acquire a 50% interest by reimbursing 100% of the
expenses incurred by GeoNova. In addition, on the Dolbo block, pursuant to an
agreement between Cambior Inc. and GeoNova dated July 21, 1997 and amended
November 27, 1997, October 15, 1999 and November 27, 2000, GeoNova may acquire
100% of Cambior's interest in consideration of work. These blocks are subject to
royalties of up to 3% NSR with, in some cases, an additional NPI of 7.5 to 10%.

      In November 2000, GeoNova renegotiated the terms of this agreement and
obtained the postponement of all of its obligations under the terms of the
option in consideration of the issuance of 250,000 additional shares to Inmet
Mining Corporation.

      Location, Access and Ownership

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

      Geology

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


                                       38
<PAGE>
      During the period from 1985 to 1994, Inmet carried out grass roots
exploration including line cutting, stripping and geological and geophysical
surveys and approximately 49,000 metres of diamond drilling in 160 holes. From
1996 to 1998, GeoNova drilled and additional 23,000 metres in 70 holes.

      Mineral Resources

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

The Bachelor Lake Property

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

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

      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 through an NSR on ore from
the Bachelor Lake deposit or on ore from other deposits controlled by GeoNova
and processed at the Bachelor Lake mill . The GeoNova Shares are subject to
escrow as discussed elsewhere in this Proxy Circular. The NSR ranges from 0.25%
to 2.00%, depending on the origin of the ore and the gold price.

      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.


                                       39
<PAGE>
      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 51
claims and one mining concession for a total area of 1,839.69 hectares in
Lesueur Township in Quebec's Abitibi region. GeoNova owns a 100% undivided
interest acquired from Corporation Ced-Or pursuant to a purchase and sales
agreement dated March 30, 2001.

      Geology

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

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

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

      Mineral Resources

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


                                       40
<PAGE>

Berthiaume Syndicate

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

      Property, Location and Access

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



                                       41
<PAGE>

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 30km northwest of Rouyn-Noranda, Quebec. In December 1999,
GeoNova granted Soquem Inc. an option to acquire an interest in this property.
Soquem Inc. 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 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 Inc. has an option on the property pursuant to an agreement dated
May 23, 2000 as amended June 1, 2000. This agreement allows SOQUEM to acquire an
initial 50% undivided interest in the property in consideration of $225,000 in
exploration work carried out by July 31, 2002. Once this interest is acquired,
SOQUEM may choose to form a 50-50 joint venture with 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.

      Location, Access and Ownership

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

      Geology

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

      The Pitt property contains numerous gold-bearing structures, subsidiary to
the Destor-Porcupine fault to the north, the most important of which are the
"Stinger zone" and the "Pitt South zone". These are characterised by altered
shear and/or brecciated zones that contain quartz-carbonate veining and
sulphides, and they are in or at the contacts of the quartz-feldspar porphyries.
The sulphides present are mainly pyrite with some small concentrations of
chalcopyrite, galena and sphalerite. Fine grains of gold are often seen in the
mineralized zones. After compiling old data and conducting some grass-roots
work, Santa Fe Canada carried out a drill program consisting of 28


                                       42
<PAGE>
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

      Fiscal 2001 represented a new beginning for Campbell Resources Inc. In the
previous fiscal year, the Company announced its decision to focus on its mining
properties in Quebec, to find a buyer for its Santa Gertrudis Mine in Mexico and
to sell its investment in the Cerro Quema property in Panama. This strategic
decision was based on a review of its foreign properties in terms of current
value and opportunities, metal prices, general economic conditions and the
Company's financial situation. During the last quarter of fiscal 2000, the
Company wrote down the carrying value of its properties by $45.7 million.

      In fiscal 2001, the Company concluded an agreement to merge with MSV
Resources Inc. and GeoNova Exploration Inc. MSV Resources owns a number of
properties in the Chibougamau mining camp including the Corner Bay Project, a
26% interest in the Copper Rand and Cedar Bay gold and copper mines, and the
Copper Rand concentrator. GeoNova Explorations Inc. owns the Bachelor Lake Mine
and concentrator, the Discovery Project (Desjardins and Borduas-Martel
properties) in the region of Lebelsur-Quevillon, as well as an option on the
Chevrier Project in the Chibougamau mining camp.

      With the combination of these properties, Campbell owns significant
mineral reserves and resources as well as three of the four concentrators within
a radius of 225 kilometres (140 miles) from Chibougamau. On June 30, 2001,
Campbell acquired the other two companies by issuing 14,810,000 common shares
for a total consideration of $11,966,000. A breakdown of the assets acquired
from these two companies and debt assumed is provided in Note 3 of the financial
statements. The Company's balance sheet at December 31, 2001 reflects the
acquired assets and assumed debt of the two companies, as well as their
operations, deficits and cash flows for the period from June 30 to December 31,
2001.

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

      During fiscal 2001, the Company entered into an option agreement to sell
its Mexican subsidiary, Oro de Sotula, S.A. de C.V., which was exercised
effective January 31, 2002.The Company may receive up to US$2 million depending
on future events plus a 1% net smelter return royalty as outlined in Note 20 of
the financial statements.

      Following  the suspension of operations in November 2000 and a review of
the Joe Mann Mine that commenced in December 2000 and included an analysis of
its mineral resources and reserves, the decision was taken to proceed with a
four-month development program and a seventeen-month exploration program.
Progress on these programs, which began in November 2001, will enable the
Company to gradually resume mining operations following the mine plan
established in the summer of 2001. A total investment of $10 million is required
to carry out these programs. A subsidy of $1 million was received from the
Ministere de l'Energie et des Ressources of the


                                       43
<PAGE>


Province of Quebec covering the period up to March 31, 2002, representing 50% of
the exploration program. A request for an additional subsidy of the same amount
has been submitted to cover expenditures during the period from April 1, 2002 to
March 31, 2003. Approval of this additional subsidy is pending. A $4 million
operating line is available from Investissement Quebec that will be used to fund
these programs. The Company has also committed to invest $4 million from its
working capital and other cash receipts during the fourth quarter of 2001.

Results of Operations

      Campbell recorded a loss of $4.4 million, or $0.18 per share, for the
fiscal year ended December 31, 2001, compared with a loss of $41.9 million, or
$2.66 per share in 2000 and a loss of $11.8 million, or $0.75 per share in 1999.
The losses for the preceding periods were restated to reflect changes in the
accounting policy regarding the depreciation and depletion of mining interests.
The losses were reduced by $21.7 million and $2.4 million respectively for the
years ended December 31, 2000 and 1999. The loss for the recent fiscal year
includes $2.2 million for site maintenance compared to $0.4 million in 2000 and
$1.6 million in 1999 and $2.1 million for administration compared to $2.6
million for 2000 and $2.9 million for 1999. Since fiscal 2001 was a year of
restructuring with no mining operations, there was no revenue from metal sales.

Liquidity and Capital Resources

      During fiscal 2001, the Company raised $0.5 million through the completion
of a private placement of 1.2 million shares and a warrant for the purchase of
an additional 1.2 million shares at $0.49 per share. This warrant was exercised
during the first quarter of 2002.

      The Company also sold a royalty on future production at the Joe Mann Mine
and Corner Bay Project in return for gross cash proceeds of $1.0 million and
promissory notes of $1.0 million maturing on February 2, 2002, $0.6 million
maturing on February 2, 2003, and $11.7 million maturing on December 31, 2011.
These notes carry an annual interest rate of 6.25%. The royalty is payable as
follows: $8 per ton of ore in 2002 and 2003, $14 in 2004, and $35 from January
1, 2005 onwards, until such time that the net royalties payable, with interest
compounding at 10% per year, exceed the value of all the notes paid between the
initial and final expiry dates compounded at 10% annually. When this value is
exceeded, an amount of $1.50 will be paid per ton of ore. The Company has the
right to repurchase the royalty units at fair market value, at any time after
July 1, 2007.

      The 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.

      Operating activities used $0.8 million in cash and cash equivalents in
2001 compared with $13.8 million in 2000 and $10.2 million in 1999. The net
change in non-cash operating working capital acquired on the acquisition of MSV
Resources Inc. and GeoNova Explorations Inc. was $2.0 million at June 30, 2001.

      At December 31, 2001, total assets amounted to $110.3 million compared
with $78.0 million at December 31, 2000. The increase is attributed to the
assets acquired from GeoNova Explorations Inc.


                                       44
<PAGE>


and MSV Resources Inc. (including the 26% investment in Copper Rand Corporation
Inc., the owner of the Copper Rand and Cedar Bay Mines ($6.5 million), and $8.0
million in capital assets and mining properties), the proceeds of $14.3 million
from the royalty sale and $1.8 million in exploration and development work
carried out at Joe Mann Mine.

      On March 28, 2002, the Company announced that it had retained two Canadian
investment dealers to raise up to a maximum of $5,500,000 on a best efforts
basis by way of private placement. The private placement will consist of up to
9,230,770 units at $0.60 per unit. It is expected to close on May 15, 2002
following approval by shareholders expected to be given at the Annual and
Special Meeting to be held on May 14, 2002. Each unit will consist of one common
share and a 1/2 share purchase warrant. Each whole share purchase warrant is
exercisable for one common share at $0.80 per share for one year from the date
of closing of the private placement.

Outlook

      All the labour agreements were renewed during the last quarter of 2001 for
a minimum period of three years. Production employees at the Joe Mann Mine
accepted reductions in salary linked to the variation in the price of gold. The
Company also negotiated cost reductions with service providers. The change in
mining method as well as synergies from the merger of the three companies should
result in a significant reduction in operating costs. The Company expects to
produce gold at a cash operating cost of US$200 per ounce in 2002. Production at
the Joe Mann Mine began at the end of the first quarter of 2002, with expected
yields of 56,600 ounces of gold and 1.2 million pounds of copper in 2002.

      At the Copper Rand Mine, the deepening of the existing shaft should be
completed during the second quarter of 2002 and the decline ramp of 3800 feet
completed in the first quarter of 2003. Mining is expected to resume in the
third quarter of 2003.

      With the financing for these two mines now in place and activities under
way, and with the additional financing discussed above, the Company expects to
next develop the Corner Bay Project. This property, which is located between the
Joe Mann and Copper Rand Mines, would optimize milling operations. Management
expects development of the Corner Bay Project, which requires an investment of
$5 million, to commence in the fall of 2002. With the objective of optimizing
the profitability of its operations in the Chibougamau mining camp, the Company
completed an airborne geophysical survey of its properties in the area during
the first quarter of 2002 using a new deeper penetrating technology (MEGATEM).
Survey results should be available during the second quarter. In addition,
Campbell has put a multi-disciplinary team in place to identify and evaluate new
projects that meet the selection criteria of the Company's new strategy.

      The primary objective of the Company is to strengthen its competitive
position in the market, while taking a prudent approach to its balance sheet and
ensuring long-term value for its shareholders.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS

      The following table sets forth, certain information concerning the
directors of the Corporation, each of whom has been nominated for re-election at
the Annual and Special Meeting of Shareholders scheduled to be held on May 14,
2002, including their beneficial ownership of Common Shares as of March 28,
2002. Directors are elected annually to serve until the next annual meeting or
until


                                       45
<PAGE>


their respective successors have been duly elected or appointed. Unless
otherwise indicated, each nominee holds sole voting and investment power over
his shares.


<TABLE>
<CAPTION>
                                                                                                            Number of
Name & Municipality           Principal Occupation                                    Director              Common       Percent
Of Residence                  And Business Experience                                 Since        Age      Shares       of Class
------------                  -----------------------                                 -----        ---      ------       --------
<S>                           <C>                                                     <C>          <C>      <C>          <C>
Louis Archambault+            President, Groupe Conseil Entraco Inc.,                 2001         51           Nil(1)      --
Montreal, Quebec              Montreal, Quebec, environmental
                              consulting firm.

Michel Blouin#                Partner, Lavery de Billy, Montreal,                     2000         60           Nil(2)      --
Montreal, Quebec              Quebec, law firm; Director of Corner
                              Bay Silver Inc., Melkior Resources Inc.,
                              Jilbey Enterprises Ltd. and Slam
                              Exploration Ltd., exploration companies.

Graham G. Clow+               Mining Engineer; Principal, Roscoe Postle               1996         52           250(3)       *
Toronto, Ontario              Associates Inc., Toronto, Ontario,
                              geological and mining consultants; prior
                              to May 2001, President & Chief Executive
                              Officer, Manhattan Minerals Corp.,
                              Vancouver, BC; prior to June 1998, Senior
                              Vice President, Operations, Breakwater
                              Resources Ltd., President, CanZinco Ltd.,
                              Toronto, Ontario; mining companies.

Andre Y. Fortier@             President and Chief Executive Officer of                2000         61       161,941(4)       *
Montreal, Quebec              Campbell; prior to June 2001, Chairman and
                              Chief Executive Officer of MSV Resources Inc.,
                              President and Chief Executive Officer of GeoNova
                              Explorations Inc.; Director of Mazarin Mining
                              Corporation, Montreal, Quebec, and
                              Southern Africa Corporation, Toronto, Ontario,
                              mining and exploration companies; Chairman of the
                              Board of Conseil du Patronat, Montreal,
                              Quebec; Quebec employers' association.

James C.                      Chairman of Campbell; Partner and Past                  1993         64         7,500(5)       *
McCartney Q.C. @++            Chairman, McCarthy Tetrault LLP, Toronto,
Toronto, Ontario              Ontario; law firm.
</TABLE>


                                       46
<PAGE>
<TABLE>
<CAPTION>
                                                                                                            Number of
Name & Municipality           Principal Occupation                                    Director              Common       Percent
Of Residence                  And Business Experience                                 Since        Age      Shares       of Class
------------                  -----------------------                                 -----        ---      ------       --------
<S>                           <C>                                                     <C>          <C>      <C>          <C>
Donald R. Murphy#++           Consultant; President of McKenzie Bay                   1987         58         2,000(6)       *
Rouyn/Noranda, Quebec         Resources Ltd.; Vice President of McKenzie
                              Bay International Ltd., Chairman of
                              Expert-Conseil Dermond Inc. and Ptarmigan
                              Off-Grid System Inc., prior to May, 1999,
                              President, Societe de developpement de la
                              Baie James, Matagami, Quebec,
                              government-owned corporation; Director of
                              Arca Explorations Inc. and Maude Lake
                              Exploration Limited, Montreal,
                              Quebec; exploration company.

Gaetan Piche+                 Representative, United Steelworkers of                  2001         46           Nil(1)      --
Chicoutimi, Quebec            America.

G. E. "Kurt" Pralle#++        Mining and Metallurgical Consultant.                    1993         67        10,000(7)       *
Ramsey, New Jersey

James D. Raymond@             Private Investor; Chairman and Director of              1979         76         1,000(8)       *
Montreal, Quebec              Canadian 88 Energy Corporation, Calgary,
                              Alberta, oil and gas company.
</TABLE>

Notes:

(1)   Excludes 47,500 Common Shares subject to option

(2)   Excludes 55,000 Common Shares subject to option.

(3)   Excludes 75,000 Common Shares subject to option.

(4)   Excludes 300,000 Common Shares subject to option.

(5)   Excludes 140,000 Common Shares subject to option.

(6)   Includes 2,000 Common Shares held by Mr. Murphy's wife. Excludes 112,250
      Common Shares subject to option.

(7)   Excludes 85,000 Common Shares subject to option.

(8)   Excludes 95,000 Common Shares subject to option.

*     Less than 1% of the outstanding Common Shares.

@     Member of Executive Committee

#     Member of Audit Committee (See "Board Practices" on pages 58 and 59 for
      Audit Committee terms of reference.

++    Member of Compensation Committee

+     Member of Environmental Committee


                                       47
<PAGE>
SENIOR MANAGEMENT

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

<TABLE>
<CAPTION>
                                                                              Year
                                                                          appointed to    Other Positions and
Name                               Office                                    Office       Business Experience          Age
----                               ------                                    ------       -------------------          ---
<S>                                <C>                                    <C>             <C>                         <C>
Andre Y. Fortier                   President and Chief Executive              2000        Business Executive           61
                                   Officer of the Corporation

Claude Begin                       Executive Vice President & Chief           2001        Mining Engineer              55
                                   Operating Officer

Alain Blais                        Vice President, Development &              2001        Geologist                    46
                                   Geology

Lucie Brun                         Executive Vice President & Chief           2001        Chartered Accountant         44
                                   Administrative Officer

Lorna D. MacGillivray              Vice President, Secretary & General        1988        Lawyer                       50
                                   Counsel
</TABLE>

      As of March 28, 2002, the directors and officers of the Corporation as a
group beneficially owned 228,786 Common Shares representing approximately 0.7%
of the outstanding Common Shares excluding 1,382,250 Common Shares subject to
option. The information as to Common Shares beneficially owned or over which
control or direction is exercised, not being within the knowledge of the
Corporation, has been furnished by the respective directors and officers
individually.

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

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

COMPENSATION

      The following table sets forth information concerning the compensation
paid to the Corporation's Chief Executive Officer and its most highly paid
executive officers as required to be disclosed in accordance with applicable
Canadian securities regulations (the "Named Executive Officers") during the
Corporation's three financial years ended December 31, 2001, December 31, 2000
and December 31, 1999:


                                       48
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                          Annual Compensation                          Long-Term Compensation
                                                                                 ----------------------------------
                                                                                         Awards            Payouts
------------------------------------------------------------------------------------------------------------------------------------
                             Year     Salary         Bonus          Other        Securities    Restricted     LTIP       All Other
Name and Principal                      ($)           ($)          Annual           Under      Shares or     Payouts   Compensation
    Position                                                    Compensation(3)   Options(#)   Restricted      ($)          ($)
                                                                     ($)                         Share
                                                                                                Units($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>            <C>         <C>              <C>           <C>           <C>       <C>
Andre Y. Fortier President   2001    172,961(1)         --           --           300,000                     --          65,000(4)
& Chief Executive Officer    2000     12,000(2)         --           --                --          --         --         133,504
                             1999         --            --           --                --          --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Claude Begin                 2001     88,846(5)(6)  15,573(4)        --           100,000          --         --          30,972(5)
Executive Vice President &   2000         --            --           --                --          --         --              --
Chief Operating Officer      1999         --            --           --                --          --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Alain Blais                  2001     88,654(6)     13,500(4)        --            87,500          --         --              --
Vice President,              2000         --            --           --                --          --         --              --
Development & Geology        1999         --            --           --                --          --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Lucie Brun                   2001    100,961(6)     13,500(4)        --           117,500          --         --              --
Executive Vice President &   2000         --            --           --                --          --         --              --
Chief Administrative         1999         --            --           --                --                     --              --
Officer
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray        2001    130,000(7)         --           --            65,000          --         --              --
Vice President,              2000    130,000            --           --                --          --         --              --
Secretary & General Counsel  1999    130,000            --           --            10,000(8)       --         --              --
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

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

(2)   Represents one-month's fee.

(3)   Perquisites and other personal benefits for the named executive officers
      did not exceed the lesser of $50,000 and 10% of total annual salary and
      bonus.

(4)   Amounts paid by MSV.

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

(6)   Includes amounts paid by MSV.

(7)   Since March 1, 2001, the Corporation received $4,500 per month from Zemex
      Corporation in payment for one third of Ms. MacGillivray's time spent on
      corporate secretarial and legal matters for Zemex, less charges for office
      space provided to the Corporation.

(8)   Adjusted to reflect May 2000 stock consolidation.


                                       49
<PAGE>
Option/SAR Grants in Last Financial Year

      The following table sets forth information concerning the grants of
options and SARs during the financial year ended December 31, 2001:

<TABLE>
<CAPTION>
                                                         % of Total                          Market Value of
                                                        Options/SARs       Exercise or    Securities Underlying
             Name               Securities Under    Granted to Employees    Base Price    Options/SARs on Date of
                                   Options ($)             in FY           ($/Security)             Grant           Expiration Date
                                                                               (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                    <C>            <C>                        <C>
Andre Y. Fortier                  132,500(1)&(3)             30.2%             $0.51                $0.51               15/08/2006
President & CEO                   100,000(2)&(3)                               $0.62                $0.62               30/01/2006
------------------------------------------------------------------------------------------------------------------------------------
Claude Begin                      100,000(2)                  13%              $0.51                $0.51               15/08/2006
Executive Vice President &
Chief Operating Officer
------------------------------------------------------------------------------------------------------------------------------------
Alain Blais                       37,500(1)                  11.4%             $0.51                $0.51               15/08/2006
Vice President, Development &     50,000(2)                                    $0.62                $0.62               30/01/2006
Geology
------------------------------------------------------------------------------------------------------------------------------------
Lucie Brun                        67,500(1)                  15.3%             $0.51                $0.51               15/08/2006
Executive Vice President &        50,000(2)                                    $0.62                $0.62               30/01/2006
Chief Administrative Officer
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray             15,000(1)                  8.5%              $0.51                $0.51               15/08/2006
Vice President, Secretary and     50,000(2)                                    $0.62                $0.62               30/01/2006
General Counsel
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

1)    These options were granted on August 8, 2001, for a term of 5 years. No
      SAR's were granted

2)    These options were granted on January 31, 2001, for a term of 5 years. No
      SAR's were granted.

3)    Excludes options to acquire 67,500 Common Shares granted during 2001 under
      the Directors' Stock Option Plan which are also for a 5 year term and are
      fully exercisable as to 20,000 at $0.62 per Common Shares and as to 47,500
      at $0.51 per Common Share.

Aggregated Option/SAR Exercises During the Most Recently Completed Financial
Year and Financial Yearend Option/SAR Values

The following table sets forth information concerning the exercise of options
during the financial year ended December 31, 2001 and the value at December 31,
2001 of unexercised in-the-money options held by each of the Named Executive
Officers:

<TABLE>
<CAPTION>
                                           Securities      Aggregate                                      Value of Unexercised
                                          Acquired on        Value         Unexercised Options at     in-the-Money Options/SARs at
                  Name                    Exercise (#)     Realized              FY-End (#)                    FY-End ($)
                                                              ($)         Exercisable/Unexercisable      Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>             <C>                          <C>
Andre Y. Fortier                               Nil            Nil              232,500/Nil(1)                    Nil/Nil
President & Chief Executive Officer
------------------------------------------------------------------------------------------------------------------------------------
Claude Begin                                   Nil            Nil               100,000/Nil                      Nil/Nil
Executive Vice President & Chief
Operating Officer
------------------------------------------------------------------------------------------------------------------------------------
Alain Blais                                    Nil            Nil                87,500/Nil                      Nil/Nil
Vice President, Development & Geology
------------------------------------------------------------------------------------------------------------------------------------
Lucie Brun                                     Nil            Nil               117,500/Nil                      Nil/Nil
Executive Vice President, & Chief
Administrative Officer
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray                          Nil            Nil               87,500/2,500                     Nil/Nil
Vice President,
Secretary & General Counsel
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

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


                                       50
<PAGE>
      Pension Plan

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

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

                                              Pension Plan Table

<TABLE>
<CAPTION>
                                                                Years of Service
                             --------------------------------------------------------------------------------------
Remuneration                    15                 20                 25                  30                  35
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                <C>                  <C>                 <C>
       125,000                37,500             50,000             62,500               75,000              87,500

       150,000                45,000             60,000             75,000               90,000             105,000

       175,000                52,500             70,000             87,500              105,000             122,500

       200,000                60,000             80,000            100,000              120,000             140,000

       225,000                67,500             90,000            112,500              135,000             157,500

       250,000                75,000            100,000            125,000              150,000             175,000

       300,000                90,000            120,000            150,000              180,000             210,000

       400,000               120,000            160,000            200,000              240,000             280,000
</TABLE>

      As of December 31, 2001, none of the Named Executive Officers had any
credited service under the Pension Plan except Ms. MacGillivray who had 8.4
years of credited service.

Indebtedness of Directors and Officers

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


                                       51
<PAGE>
Grant of Stock Options

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

<TABLE>
<CAPTION>
                                                                                            Market
                                                              Number of      Exercise       Value of
                                                               Common         Price         Common      Vesting Dates of
                                                               Shares          Per          Shares        Outstanding
                 Date of Grant          Expiry Date             Under         Common        on Date         Options
                 (mm/dd/yyyy)           (mm/dd/yyyy)           Option          Share        of Grant      (mm/dd/2001)
<S>              <C>                    <C>                   <C>            <C>           <C>          <C>
(a) Current and Past Named Executive Officers of Campbell, as a group

(5 persons)       August 15,2001          August 15, 2006      352,500          $0.51         $0.51      August 15, 2001

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

(1 person)       August 11, 1999          August 10, 2004       10,000          $4.30         $4.30            (1)

(1 person)       August 18, 1998          August 18, 2003       15,000          $4.40         $4.40            (1)

(b) Current and Past Directors of Campbell who are not listed under (a), as a group

(8 persons)       August 15,2001          August 15, 2006      522,250          $0.51         $0.51      August 15, 2001

(8 persons)      January 31,2001         January 31, 2006      180,000          $0.62         $0.62     January 31, 2001

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

(4 persons)      August 11, 1999          August 10, 2004       40,000          $4.30         $4.30            (2)

(6 persons)      August 18, 1998          August 18, 2003      130,000          $4.40         $4.40            (2)

(c) All other current and past employees of Campbell who are not listed under (a) or (b), as a group

(9 persons)       August 15,2001          August 15, 2006      136,250          $0.51         $0.51      August 15, 2001

(1 persons)      January 31,2001         January 31, 2006       50,000          $0.62         $0.62            (1)

(1 person)       August 11, 1999          August 10, 2004        2,500          $4.30         $4.30            (1)

(2 persons)      August 12, 1997          August 12, 2002       15,000          $7.10         $7.10            (1)

(d) All other current and past employees of Campbell's subsidiaries who are not listed under (a), (b) or (c), as a group

Nil

(e) Any other person or company (includes underwriters)

(1 company)     December 5, 2001         December 31 2003      100,000          $0.52         $0.48     December 5, 2001
</TABLE>

Notes:

(1)   Options granted prior to 2001 under the Employee Incentive plan vested as
      to 25% immediately with a cumulative 25% vesting on each of the first
      three anniversaries of the date of grant.

(2)   All options under the Directors' Stock Option vest immediately.

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


                                       52
<PAGE>
Employee Incentive Plan

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

Share Option Plan

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

      Free-standing "SARs" are not provided for under the Share Option Plan. The
options may, at the discretion of the Board of Directors or the Compensation
Committee, be accompanied by SARs which entitle the holder to elect to terminate
his or her options, in whole or in part and, in lieu of receiving the Common
Shares ("Option Shares") to which the terminated options relate, elect to
receive that number of Common Shares, disregarding fractions, which have a total
value equal to the product of the number of Option Shares times the difference
between the fair value (at the date of such election) and the option price per
share of the Option Shares, less any amount withheld on account of income taxes,
which income taxes will be remitted on the employee's behalf by the Corporation.
Only options granted prior to 2001, entitling three holders to acquire an
aggregate of 50,000 Common Shares are accompanied by SARs.

      During 2001, 572,500 options were granted under the Share Option Plan to
Named Executive Officers. These options are exercisable at $0.62 per share as to
352,500 options and at $0.51 as to 220,000 options and are fully exercisable.
Options to purchase 30,000 Common Shares were granted to an officer who is not a
Named Executive Officer exercisable at $0.62 per share as to 20,000 options and
at $0.51 as to 10,000 options. The options were granted for a term of five years
and are not accompanied by SARs. In addition, 136,250 options were granted under
the Share Option Plan to nine senior employees who are not Named Executive
Officers. These options are exercisable at $0.51 and are fully exercisable.

      As at December 31, 2001, a total of 818,750 Common Shares were issuable
upon exercise of options under the Share Option Plan including 627,500 Common
Shares issuable upon exercise of options held by five Named Executive Officers.
Such options are exercisable at exercise prices ranging from $0.51 to $4.40 per
share and expire between August 18, 2003 and August 15, 2006.

Share Purchase Plan

      The Share Purchase Plan is designed to encourage employees of the
Corporation to purchase Common Shares on a regular basis. Due to the economic
climate the Share Purchase Plan was temporarily suspended in 2001. With the
re-commencement of operations, the Share Purchase Plan will be offered to
employees beginning in the second quarter of 2002. Employees of the Corporation
who have been continuously employed by the Corporation for at least one year, or
less at the discretion of the


                                       53
<PAGE>
Compensation Committee or the Board of Directors, are eligible each January 1 to
participate in the Share Purchase Plan. Each eligible employee may contribute up
to 5% of his or her basic salary to the Share Purchase Plan through monthly
deductions. On a quarterly basis, the Corporation will contribute an amount
equal to 50% of the employee's contributions to such date and each participating
employee will then be issued Common Shares having a value equal to the aggregate
amounts contributed by such employee and the Corporation.

Share Bonus Plan

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

Share Loan Plan

      The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the success
of the Corporation by assisting such persons to acquire shares of Campbell. The
Compensation Committee may in its discretion make loans to full time officers of
the Corporation. Such loans shall be subject to such terms and conditions
including rates of interest, if any, as the Compensation Committee may consider
appropriate. During 2001, no loans were granted and no loans are outstanding
under the Share Loan Plan.

Directors' Stock Option Plan

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

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

      At December 31, 2001, options to acquire an aggregate of 679,750 Common
Shares were outstanding under the Directors' Plan. No options were exercised
under the Directors' Plan, during 2001.

      On January 31, 2001, an aggregate of 180,000 options were granted under
the Directors' Plan. The options in part replaced 60,000 options that expired in
accordance with their terms on December 8, 2000.


                                       54
<PAGE>
Each of the nine directors of the Corporation were granted options entitling the
holder to acquire 20,000 Common Shares, exercisable at Cdn$0.62 per share, the
Market Price. The options are fully exercisable and have a five-year term
expiring on January 30, 2006.

      On August 15, 2001, an aggregate of 372,250 options were granted under the
Directors' Plan. The options in part replaced 65,000 options that expired in
accordance with their terms on August 15, 2001 and are exercisable at Cdn$0.51
per share, the Market Price. The options are fully exercisable and have a
five-year term expiring on August 15, 2006.

Remuneration of Directors

      All directors of the Corporation receive an annual director's fee of
$4,000 and an attendance fee of $600 per meeting attended in person and $300 per
meeting attended by telephone and out-of-pocket expenses relating to attendance
at a board or committee meeting. The Corporation paid aggregate remuneration of
$71,410 to 8 incumbent directors in their capacities as such during the fiscal
period ended December 31, 2001. Mr. Fortier does not receive director's fees.
There are no directors' service contracts providing for benefits upon
termination.

      In 2001, the Corporation continued to engage the law firm McCarthy
Tetrault LLP of which James C. McCartney, Q.C., a director and chairman of the
Corporation, is a senior partner to provide legal advice to the Corporation. An
aggregate of $251,603 was paid to McCarthy Tetrault LLP for legal services in
2001. The Corporation also engaged the law firm Lavery deBilly of which Michel
Blouin, a director of the Corporation, is a senior partner, to provide legal
advice to the Corporation. An aggregate of $94,136 was paid to Lavery deBilly
for legal services in 2001.

Directors' and Officers' Liability Insurance

      In 2001, the Corporation purchased directors' and officers' liability
insurance with a liability limit of $20,000,000 for which the Corporation paid
an annual premium of $143,335. The policy provides for a deductible, payable by
the Corporation of $100,000 other than for claims brought in the United States
in which case the deductible is $250,000.

Employment Agreements

      On December 1, 1994, the Corporation entered into an employment agreement
with Ms. MacGillivray as Vice President, Secretary and General Counsel. The
agreement stipulates among other things, a base salary of $130,000 per annum
effective January 1, 1997 and provides that in the event that Ms. MacGillivray's
employment is terminated, she will be entitled to be paid up to twenty-four
months' salary and benefits. In the event of a change of control, as defined,
Ms. MacGillivray will be entitled to resign within six months thereof and be
paid twenty-four months' salary and benefits. The agreement also provides that
in the event of resignation or termination, options held by Ms. MacGillivray
will immediately become fully exercisable. Such options will expire ninety days
after resignation or termination.

      The Corporation is reviewing the compensation arrangements for its senior
officers including the entering into employment agreements.


                                       55
<PAGE>
Composition of the Compensation Committee

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

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
summarised 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 recognising
            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


                                       56
<PAGE>
            long-term performance awards. Options will generally become
            exercisable gradually over their term and will generally be for a
            five-year term.

Report on Executive Compensation

      On January 31, 2001 in context of the change in Campbell strategy and the
impact of sustained low gold prices and disappointing operating results, the
Compensation Committee reviewed executive and directors' compensation. The
Committee reviewed and confirmed the monthly fee payable to the President and
Chief Executive Officer of $12,000.

      The Committee also approved continuation of the current salary of the Vice
President, Secretary and General Counsel on the basis that one third of her time
was spent on corporate secretarial and legal matters of Zemex Corporation in
consideration for which Zemex paid the Corporation $4,500 per month less rent
for office space provided by Zemex to the Corporation. The Committee also
reviewed the monthly fees paid to other senior officers.

      The Committee also considered and determined to replace options held by
directors that had expired in December 2000 in accordance with their terms, and
issue new options to acquire 10,000 Common Shares at $0.62 per share, under the
Directors' Stock Option Plan, to compensate directors for the reduction in
Directors' fees.

      Given the continuing historical low gold prices, it was again determined
that no annual incentive awards be given. Cash compensation of executive
officers was reduced and is in the lower half of the peer group levels.

      With the completion of the merger with MSV and GeoNova on June 30, 2001,
the Compensation Committee met on August 7, 2001 and approved a formal
compensation package for the Chief Executive Officer as an full time employee
effective July 1, 2001. The Committee compared the compensation package to peer
group companies. The Committee found that the Chief Executive's compensation was
lower than that peer group and reflected the Corporation's non-operating status.
The Committee agreed that compensation would be reviewed as the Corporation's
operating plans progress. The Committee also reviewed the compensation packages
for other senior executive officers and the incentive-based components of the
packages were discussed.

      The Compensation Committee also reviewed the existing and recently expired
options including options previously held in MSV and GeoNova that were
terminated on the merger of those two companies into the Corporation. The
recommendations of the Chief Executive Officer were reviewed. The Committee also
considered the level of directors' options in the context of the reduction in
directors' fees. The Committee approved the new options to be granted to
employees, officers and directors focussing on the long-term incentive for
senior employees that would be provided by these options granted at the current
market price.

                                                 COMPENSATION COMMITTEE
                                                 James C. McCartney, Q.C.
                                                 Donald R. Murphy
                                                 G.E. "Kurt" Pralle


                                       57
<PAGE>
BOARD PRACTICES

      In December 1995, The Toronto Stock Exchange (the "Exchange") Committee on
corporate governance in Canada released a report (the "Report") containing
guidelines for effective corporate governance for corporations listed on the
Exchange. The Report has been adopted by the Exchange and corporations listed on
the Exchange are required to disclose their corporate governance practices and
to provide an explanation where those practices differ from the guideline.

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

      The Board is empowered by the Corporation's incorporating documents and
by-laws to manage, or supervise the management of the affairs and business of
the Corporation. The Board is not involved in the day-to-day activities of the
Corporation. The Board performs its functions through quarterly and special
meetings and has delegated certain of its responsibilities to those committees
described in this Proxy Circular under "Committees of the Board of Directors".

      The Report recommends that committees of the Board be comprised of persons
who are not officers or employees of the Corporation. The Audit and Compensation
Committees are comprised of non-management persons. However, 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. The non-executive Chairman is also on the
Executive 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 $3,000,000. In practice, the Executive Committee does not give final
approval to transactions but rather makes its recommendations to the full Board.

      The Board itself has assumed general responsibility for development and
monitoring of corporate governance issues.

      The Board is actively involved in establishing corporate strategies and
monitoring achievement thereof including optimisation of the Corporation's
current operations and achieving growth through acquisitions. 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 Board has identified the principal risks associated with the
Corporation's business. These risks and the steps taken to minimise such risks
are reviewed on an ongoing basis at the regularly scheduled quarterly meetings
of the Board.

      In 1990, the Board adopted an Environmental Policy, as recommended by the
Mining Association of Canada. In June, 2001 an Environmental Committee comprised
of Messrs. Archambault, Clow and Piche


                                       58
<PAGE>
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.

      The Board has delegated responsibility for communication with the public
and the Corporation's shareholders to its President and Chief Executive Officer
and its Vice President, Secretary and General Counsel. Procedures are in place
to ensure timely dissemination of information about the Corporation. Any
significant shareholder concerns which may be communicated to the above persons
are communicated to the Board at its regularly scheduled quarterly meetings.

      The responsibility of monitoring the effectiveness of the Corporation's
internal financial information system has been delegated to the Executive Vice
President and Chief Administrative Officer who reports to the Board and Audit
Committee on a quarterly basis. The Audit Committee meets each quarter and
reviews and approves the financial statements and Management's Discussion and
Analysis contained in the Quarterly Reports to Shareholders prior to filing. In
addition, the Audit Committee meets with the auditors of Campbell to review the
audit plan and again to review the year-end financial statements. For a portion
of those meetings, the Audit Committee meets with the auditors in the absence of
management.

      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 regularly attend and make presentations at meetings of the Board.

      A number of initiatives regarding succession of management and training
have been taken in 2001 including the hiring of additional senior operating
personnel. The performance of the management team is 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 and succession of management. This Committee is comprised
solely of non-management members being the Chairman and two independent
directors. The philosophy of the Compensation Committee is stated in this Proxy
Circular under "Report on Executive Compensation". In addition, the Compensation
Committee periodically reviews the compensation paid to members of the Board and
makes recommendations to the Board on compensation of directors.

      The Corporation does not have a standing nominating committee for
directors nor does it have an ongoing process for training or evaluation of
performance of directors, as recommended by the Report. The Corporation is in a
growth stage and accordingly, a variety of technical, legal and financial
experience at the Board level is important. When 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.

EMPLOYEES

      At December 31, 2001, the Corporation had 170 employees compared to 301 at
December 31, 2000 (including 257 on temporary layoff) and 231 at December 31,
1999. At December 31, 2001 all employees were in Canada. At December 31, 2000
and 1999 respectively, approximately 18 and 100 employees were employed at the
Santa Gertrudis Mine in Mexico. At the Joe Mann Mine, under the 2001 Plan,
approximately 150 employees were gradually recalled beginning on October 22,
2001. Of this number 127 persons were employed as of December 31, 2001, compared
to 266 persons as of December 31, 2000 (including 257 persons on temporary
layoff). Of the 127 employees, 107 mine workers were covered by


                                       59
<PAGE>
a collective bargaining agreement with Le Syndicat des Travailleurs-euses de la
Mine Meston (CSN), 6 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). As at December 31,
2001, MSV had approximately 10 full time employees at the Copper Rand Mine
compared to 332 at the end of 1996. This situation is a result of the suspension
of operations, as previously described. The collective agreement has been
renewed for three years.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

      As of May 9, 2002, the Corporation had outstanding 34,224,504 Common
Shares entitled to be voted at the Meeting. Each Common Share is entitled to one
vote.

      To the knowledge of the Corporation, as of May 9, 2002, no person
beneficially owned or exercised control or direction over more than of the
Common Shares of the Corporation.

      There are no related party transactions.

ITEM 8. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Corporation's consolidated financial statements are set out under Item 17
starting on Page 71.

LEGAL PROCEEDINGS

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

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


                                       60
<PAGE>
      On January 31, 2002, Queenstake Resources Ltd. ("Queenstake") purchased
all of the shares of Sotula. Pursuant to the purchase and sale agreement,
Campbell received a US $1 million promissory note from Queenstake. This
promissory note maturing on the third anniversary of the date of issuance. Such
note is subject to adjustment by the following amounts:

      To the extent that the actual liability, incurred by Queenstake with
respect to outstanding litigation commenced in 1996, between Sotula and the
Mexican tax authorities ("The tax case") and reclamation costs of properties
owned by Sotula ("the reclamation"), does not exceed US$2,000,000, there shall
be no reduction.

      To the extent that the actual combined liability incurred by Queenstake
with respect to the tax case and the reclamation exceeds US$2,000,000 but does
not exceed US$2,400,000, the amount of the promissory note issued shall be
reduced by 100% of the amount of the liability in excess of US$2,000,000. To the
extent that the actual combined liability incurred by Queenstake with respect to
the tax case and the reclamation exceeds US$2,400,000 but does not exceed
US$2,750,000, the amount of the promissory note issued shall be reduced by 100%
of the first US$400,000 in excess of US$2,000,000 and 80% of any excess over
US$2,400,000. To the extent that the actual combined liability incurred by
Queenstake with respect to the tax case and the reclamation exceeds
US$2,750,000, the amount of the promissory note issued shall be reduced by 100%
of the first US$400,000 in excess of US$2,000,000 and 80% of the excess over
US$2,400,000 up to US$2,750,000 and by 70% of the excess of US$2,750,000 up to a
maximum of US$3,207,000.

SIGNIFICANT CHANGES

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

ITEM 9. THE OFFER AND LISTING

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

TORONTO STOCK EXCHANGE (1)

<TABLE>
<CAPTION>
      PERIOD                                      HIGH                 LOW                       VOLUME
      ------                                      ----                 ---                       ------
      <S>                                         <C>                  <C>                       <C>
      April 2002                                  0.77                 0.55                      746,080
      March 2002                                  0.75                 0.56                      651,740
      February 2002                               0.74                 0.54                      546,861
      January 2002                                0.54                 0.32                      444,242
      December 2001                               0.50                 0.26                      1,486,605
      November 2001                               0.53                 0.30                      373,431
</TABLE>


                                       61
<PAGE>
<TABLE>
<CAPTION>
      PERIOD                                      HIGH                 LOW                       VOLUME
      ------                                      ----                 ---                       ------
      <S>                                         <C>                  <C>                       <C>
      2001 Full Year                              1.05                 0.26                      3,672,790
      2000 Full Year                              4.50                 0.35                      1,121,093
      1999 Full Year                              5.30                 2.20                      1,071,460
      1998 Full Year                              8.00                 3.40                      7,768,311
      1997 Full Year                              13.00                5.10                      1,184,499
</TABLE>

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

OTC-BB/NEW YORK STOCK EXCHANGE (1) (2)

<TABLE>
<CAPTION>
      PERIOD                                      HIGH                 LOW                       VOLUME
      ------                                      ----                 ---                       ------
      <S>                                         <C>                  <C>                       <C>
      April 2002                                  0.50                 0.36                      404,233
      March 2002                                  0.47                 0.36                      390,608
      February 2002                               0.48                 0.29                      357,136
      January 2002                                0.35                 0.18                      367,289
      December 2001                               0.33                 0.125                     2,451,691
      November 2001                               0.35                 0.19                      1,414,400

      2001 Full Year                              0.69                 0.13                      6,322,000
      2000 Full Year                              3.13                 0.19                      7,779,420
      1999 Full Year                              3.80                 1.60                      1,627,616
      1998 Full Year                              6.30                 2.20                      8,075,771
      1997 Full Year                              10.00                3.40                      8,599,543
</TABLE>

(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 Canada Business
Corporations Act (the "CBCA") and on June 8, 1983, in connection with an
amalgamation of three other companies, the name of Campbell was changed from GM
Resources Limited to Campbell Resources Inc. On August 9, 1999, Campbell filed
Restated Articles of Incorporation. These restated Articles were filed as
Exhibit 4(a) to the Corporation's Annual Report on Form 10K dated April 12,
2001.

      Pursuant to the CBCA, the Corporation's Articles as amended include its
corporate name, the place in Canada where its registered office is located, its
minimum and maximum number of directors and the authorized share capital of the
Corporation consisting of an unlimited number of Common Shares and an unlimited
number of preference shares. There are only Common Shares outstanding. There are
no restrictions on the business that the Corporation may carry on. The
Corporation's general


                                       62
<PAGE>
by law, By-Law No. 1, as amended and as in effect on the date hereof, was filed
as Exhibit 3.12 to the Corporation's Registration Statement on Form S-8
(Registration No. 333-93063).

      By Articles of Amendment dated May 19, 2000 and filed as Exhibit 3.1 to
the Corporation's registration statement on Form S-8 (Registration no.
333-93063), the Common Shares of the Corporation were consolidated (reverse
split) on the basis of one post consolidation Common Share for every ten
pre-consolidation Common Shares. By Articles of Arrangement effective June 30,
2001, the Corporation completed its merger with GeoNova. (See Exhibit 3.3.)

MATERIAL CONTRACTS

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

Merger Agreement dated May 7, 2001 between the Corporation, MSV Resources Inc.
and GeoNova Explorations Inc. pursuant to which MSV and GeoNova became wholly
owned subsidiaries of the Corporation.

EXCHANGE CONTROLS

      Other than as provided in the Investment Canada Act (Canada) (the
"Investment Act"), there are currently no limitations imposed by Canadian laws,
decrees or regulations that restrict the import or export of capital, including
foreign exchange controls, or that affect the remittance of dividends to
non-resident holders of the Company's securities. However, any such remittances
of dividends paid to United States residents are subject to withholding tax at a
rate equal to a maximum of 15% of the amount paid (see Item 10 - "Taxation" on
page 64).

      The following discussion summarises the material features of the
Investment Act, in its present form, for a non-resident of Canada who proposes
to acquire Common Shares of the Company. The Investment Act regulates the
acquisition of control of a Canadian business by a "non-Canadian" as defined
under the Investment Act. With respect to the Company, an acquisition of control
is considered to be the acquisition of the majority of its Common Shares.
However, if a non-Canadian acquires more than one-third of the voting shares of
the Company, but less than a majority, there is a presumed acquisition of
control unless it can be established that the Company is not controlled in fact
by the acquirer. All acquisitions of control of a Canadian business are
notifiable (which requires that a notification form be submitted to Investment
Canada within thirty days after the implementation of the investment) unless the
investment is reviewable. If the investment is reviewable, the investment may
not be implemented until the Minister responsible for the Investment Act is, or
has been deemed to be, satisfied that the investment is likely to be of net
benefit to Canada.

      Where either the acquirer is, or the Company is presently controlled by, a
WTO investor (as that term is defined in the Investment Act), a direct
acquisition of control of the Company will only be reviewable if the value of
the Company's assets, as shown on its audited financial statements for the most
recently completed fiscal year, is equal to or greater than (Cdn) $218 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 (Cdn) $5 million. The (Cdn) $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


                                       63
<PAGE>
business, or is engaged in the production of uranium and owns an interest in or
producing uranium property in Canada.

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

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

      (a) by the acquisition of voting shares or the voting interests by any
      person in the ordinary course of that person's business as a trader or
      dealer in securities;

      (b) in connection with the realization of security granted for a loan or
      other financial assistance and not for any purpose related to the
      Investment Act;

      (c) for facilitating its financing and not for any purpose related to the
      Investment Act on the condition that the acquirer divest control within
      two years after control was acquired; and

      (d) by reason of an amalgamation, merger, consolidation or corporate
      reorganization following which the ultimate or indirect control in fact of
      the Company through the ownership of voting interests remains unchanged.

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

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

TAXATION

Certain Canadian Federal Income Tax Consequences

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


                                       64
<PAGE>
31, 2001. It has been assumed that there will be no other relevant amendment of
any governing law although no assurance can be given in this respect. This
discussion is general only and is not a substitute for independent advice from a
shareholder's own Canadian and U.S. tax advisors.

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

Dividends on Common Shares

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

Disposition of Common Shares

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

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

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


                                       65
<PAGE>
capital stock of the Company.

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

(a)   the value of the shares is derived principally from "real property" in
      Canada, including the right to explore for or exploit natural resources
      and rights to amounts computed by reference to production,

(b)   the shareholder was resident in Canada for 120 months during any period of
      20 consecutive years preceding the disposition, was resident in Canada at
      any time during the 10 years immediately preceding the disposition and the
      shares were owned by him when he ceased to be resident in Canada, or

(c)   the shares formed part of the business property of a "permanent
      establishment" or pertained to a fixed base used for the purpose of
      performing independent personal services that the shareholder has or had
      in Canada within the 12 months preceding the disposition.

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

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

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


                                       66
<PAGE>
consequences of purchasing, owning and disposing of shares of Common Shares of
the Company.

U.S. Holders

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

Distributions of Common Shares

      For United States Federal income tax purposes, the gross amount of all
distributions paid (without reduction for Canadian income tax withheld) with
respect to Common Shares out of current or accumulated earnings and profits as
determined under United States Federal income tax principles to a U.S. Holder
will be treated as foreign source ordinary income to such holder. Such Canadian
tax withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's United States federal taxable income by
those who itemise deductions. (See more detailed discussion at "Foreign Tax
Credit" below.) To the extent that distributions exceed current or accumulated
earnings and profits of the Company, they will be treated first as a return of
capital up to the U.S. Holder's adjusted basis in the Common Shares and
thereafter as gain from the sale or exchange of such shares. Preferential tax
rates for long-term capital gains may be available to non-corporate U.S.
Holders. Dividends paid on the Company's Common Shares will not generally be
eligible for the dividends received deduction provided to corporations receiving
dividends from certain United States corporations.

      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


                                       67
<PAGE>
Shares should consult their own tax advisors regarding their individual
circumstances.

Disposition of Common Shares

      A U.S. Holder will recognize United States source gain or loss upon the
sale of Common Shares equal to the difference, if any, between (i) the amount of
cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the Common Shares. This gain or loss will be capital
gain or loss if the shares are a capital asset in the hands of the U.S. Holder,
and such gain or loss will be long-term capital gain or loss if the U.S. Holder
has held the Common Shares for more than one year. Gains and losses are netted
and combined according to special rules in arriving at the overall capital gain
or loss for a particular tax year. The net long-term capital gain of
non-corporate U.S. Holders generally will be subject to tax at a maximum rate of
20 percent. Deductions for net capital losses are subject to significant
limitations.

Other Considerations

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

Passive Foreign Investment Company

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


                                       68
<PAGE>
on the disposition of such Common Shares would be treated as ordinary income
rather than as capital gain and the tax basis of the Common Shares held by a
U.S. Holder generally would not be stepped up to fair market value at death.
U.S. Holders and prospective holders of Common Shares should consult their own
tax advisors regarding the possible application of the PFIC rules to the
Company.

Backup Withholding

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

DOCUMENTS ON DISPLAY

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

SUBSIDIARY INFORMATION

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

GOLD RISK DISCLOSURES

      The results of the Company's operations are affected significantly by the
market price of gold. See disclosure in Notes 8(c), 18(e) and 20. 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


                                       69
<PAGE>
puts and calls. Campbell's general policy is to hedge a maximum of 50% of its
gold production for up to two years, dependent on market conditions and planned
capital expenditure commitments.

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

FOREIGN CURRENCY RISK DISCLOSURES

      The Company's reporting currency is Canadian dollars. The sales price of
gold (represents approximately 95% of total metal sales) and copper (represents
approximately 5% of total metal sales) is denominated in United States dollars.
The Corporation's Joe Mann Mine is in Canada and its future profitability is
impacted by fluctuations in the United States dollar relative to the Canadian
dollar. To reduce the impact of the fluctuations in the relative exchange rates
on the Corporation's operations the Corporation may enter into fixed forward
contracts to sell United States dollars and buy Canadian dollars. At December
31, 2001 the Company had no forward contracts to sell United States dollars.
(See "Currency Exchange" table on page 1.)

OTHER FINANCIAL INSTRUMENT RISK DISCLOSURES

      At December 31, 2001, the Company had US$2,576,000 of 7.5% convertible
debentures outstanding that mature in 2004. As the Company's financial
statements are recorded in Canadian dollars the amount of the liability recorded
for the convertible debentures on the balance sheet will fluctuate with changes
in the United States to Canadian dollar exchange rates.

COMPETITION

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

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

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


                                       70
<PAGE>
                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

DIVIDEND RECORD AND POLICY


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

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

ITEM 15. RESERVED

ITEM 16. RESERVED

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

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

      These financial statements were prepared in accordance with generally
accepted accounting principles in Canada and are expressed in Canadian dollars.
Such financial statements have been reconciled to US generally accepted
accounting principles in Note 18 on pages 96 to100. For a history of the
exchange rates which were in effect for Canadian dollars against U.S. dollars,
see "Currency and Metric Equivalents" page 1.


                                       71
<PAGE>
                          Consolidated financial statements of

                          CAMPBELL RESOURCES INC.

                          December 31, 2001, 2000 and 1999

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 accounting principles generally
accepted in Canada, 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 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 Fortier               By: /s/ Lucie Brun
        President and                       Executive Vice-President and Chief
        Executive Officer                   Chief Administrative Officer



                                       72
<PAGE>
Samson Belair/Deloitte & Touche, S.E.N.C.

Independent auditors' report

To the Board of Directors

We have audited the consolidated balance sheet of Campbell Resources Inc. as at
December 31, 2001 and the consolidated statements of operations, deficit and
cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with Canadian generally accepted auditing
standards and generally accepted auditing standards in the United States of
America. These standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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, 2001
and the results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.

The financial statements as at December 31, 2000 and for the years ended
December 31, 2000 and 1999, prior to adjustments for the changes in accounting
policy related to depreciation and depletion of mining interest and loss per
share and for change in accounting presentation with respect to the financing
arrangement as described in Note 2, were audited by other auditors who expressed
an opinion without reservation on those statements in their report dated April
3, 2001. We have audited the adjustments to the 2000 and 1999 financial
statements and in our opinion, such adjustments, in all material respects, are
appropriate and have been properly applied.

/s/ SAMSON BELAIR DELOITTE & TOUCHE
Chartered Accountants


Montreal, Quebec
March 14, 2002

COMMENTS BY AUDITORS ON CANADA-UNITED STATES OF AMERICA REPORTING DIFFERENCE

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there are changes in accounting principles that have a material effect on the
comparability of the Company's financial statements, such as the changes
described in Note 2 to the financial statements. Our report to the Board of
Directors, dated March 14, 2002, is expressed in accordance with Canadian
reporting standards which do not require a reference to such changes in
accounting principles in the auditors' report when the change is properly
accounted for and adequately disclosed in the financial statements.


                                       73
<PAGE>
CAMPBELL RESOURCES INC.
Consolidated statements of operations
years ended December 31
(expressed in thousands of Canadian dollars except per share amounts)
<TABLE>
<CAPTION>
                                                        2001            2000            1999
                                                     ----------      ----------      ----------
                                                          $              $               $
                                                                     (restated)      (restated)
<S>                                                  <C>             <C>             <C>
Metal sales                                                  --          15,682          22,465
                                                     ----------      ----------      ----------
Expenses
    Mining                                                   --          25,272          25,646
    General administration                                2,113           2,633           2,875
    Severance pay                                            --             761              --
    Indemnity in lieu of notice                             300              --              --
    Depreciation and amortization                            43           3,827           3,773
    Exploration                                              --           2,370           2,299
    Care and maintenance                                  2,177             383           1,394
                                                     ----------      ----------      ----------
                                                          4,633          35,246          35,987
                                                     ----------      ----------      ----------

Loss from operations before write-down
    of mining interests                                  (4,633)        (19,564)        (13,522)

Write-down of mining interests (Note 7)                      --         (24,793)             --
                                                     ----------      ----------      ----------
Loss from operations                                     (4,633)        (44,357)        (13,522)
                                                     ----------      ----------      ----------

Other income (expense)
    Gain on sale of subsidiary (Note 5 c))                   49              --              --
    Other income                                            617           1,900             843
    Interest expense on long-term debt (Note 11)           (461)           (318)           (351)
                                                     ----------      ----------      ----------
                                                            205           1,582             492
                                                     ----------      ----------      ----------

Loss before taxes                                        (4,428)        (42,775)        (13,030)

Income and mining tax recovery (Note 12)                     73             900           1,254
                                                     ----------      ----------      ----------
Net loss                                                 (4,355)        (41,875)        (11,776)
                                                     ==========      ==========      ==========

Weighted average number of common shares ('000)          23,720          15,733          15,695
                                                     ==========      ==========      ==========

Basic and fully diluted loss per share                    (0.18)          (2.66)          (0.75)
                                                     ==========      ==========      ==========
</TABLE>


                                       74
<PAGE>
CAMPBELL RESOURCES INC.
Consolidated statements of deficit
years ended December 31
(expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                        2001            2000            1999
                                                     ----------      ----------      ----------
                                                          $               $               $
<S>                                                  <C>             <C>             <C>
Balance at beginning of year
    As previously reported                              113,145          50,259          37,557

    Adjustments for change in accounting policy
        Income taxes (Note 2)                                --            (684)             --
        Depreciation and amortization (Note 2)               --          21,695          22,621
                                                     ----------      ----------      ----------
    As restated                                         113,145          71,270          60,178

Transfer from the stated capital account
    to eliminate deficit (Note 10)                     (113,645)             --              --

Net loss                                                  4,355          41,875          11,776
                                                     ----------      ----------      ----------
Balance at end of year                                    3,855         113,145          71,954
                                                     ==========      ==========      ==========
</TABLE>


                                       75
<PAGE>
CAMPBELL RESOURCES INC.
Consolidated balance sheets
as at December 31
(expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                       2001            2000
                                                    ----------      ----------
                                                        $               $
                                                                    (restated)
<S>                                                 <C>             <C>
Assets
Current assets
    Cash and cash equivalents                            2,761           4,548
    Short-term investments at market value                  22              11
    Receivables                                          2,435           1,684
    Restricted cash                                         --             840
    Notes receivable (Note 9)                            1,037              --
    Inventories                                          4,664           4,420
    Prepaids                                               517             539
                                                    ----------      ----------
                                                        11,436          12,042

Notes receivable (Notes 4 and 9)                        12,266              --
Investment (Note 5)                                      6,500              --
Restricted deposits and swap agreement (Note 6)         48,629          48,360
Future income tax assets (Note 12)                       3,375           1,742
Mining interests (Note 7)                               25,365          15,199
Accrued benefit asset (Note 15)                          1,707             504
Other assets                                             1,078             113
                                                    ----------      ----------
                                                       110,356          77,960
                                                    ==========      ==========

Liabilities
Current liabilities
    Accounts payable                                     2,482           2,195
    Accrued liabilities                                  3,436           1,590
    Future income tax liabilities (Note 12)                141             886
                                                    ----------      ----------
                                                         6,059           4,671

Reclamation and site restoration accruals                8,084           6,513
Long-term debt (Note 8)                                 55,974          52,224
Future income tax liabilities (Note 12)                  3,234             856
Deferred royalty (Note 9)                               14,340              --
Other liabilities                                          563             228
                                                    ----------      ----------
                                                        88,254          64,492
                                                    ----------      ----------
Shareholders' equity
    Capital stock (Note 10)                             24,620         125,355
    Foreign currency translation adjustment              1,337           1,258
    Deficit                                             (3,855)       (113,145)
                                                    ----------      ----------
                                                        22,102          13,468
                                                    ----------      ----------
                                                       110,356          77,960
                                                    ==========      ==========
</TABLE>

APPROVED BY THE BOARD

 /s/ Andre Y. Fortier                             /s/ G. E. "Kurt" Pralle
------------------------------                  --------------------------------
        Director                                           Director


                                       76
<PAGE>
CAMPBELL RESOURCES INC.
Consolidated statements of cash flows
years ended December 31
(expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                         2001            2000            1999
                                                      ----------      ----------      ----------
                                                          $               $               $
                                                                      (restated)      (restated)
<S>                                                   <C>             <C>             <C>
Operating activities
    Net loss                                              (4,355)        (41,875)        (11,776)
    Items not involving cash
        Depreciation and amortization                         43           3,827           3,773
        Write-down of mining interests (Note 7)               --          24,793              --
        Gain on sale of subsidiary (Note 5 c))               (49)             --              --
        Future mining tax recovery                            --          (1,032)         (1,900)
        Other                                                362          (1,730)            468
    Changes in non-cash working capital (Note 13)          3,212           2,217            (842)
                                                      ----------      ----------      ----------
    Cash flow related to operating activities               (787)        (13,800)        (10,277)
                                                      ----------      ----------      ----------

Financing activities
    Decrease in debentures and other debt                   (571)             --              --
    Issuance of capital stock                                445              77              65
    Other liabilities                                       (100)            (61)             --
    Other                                                    132              --              --
                                                      ----------      ----------      ----------
    Cash flow related to financing activities                (94)             16              65
                                                      ----------      ----------      ----------
Investing activities
    Restricted cash                                          840            (840)             --
    Proceeds on sale of Royalty (Note 9)                   1,037              --              --
    Increase in mining interests                          (1,789)         (7,196)         (5,088)
    Business acquisitions, net of cash (Note 3)             (100)             --              --
    Money market instruments                                  --           8,000          (7,800)
   (Increase) decrease in other assets                      (982)             --             157
                                                      ----------      ----------      ----------
    Cash flow related to investing activities               (994)            (36)        (12,731)
                                                      ----------      ----------      ----------
Effect of exchange rate change on cash and
    cash equivalents                                          88             149            (331)
                                                      ----------      ----------      ----------
Decrease in cash and cash equivalents                     (1,787)        (13,671)        (23,274)
Cash and cash equivalents, beginning of year               4,548          18,219          41,493
                                                      ----------      ----------      ----------
Cash and cash equivalents, end of year                     2,761           4,548          18,219
                                                      ==========      ==========      ==========

Supplementary information
    Income taxes (recovered) paid                            (32)            295             573
    Interest paid                                          2,867           2,995           2,777
    Deferred royalty (Note 9)                             14,340              --              --
    Shares issued for business acquisitions (Note 3)      11,996              --              --
    Shares issued for mining interest (Note 10 b))           432              --              --
</TABLE>


                                       77
<PAGE>
1.    DESCRIPTION OF BUSINESS

      Campbell Resources Inc. (the "Company" or "Campbell") was incorporated
      under the Laws of British Columbia and continued under the Canada Business
      Corporations Act. The Company directly, or through its subsidiaries, is
      engaged in the business of mining and the exploration and development of
      gold and natural resource of mining properties.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Preparation of consolidated financial statements

      The consolidated financial statements are prepared in accordance with
      Canadian generally accepted accounting principles ("GAAP"), which differ
      in certain material respects with United States GAAP. Significant
      differences relevant to the Company are presented in Note 18.

      Management has reconsidered the accounting presentation adopted in
      previous years with respect to the financing arrangement entered into in
      1991 (Note 8) and accordingly has decided to disclose separately the
      assets and liabilities which had been previously netted. This change has
      no impact on current and prior years net loss and opening deficit.

      Use of estimates

      The preparation of financial statements in conformity with Canadian
      generally accepted accounting principles 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 expense 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 realisable value of accounts
      receivable, inventory, the useful lives of capital assets, the
      recoverability of mining interests, the future costs associated with
      environmental and site restoration matters, and the fair value of
      financial assets and liabilities. These estimates and valuation
      assumptions are based on current information and management's planned
      course of action, as well as assumptions about future business and
      economic conditions. Should the underlying valuation assumptions and
      estimates change, the recorded amounts could change by a material amount.

      Uncertainties

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


                                       78
<PAGE>
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Cash and cash equivalents

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

      Inventories

      Mining and milling materials and supplies are valued at the lower of
      average cost and net replacement cost. Production costs include direct
      labour, benefits, supplies and equipment operating costs and maintenance.

      Investment

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

      Revenue recognition

      In 2001, the Company modified its revenue recognition policy. There is no
      material impact on the financial statements resulting from this change
      either in the current year or in the prior years presented. The Company
      recognizes revenues of metals when title to delivered gold, silver or
      copper and the risks and rewards of ownership are passed to the buyer.

      Mining interests

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

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

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

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


                                       79
<PAGE>
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Mining interests (continued)

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

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

<TABLE>
<CAPTION>
                                                                       2000             1999
                                                                  ------------------------------
                                                                         $                $
      <S>                                                          <C>              <C>
      Decrease in depreciation and amortization                       814,000          926,000
      Decrease in write-down of mining interests                   20,881,000               --
      Decrease in net loss                                         21,695,000          926,000
      Decrease in basic and fully diluted loss per share                 1.38             0.06
      Increase in deficit opening balance                          21,695,000       22,621,000
</TABLE>

      Stock-based compensation plans

      The Company has two stock-based compensation plans, which are described in
      Note 10. No compensation expense for these plans is recognized when stock
      options are issued to directors or employees unless stock appreciation
      rights ("SAR") accompany the options.

      Reclamation and site restoration accruals

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

      Income taxes

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


                                       80
<PAGE>
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income taxes (continued)

      Future tax assets and liabilities are measured using enacted or
      substantively enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on future tax assets and liabilities of a change in
      tax rates is recognized in income in the period that includes the
      enactment date.

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

      Earnings per share

      On January 1, 2001, the Company adopted the recommendations of the CICA
      Handbook Section 3500 "Earnings per share". The standard requires the use
      of treasury stock method in calculating diluted earnings per share,
      consistent with United States accounting principles.

      Financial instruments

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

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

      Currency translation

      The financial statements of the Mexican operations are translated into
      Canadian dollars at the year-end rate of exchange for the balance sheet
      and the average rate of exchange for the year for the statement of income.
      Exchange gains or losses are included as a separate component of
      shareholders' equity as foreign currency translation adjustment.

      The Panamanian operations are translated into Canadian dollars using the
      temporal method whereby monetary assets and liabilities are translated at
      the year-end rate of exchange and non-monetary assets and liabilities are
      translated at historical rates of exchange. Exchange gains or losses are
      included in the determination of earnings.


                                       81
<PAGE>
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Future accounting changes

      The CICA recently issued Handbook Sections 1581, Business Combinations,
      and 3062, Goodwill and Other Intangible Assets. The standards require
      that, effective July 1, 2001, all business combinations be accounted for
      using the purchase method. Additionally, effective January 1, 2002,
      goodwill and intangible assets with indefinite lives will no longer be
      amortized to earnings; instead, they will be tested for impairment on an
      annual basis in accordance with the new standards, including a
      transitional impairment test whereby any resulting impairment will be
      charged to opening retained earnings. Management has determined that the
      adoption of this new standard will have no material impact on its
      earnings.

      The CICA recently issued Handbook Section 3870, Stock-based Compensation
      and Other Stock-based Payments, which establishes standards for the
      recognition, measurement and disclosure of stock-based compensation and
      other stock-based payments made in exchange for goods and services. This
      section applies to transactions, including non-reciprocal transactions, in
      which an enterprise grants shares of common stock, stock options, or other
      equity instruments, or incurs liabilities based on the price of common
      stock or other equity instruments. Section 3870 sets out a fair value
      based method of accounting and is required for certain stock-based
      transactions, effective January 1, 2002, and applied to awards granted on
      or after that date. The Company's management is currently evaluating the
      impact of the adoption of the new recommendations, and therefore has not
      yet assessed the effect on its earnings.


                                       82
<PAGE>
3.    BUSINESS ACQUISITIONS

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

      <TABLE>
      <CAPTION>
                                                                     MSV             GNE           Total
                                                                 ----------      ----------      ----------
                                                                      $               $               $
      <S>                                                        <C>             <C>            <C>
            Assets acquired
               Cash and cash equivalents                                650               9             659
               Receivables                                            1,977              33           2,010
               Inventories                                              623              --             623
               Prepaids                                                 257               7             264
               Investments                                            6,544              21           6,565
               Mining interests                                       4,233           3,817           8,050
               Accrued benefit assets                                   978              --             978
               Other assets                                             102              --             102

            Liabilities assumed
               Accounts payable                                        (493)            (60)           (553)
               Accrued liabilities                                     (264)            (17)           (281)
               Convertible debentures and other debt                 (3,727)             --          (3,727)
               Reclamation and site restoration accruals             (1,500)             --          (1,500)
               Other liabilities                                         --            (435)           (435)
                                                                 ----------      ----------      ----------
            Net assets acquired at fair value                         9,380           3,375          12,755
                                                                 ==========      ==========      ==========

            Consideration
               Issuance of common shares (14,810,000 shares)          8,822           3,174          11,996
               Acquisition costs                                        558             201             759
                                                                 ----------      ----------      ----------
                                                                      9,380           3,375          12,755
                                                                 ==========      ==========      ==========
      </TABLE>


                                       83
<PAGE>
4.    NOTES RECEIVABLE

      <TABLE>
      <CAPTION>
                                                                     2001       2000
                                                                    ------     ------
                                                                      $          $
      <S>                                                           <C>        <C>
      Notes receivable, bearing interest at a rate of
         6.25% annually (Note 9)
             Maturing February 2, 2003                                 569         --
             Maturing December 31, 2011                             11,697         --
                                                                    ------     ------
                                                                    12,266         --
                                                                    ======     ======
      </TABLE>

      5.    INVESTMENT

      <TABLE>
      <CAPTION>

                                                                     2001       2000
                                                                    ------     ------
                                                                       $          $
      <S>                                                           <C>        <C>
      Investment in an entity subject to significant influence,
         Corporation Copper Rand Inc. ("CCR")
         (65,000 common shares - 26% of outstanding shares)          6,500         --
                                                                    ======     ======
      </TABLE>
a)    The Company holds an option with the other owners of CCR to purchase, at
      any time, up to 60,000 common shares of CCR at $100 per share plus 10% per
      year, in order to increase its interest in the project to 50%.

b)    Should the other shareholders of CCR decide to exercise their right of
      exchange between April 8, 2003 and March 8, 2004 or in the 90 days
      following the sale of more than half of the share capital of MSV or of a
      substantial portion of the assets of MSV (including a merger transaction),
      the Company will issue convertible debentures in exchange of up to 125,000
      common shares of CCR, increasing therefore the Company's share by another
      50%. These convertible debentures, if issued, will be exchangeable for
      Campbell common shares at the price of $1.025 per share.

c)    Effective December 31, 2001, the Company sold its subsidiary Minera Cerro
      Quema, S.A., ("Cerro Quema"), located in Panama, in consideration for the
      replacement by the buyer of the US$345,000 of bonding in respect of the
      three mining concessions held by Cerro Quema, the assumption of all
      environmental liabilities relating to the mining concession plus a 9% net
      profit interest royalty. A gain of $49,000 was recorded upon the sale of
      the interest in Cerro Quema.

6.    RESTRICTED DEPOSITS AND SWAP AGREEMENT

      As described in Note 8, in 1991, the Company entered into a Swap Agreement
      and made deposits with an international bank to secure all principal and
      interest payments associated with the Guaranteed Subordinate Debentures
      and Notes and Guaranteed Non-Cumulative Redeemable Retractable Preferred
      Shares. These deposits expire in 2007 and earn interest at Canadian
      Bankers' Acceptance rates. The deposits and the Swap Agreement were
      irrevocably assigned to secure all payments due to Investors.

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


                                       84
<PAGE>
7.    MINING INTERESTS

<TABLE>
<CAPTION>
                                                         2001
                                        ----------------------------------------
                                                      Accumulated
                                                      Depreciation
                                                          and          Net Book
                                           Cost       Amortization      Value
                                        ----------    ------------    ----------
                                             $              $              $
      <S>                               <C>           <C>             <C>
      Property, plant and equipment         61,593         44,675         16,918
      Mining properties                    117,107        108,660          8,447
                                        ----------    ------------    ----------
                                           178,700        153,335         25,365
                                        ==========    ============    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                          2000
                                        ----------------------------------------
                                                      Accumulated
                                                      Depreciation
                                                           and         Net Book
                                           Cost       Amortization      Value
                                        ----------    ------------    ----------
                                             $              $              $
      <S>                               <C>           <C>             <C>
      Property, plant and equipment         39,442         25,021         14,421
      Mining properties                    147,495        146,717            778
                                        ----------     ----------     ----------
                                           186,937        171,738         15,199
                                        ==========     ==========     ==========
</TABLE>

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

      During 1992, the Company entered into agreements under which the Societe
      Quebecoise d'Exploration Miniere ("Soquem") could earn a 50% interest in
      the Joe Mann property (excluding the Joe Mann Mine) and in the Company's
      other properties in the Chibougamau area by incurring specified amounts on
      exploration on those properties. To July 1, 1997, Soquem had incurred
      total qualifying expenditures under the previous agreements of $2,548,000
      on the Joe Mann property and $2,431,000 on the Chibougamau area
      properties. Effective July 2, 1997, the agreements were modified to
      provide that Soquem spend an additional $1,600,000 on the Joe Mann
      property and an additional $750,000 on the Chibougamau area properties
      from the effective date until June 1, 2002 to earn a 50% interest in each
      of the properties. To December 31, 2001, Soquem had incurred total
      qualifying expenditures under the new amendment of approximately $200,000
      on the Joe Mann property and $220,000 on the Chibougamau area properties.


                                       85
<PAGE>
8.    LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                           2001       2000
                                                                         -----------------
                                                                            $          $
      <S>                                                                <C>        <C>
      Guaranteed Subordinate Debentures, bearing interest at varying
        rates, repayable at maturity in 2007 (a)                         38,000     38,000

      Guaranteed Non-Cumulative Redeemable Retractable Preferred
        Shares of a subsidiary, with a nominal value of
        $12,000,000 (a)                                                  10,629     10,360
                                                                         ------     ------
                                                                         48,629     48,360

      Convertible Subordinated Debentures bearing
         interest at 7.5% (b)                                             4,063      3,864

      Convertible Debentures with interest accrued
         thereon of $132,000 (c)                                          3,282         --
                                                                         ------     ------
                                                                         55,974     52,224
                                                                         ======     ======
</TABLE>

      a)    In 1991, a subsidiary of the Company entered into a financing
            arrangement ("Arrangement") whereby it issued to a group of Canadian
            financial institutions $38,000,000 of Guaranteed Subordinate
            Debentures and Notes ("Debentures") and $12,000,000 of Guaranteed
            Non-Cumulative Redeemable Retractable Preferred Shares ("Preferred
            Shares"). The Debentures are unsecured, subordinate to all existing
            non-trade debt and future senior debt, and cannot be prepaid. The
            Preferred Shares are redeemable at any time at an amount of $240,000
            per Preferred Share, rank equally and pari passu with the common
            shares for dividends when declared, and are retractable in 2007.

            In order to secure the performance and repayment of the Debentures
            and Preferred Shares, the Company's subsidiary entered into an
            Interest Rate and Currency Exchange Agreement, referred to as a Swap
            Agreement, with a major international bank. The Swap Agreement
            provides for the conversion of one floating rate interest basis to
            another and for differences in the timing of payments so as to match
            the interest payment requirements under the Debentures, repayment of
            the Debentures upon maturity and retraction of the Preferred Shares.
            The Company's subsidiary invested $46,000,000 in restricted deposits
            and the Swap Agreement with the counterparty to the Swap Agreement,
            which deposits have been assigned to secure all payments due under
            the Swap Agreement (Note 6). The deposits and Swap Agreement were
            irrevocably assigned directly to and accepted by the Investors.

            The Preferred Shares will increase to their nominal value of
            $12,000,000 over the term of the financing period.


                                       86
<PAGE>
8.    LONG-TERM DEBT (CONTINUED)

      b)    The debentures are unsecured, bear interest at 7.5% payable in
            arrears on June 1 and December 1 of each year and mature on July 21,
            2004. The debentures are convertible at the option of the holder
            into common shares of the Company at any time prior to maturity at a
            conversion price of US$5.00 per common share. The debentures are
            redeemable for cash at any time after the fifth anniversary of the
            date of issue or, at the Company's option, may be redeemed for
            common shares on the basis of one common share for each US$5.00 of
            debenture principal being redeemed. The right of the Company to
            redeem the debentures for cash or common shares is conditional on
            the average price of the common shares exceeding US$5.00 during a
            period of 20 consecutive days prior to notice of redemption. The
            Company may, at its option, repay the debenture at maturity by
            issuing common shares of the Company at the conversion price of
            US$5.00 per common share.

            During 2001, debenture holders converted US$25,000 (2000 - nil) of
            debenture principal into 5,000 common shares of the Company,
            resulting in a balance outstanding at December 31, 2001 of
            US$2,551,000 (2000 - US$2,576,000).

      c)    The debentures are unsecured, bear interest at 8% annually plus an
            additional interest charge calculated as follows: 1% for every
            1 million of unpaid capital multiplied by the net smelter return
            (NSR), which is reduced by $40 multiplied by the tonnage of ore
            produced by the Copper Rand mine. This charge will be determined at
            the end of each year, beginning with the first repayment of capital.
            The first interest payment is due July 1, 2004 and quarterly
            thereafter. The debentures are refundable as to 20% of capital on
            July 1, 2004, as to 40% on July 1, 2005 and as to 40% on July 1,
            2006 or are convertible into common shares at a price of $1.025 per
            share or up to a maximum of $1.64 based on an increase of the gold
            price above US$350.

9.    DEFERRED ROYALTY

      In December 2001, the Company completed a $14,340,000 royalty sale based
      on the future production of the Joe Mann and Corner Bay properties for a
      $1,036,800 cash consideration, notes receivable of $1,036,800 maturing
      February 2, 2002, $569,400 maturing February 2, 2003 and $11,697,000
      maturing December 31, 2011. The notes bear interest at 6.25% yearly. The
      royalties will be paid as follows: $8 per ton of ore for the years 2002
      and 2003, $14 for 2004, $35 from January 1, 2005 until the net proceeds of
      the royalty sale plus an interest of 10% compounded annually exceeds 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.


                                       87
<PAGE>
10.   CAPITAL STOCK

      a)    Authorized shares

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

            Common shares - unlimited

      b)    Issued and outstanding shares (in thousands)

<TABLE>
<CAPTION>
                                                  2001                        2000                       1999
                                   ---------------------      ----------------------      ---------------------
                                    Shares       Amount        Shares        Amount        Shares       Amount
                                   --------     --------      --------      --------      --------     --------
                                                    $                          $                          $
<S>                                <C>          <C>           <C>           <C>           <C>          <C>
      Common shares
         Balance at beginning
           of year                   15,784      125,355        15,715       125,339        15,469      123,632

      Issued
         Conversion of
           convertible
           debentures                     5           37            --            --           223        1,642
         Private placement            1,163          445            --            --            --           --
         Shares issued in
           consideration
           for the amendment
           of the Net Smelter
           Return Royalty
           agreement                    800          432            --            --            --           --
         Share consolidation             --           --            (3)          (61)           --           --
         Consideration for
           business acquisitions
           (Note 3)                  14,810       11,996
         Reduction in stated
           capital                       --     (113,645)           --            --            --           --
         Employee incentive
           Plan and Directors'
           Stock Option Plan             --           --            72            77            23           65
                                   --------     --------      --------      --------      --------     --------
         Balance at end of year      32,562       24,620        15,784       125,355        15,715      125,339
                                   ========     ========      ========      ========      ========     ========
</TABLE>


                                       88
<PAGE>
10.   CAPITAL STOCK (CONTINUED)

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

            At the Annual General Meeting on May 19, 2000 the shareholders
            approved a one-for-ten share consolidation of the common shares
            issued and outstanding. The common shares issued for the comparative
            periods presented in the preceding tables have been adjusted to
            reflect the consolidation.

      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 per cent of the employees' contributions, which can amount to a
            maximum of 5 per cent of their basic annual salaries or wages. The
            common shares are issued on a quarterly basis at market value.

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

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

            Options granted under the Directors' and Employee Share Option Plans
            expire no later than five years from the date on which they were
            granted and all current options expire on or before August 15, 2006.
            Changes in the share option plans are as follows (in thousands
            except per share amounts):

<TABLE>
<CAPTION>
                                             2001                  2000                  1999
                                      -----------------------------------------------------------------
                                                 Weighted              Weighted               Weighted
                                                  average               average                average
                                                 exercise              exercise               exercise
                                      Shares       price     Shares      price      Shares      price
                                      ------     --------    ------    --------     ------    --------
                                                     $                     $                      $
 <S>                                  <C>        <C>         <C>        <C>         <C>       <C>
            Outstanding at
               beginning of year         408        8.65        673        9.10        703        9.30
            Granted                    1,329        0.54         15        3.70        108        4.30
            Expired and cancelled       (238)      11.60       (280)       9.47       (138)       6.50
                                      ------      ------     ------      ------     ------      ------
            Outstanding at
               end of year             1,499        1.00        408        8.65        673        9.10
                                     ======      ======     ======      ======     ======      ======
</TABLE>


                                       89
<PAGE>
10.   CAPITAL STOCK (CONTINUED)

      c)    Employee Incentive Plan and Directors' Stock Option Plan (continued)

            The following summarises information about stock options outstanding
            at December 31, 2001 (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                         Options outstanding                               Option exercisable
                                         -------------------                               ------------------
                                                       Weighted
                                                        average            Weighted                     Weighted
                Range of                               remaining            average                      average
                exercise             Number           contractual          exercise       Number        exercise
                  price            outstanding           life                price      exercisable       price
               ------------        -----------        -----------          --------     -----------     --------
                     $                                                          $                            $
               <S>                 <C>                <C>                  <C>          <C>             <C>
                0.51 - 0.62          1,329             4.5 years              0.54           949           0.54
                3.70 - 4.40            162             2.0 years              4.31           152           4.34
                       9.10              8             0.6 years              9.10             8           9.10
               ------------          -----             ---------              ----         -----           ----
                                     1,499             4.2 years               1.0         1,109           1.12
                                     =====             =========              ====         =====           ====
</TABLE>

      d)    As part of the GNE acquisition, the Company assumed a commitment to
            issue on March 31, 2002, 500,000 shares of the Company as
            consideration for the Bachelor Lake Property acquisition. An amount
            of $435,000 was provided for this issuance.

      e)    Warrants and options

            -     In consideration for the financial support received by one
                  subsidiary, received from Societe de developpement de la Baie
                  James in the past years, the Company is committed to issue
                  153,310 warrants. Each warrant entitles the holder to purchase
                  one common share of the Company at $1.435 per share, until
                  October 8, 2003.

            -     Following the private placement of $445,000 referred to in
                  Note 10 b), the Company granted a warrant to purchase
                  1,162,791 common shares at $0.49 per share before June 6, 2002
                  or at $0.56 per share before June 6, 2003.

            -     In regard to the financing of the Copper Rand mine
                  development, Investissement Quebec carries a five-year option
                  entitling it to subscribe to a maximum of 25,000 shares of CCR
                  at $100 per share. Upon issuance of these shares by CCR, the
                  shares will be automatically exchanged for common shares of
                  the Company at $1.025 per share.

            -     Options to purchase 100,000 common shares of the Company up to
                  December 31, 2003 at $0.52 were granted in consideration of
                  services to be rendered to the Company.


                                       90
<PAGE>
11.   INTEREST EXPENSE ON LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                         2001             2000            1999
                                                                     ------------    -------------    -------------
                                                                           $                $               $
                                                                                       (restated)      (restated)

        <S>                                                          <C>             <C>              <C>
        Guaranteed Subordinate Debentures                                 2,819            2,970            2,738

        Convertible Debentures                                              461              318              351
                                                                     ----------      -----------      -----------
                                                                          3,280            3,288            3,089

        Interest revenue on restricted deposits (Note 6)                 (2,819)          (2,970)          (2,738)
                                                                     ----------      -----------      -----------
                                                                            461              318              351
                                                                     ==========      ===========      ===========
</TABLE>

12.   INCOME AND MINING TAXES

      a)    Effective tax rate

            The income taxes recovery varies from the amounts that would be
            computed by applying the combined Canadian federal and provincial
            statutory tax rates of approximately 37.3% (2000 - 39.3% and 1999 -
            40%) to income before taxes as follows:

<TABLE>
<CAPTION>
                                                                        2001             2000             1999
                                                                     ----------      -----------      -----------
                                                                          $                $                $
                                                                                       (restated)      (restated)
           <S>                                                       <C>             <C>              <C>
           Expected income tax recovery using
               statutory income tax rates                                 1,652           16,810            5,212
           Resource allowance                                              (159)            (712)            (274)
           Mining taxes recovery                                             --            1,032            1,900
           Valuation allowance                                           (1,474)         (15,227)          (4,937)
           Other                                                             54           (1,003)            (647)
                                                                     ----------      -----------      -----------
           Income and mining tax recovery                                    73              900            1,254
                                                                     ==========      ===========      ===========
</TABLE>


                                       91
<PAGE>
12.   INCOME AND MINING TAXES (CONTINUED)

      b)    Future income taxes

            At December 31, future income taxes are as follows:

<TABLE>
<CAPTION>
                                              2001       2000
                                             ------     ------
                                               $          $
      <S>                                    <C>        <C>
      Non-current future tax assets:
          Mining interests                   34,910     41,701
          Operating loss carry forwards       5,570     14,446
          Capital loss carry forwards         8,633      6,437
          Deferred royalty                    5,042         --
          Other                               2,755      2,233
                                             ------     ------
                                             56,910     64,817
          Valuation allowance                53,535     63,075
                                             ------     ------
      Future tax assets                       3,375      1,742
                                             ------     ------
      Current future tax liabilities:
          Inventories                           141        886
      Non-current future tax liabilities:
          Other                               3,234        856
                                             ------     ------
      Future tax liabilities                  3,375      1,742
                                             ------     ------
      Net future taxes                           --         --
                                             ======     ======
</TABLE>

      c)    Loss carry forwards

            At December 31, 2001, the Company and its subsidiaries had operating
            losses for income tax purposes in Canada approximating $15,600,000,
            which are available to reduce taxable income in future years and
            expire over the period to the year 2008. In addition, the Company
            and its subsidiaries had capital losses for income tax purposes in
            Canada of approximately $47,900,000 available to apply against
            future taxable capital gains.

13.   CHANGES IN NON-CASH WORKING CAPITAL

      <TABLE>
      <CAPTION>
                                           2001        2000        1999
                                         ------      ------      ------
                                            $           $           $
      <S>                                <C>         <C>         <C>
      Short-term investments                (11)         --          --
      Receivables                         1,259         315         654
      Inventories and prepaids              665         224        (134)
      Accounts payable                     (266)      1,091      (1,150)
      Accrued liabilities                 1,565         587        (212)
                                         ------      ------      ------
                                          3,212       2,217        (842)
                                         ======      ======      ======
      </TABLE>


                                       92
<PAGE>
14.   COMMITMENTS AND CONTINGENCIES

      a)    The Company is committed to pay royalties calculated on the net
            smelter return at various rates or based on the tonnage of ore
            processed at the mills. These agreements are also subject to
            repurchase rights at various prices.

      b)    On June 30, 2001, the Company amended the Net Smelter Return Royalty
            Agreement on the production of the Joe Mann Mine in consideration of
            the issuance of 800,000 common shares of the Company for an amount
            of $432,000. The royalty will be reduced to a graduated net smelter
            return royalty increasing from 1.5% at gold price of US$325 per
            ounce to 2.0% at a gold price of US$375 per ounce. After a
            cumulative royalty payment of Cdn$500,000, a royalty of 1% will be
            paid only if the gold price is at US$350 or greater.

      c)    During 1996, the Company's Mexican subsidiary received import duty
            assessments following an audit claiming the subsidiary'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. On
            May 26, 1997, the Company received notice that it was successful in
            its appeal against the assessments and that the Mexican pesos
            9,200,000 was not payable. The charge against the assets will be
            released when the final tax assessment covering this matter is
            issued in favour of the Company by the tax authorities. On May 6,
            1998, the tax authorities issued a tax assessment identical to that
            issued in 1996 except that the amounts claimed have increased to
            Mexican pesos 18,000,000 as a result of inflation and additional
            interest. The Company was advised that this assessment was improper
            as it completely ignored the earlier ruling. Accordingly the Company
            filed a new appeal before the Federal Tax Court to nullify the
            assessment. On October 11, 2001, the Company received notice that it
            was successful in its appeal against the assessments. However, this
            decision was appealed once more by the Mexican tax authorities. No
            provision has been made in the financial statements for the amounts
            assessed on the basis of the outcome of this appeal, the earlier
            ruling and the legal advice received (refer to Note 20).

      d)    As the promoter and operator of the Copper Rand mine, a subsidiary
            of the Company guaranteed the repayment of the $22 million loan
            facility provided by Investissement Quebec to CCR. At December 31,
            2001, there is no outstanding loan in CCR.

      e)    The Company's current and proposed mining and exploration activities
            are subject to various laws and regulations governing the protection
            of the environment. These laws and regulations are continually
            changing and are generally becoming more restrictive. The Company
            conducts its operations so as to protect its employees, the general
            public and the environment and, to the best of its knowledge,
            believes its operations are in compliance with all applicable laws
            and regulations, in all material respects. The Company has made, and
            expects to make in the future, submissions and expenditures to
            comply with such laws and regulations. Where estimated reclamation
            and closure costs are reasonably determinable, the Company has
            recorded a provision for environmental liabilities based on
            management's estimate of these costs. Such estimates are subject to
            adjustment based on changes in laws and regulations and as new
            information becomes available.


                                       93
<PAGE>
15.   PENSION PLAN

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

      a)    The net expense recognized for the years is as follows:

<TABLE>
<CAPTION>
                                                                                     2001          2000
                                                                                   --------      --------
                                                                                      $             $
          <S>                                                                      <C>           <C>
          Net benefit plan expense:
             Current service cost                                                        43           164
             Expected return on plan assets                                          (1,024)         (260)
             Interest cost                                                              816           220
                                                                                   --------      --------
             Net expense (credit)                                                      (165)          124
                                                                                   ========      ========
</TABLE>

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

<TABLE>
          <S>                                                                      <C>           <C>
          Accrued benefit obligation
             Balance at beginning                                                     3,348         2,887
             Obligation related to the acquisition of MSV Resources Inc.              9,213            --
             Service cost                                                                57           164
             Employee contributions                                                      --            62
             Benefit paid                                                              (997)         (161)
             Interest cost                                                              816           220
             Experience loss                                                             --           176
                                                                                   --------      --------
             Balance at end                                                          12,437         3,348
                                                                                   ========      ========

          Plan assets
             Fair value at beginning                                                  3,965         3,515
             Plan assets related to the acquisition of MSV Resources Inc.             9,663            --
             Contributions                                                               73            62
             Benefits paid                                                             (997)         (161)
             Actual return on plan assets                                              (352)          549
                                                                                   --------      --------
             Fair value at end                                                       12,352         3,965
                                                                                   ========      ========

          Funded status
             Plan surplus (deficit)                                                     (85)          617
             Unrecognized net actuarial (gain) loss                                   1,792          (113)
                                                                                   --------      --------
             Accrued benefit asset                                                    1,707           504
                                                                                   ========      ========
</TABLE>


                                       94
<PAGE>
15.   PENSION PLAN (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                                           2001             2000
                                                                                       -------------     ----------
                                                                                             %                %
             <S>                                                                       <C>               <C>
             Discount rate                                                                 6.75             6.75
             Expected return on plan assets                                            7.50 and 8.00        8.00
             Rate of compensation increase                                                 4.00             4.00
</TABLE>

      d)    The following information pertains to the underfunded plan at year
            end:

<TABLE>
<CAPTION>
                                                                                          2001             2000
                                                                                        --------          -------
                                                                                            $                $
             <S>                                                                        <C>               <C>
             Accrued benefit obligation                                                    9,170               --
             Fair value of plan assets                                                     8,665               --
                                                                                        --------           ------
             Funding deficit                                                                (505)              --
                                                                                        ========           ======
</TABLE>

16.   SEGMENTED INFORMATION

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

<TABLE>
<CAPTION>
                                                                        2001             2000             1999
                                                                       ------           ------           ------
                                                                          $                $               $
        <S>                                                            <C>              <C>              <C>
        Canada                                                             --            11,042          21,464
        Mexico                                                             --             4,640           1,001
                                                                       ------           -------          ------
                                                                           --            15,682          22,465
                                                                       ======           =======          ======
</TABLE>

      Mining operations ceased in November 2000 and resumed in Canada in
      February 2002. The Panama operations were suspended in 2000 and sold in
      2001 while the Mexico operations were suspended in 2000 and sold in
      January 2002.

      Revenues are attributed to countries based on the source of the
      production. The Company sold approximately 35% in 2000 (1999- 39%) of its
      product to one smelter.

      The following is a summary of the Company's mining interests by geographic
      area:

<TABLE>
<CAPTION>
                                                                        2001             2000            1999
                                                                       ------           ------          ------
                                                                          $                $               $
        <S>                                                            <C>              <C>             <C>
        Canada                                                         24,548           14,814          31,913
        Mexico                                                            385              385          12,419
        Panama                                                             --               --           9,081
                                                                       ------           ------          ------
                                                                       24,933           15,199          53,413
                                                                       ======           ======          ======
</TABLE>


                                       95
<PAGE>
17.   FINANCIAL INSTRUMENTS

      Fair value

      At December 31, 2001 the fair value of the Company's convertible
      debentures was estimated to be $4,123,000 (2000 - $1,170,000) based on
      financial models compared to the carrying amount of $7,345,000 (2000 -
      $3,864,000). The carrying amount of cash, short-term investments,
      receivables, accounts payable, accrued liabilities and other liabilities
      in the consolidated balance sheets approximates fair value based on their
      short-term maturities and or quotes received.

      Credit risk

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

18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP")

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

<TABLE>
<CAPTION>
                                                                     2001          2000          1999
                                                                   --------      --------      --------
                                                                       $             $             $
                                                                                (restated)    (restated)
          <S>                                                      <C>          <C>           <C>
          Reconciliation of net loss
             Net loss - Canadian GAAP                                (4,355)      (41,875)      (11,776)
             Adjustments:
                 Write-down of mining interests (a)                      --        (1,957)           --
                 Future income taxes (b)                                 --        (1,032)       (1,031)
                 Exploration expenses (c)                              (530)           --            --
                 Foreign exchange contracts (d)                          --            --           576
                 Derivative instruments (e)                            (584)           --            --
                                                                   --------      --------      --------
             Net loss - United States GAAP                           (5,469)      (44,864)      (12,231)
             Foreign currency translation                                79           665          (801)
                                                                   --------      --------      --------

             Comprehensive loss - United States GAAP                 (5,390)      (44,199)      (13,032)
                                                                   ========      ========      ========

             Basic and fully diluted loss - United States GAAP        (0.23)        (2.85)        (0.78)
                                                                   ========      ========      ========
</TABLE>


                                       96
<PAGE>
18)   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

<TABLE>
<CAPTION>
                                                                     2001           2000           1999
                                                                   ---------      ---------      ---------
                                                                       $              $              $
                                                                                  (restated)     (restated)
          <S>                                                      <C>            <C>            <C>
          Reconciliation of shareholders' equity
             Shareholders' equity - Canadian GAAP
                 As previously stated                                 22,102         13,468         75,673
                 Adjustment for change in accounting policy
                    for depreciation and amortization of
                    mining interests (Note 2)                             --             --        (21,695)
                                                                   ---------      ---------      ---------
                 As restated                                          22,102         13,468         53,978
             Adjustments:
                    Write-down of mining interests (a)                (1,957)        (1,957)            --
                    Future income taxes (b)                               --             --          1,716
                    Exploration expenses (c)                            (530)            --             --
                    Derivative instruments (e)                          (584)            --             --
                    Capital stock (f)                                 (1,481)            --             --
                    Warrants of the entity subject to
                        significant influence (g)                        485             --             --
                                                                   ---------      ---------      ---------
             Shareholders' equity - United States GAAP                18,035         11,511         55,694
                                                                   =========      =========      =========
</TABLE>

      a)    Write-down of mining interests

            Under Canadian GAAP, capital assets should be written down to the
            net recoverable amount if this is less than the carrying amount,
            whereas under United States GAAP, if the future discounted net cash
            flows is less than the carrying amount the capital asset should be
            written down to its fair value.

      b)    Future income taxes

            Prior to the year 2000, under Canadian GAAP, income and mining taxes
            could be accounted for under the deferral method. Under United
            States GAAP, the asset and liability method is used, whereby future
            tax assets and liabilities are recognized for the future taxes
            attributable to differences between book value and the tax basis of
            the Company's assets and liabilities.


                                       97
<PAGE>
18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

      c)    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 mineable
            deposit and the completion of a feasibility study should be recorded
            as expenses as they are incurred.

      d)    Foreign exchange contracts

            In accordance with Canadian GAAP, certain long-term foreign exchange
            contracts are considered to be hedges of sales revenue denominated
            in foreign currencies or the cost of goods to be purchased in
            foreign currencies. Gains and losses related to changes in market
            values of such contracts are deferred and recognized when the
            contract is settled as part of sales revenue or the cost of
            purchased goods as appropriate. Under United States GAAP, changes in
            the market value of the contracts would be included in current
            earnings.

      e)    Derivative instruments

            During 2001, the Company signed an amendment to the existing
            Collective Agreement whereby the employees agreed to salary
            reductions or increases based on the price of gold during the term
            of the agreement. Under Canadian GAAP, no value was assigned to this
            embedded derivative. Under United States GAAP (SFAS 133), the
            related derivative is evaluated at its fair value as at December 31,
            2001 and the resulting charge of $584,000 would be recorded in
            current earnings.

      f)    Capital stock

            Under Canadian GAAP, the value assigned to the common shares issued
            in consideration of the business acquisitions referred to in Note 3
            is based upon the average trading price of the shares over a
            reasonable period before and after the closing date of the merger
            (June 30, 2001). Under United States GAAP, the value assigned to the
            common shares is based upon the average trading price of the shares
            over a reasonable period before and after the date the terms of the
            business combinations are agreed to and announced (April 25, 2001).


                                       98
<PAGE>
18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

      g)    Warrants of the entity subject to significant influence

            Under Canadian GAAP, no value would be recognized for the warrants
            issued by CCR, the entity subject to significant influence, for
            which the Company has granted an automatic conversion feature into
            common shares of the Company. Under United States GAAP, the fair
            value of the conversion feature is recognized in shareholders'
            equity and recorded as an additional cost to the investment in CCR.
            As at December 31, 2001, the adjustment of $485,000 represents the
            fair value of the conversion feature.

      h)    Elimination of deficit

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

      i)    Change in accounting policies under United States GAAP

            On January 1, 2001, the Company implemented FASB Statement No. 133
            (SFAS 133), "Accounting for Derivative Instruments and Hedging
            Activities". On January 1, 2001, no transition adjustment resulted
            from the adoption of SFAS 133.

      j)    Future accounting changes

            In June 2001, the FASB issued SFAS No. 141, Business Combinations.
            SFAS No. 141 requires that all business combinations be accounted
            for under the purchase method and defines the criteria for
            identifying intangible assets for recognition apart from goodwill.
            SFAS No. 141 applies to all business combinations initiated after
            June 30, 2001 and all business combinations accounted for using the
            purchase method for which the acquisition date is July 1, 2001 or
            later. The Company adopted SFAS No. 141 effective July 1, 2001.


                                       99
<PAGE>
18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

      j)    Future accounting changes (continued)

            Also in June 2001, the FASB issued SFAS No. 142, Goodwill and Other
            Intangible Assets. SFAS No. 142 addresses the accounting and
            reporting of acquired goodwill and other intangible assets. SFAS No.
            142 discontinues amortization of acquired goodwill and instead
            requires annual impairment testing of acquired goodwill. Intangible
            assets will be amortized over their useful economic life and tested
            for impairment in accordance with SFAS No. 121, Accounting for the
            Impairment of Long-Lived Assets and for Long-Lived Assets to Be
            Disposed Of. Intangible assets with an indefinite useful economic
            life should not be amortized until the life of the asset is
            determined to be finite. Management has determined that the adoption
            of this new standard will have no material impact on earnings.

            In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
            Retirement Obligations that established standards for recognition
            and measurement of a liability for an asset retirement obligation
            and the associated asset retirement cost. The statement provides for
            an initial recognition of the fair value of a liability for an asset
            retirement obligation in the period in which it is incurred when a
            reasonable estimate of fair value can be made. The asset retirement
            obligation is recorded as a liability with a corresponding increase
            to the carrying amount of the related long-lived asset.
            Subsequently, the asset retirement cost is allocated to expense
            using a systematic and rational allocation method and is adjusted to
            reflect period-to-period changes in the liability resulting from
            passage of time and revisions to either timing or the amount of the
            original estimate of undiscounted cash flows. The statement is
            effective for fiscal years beginning after June 15, 2002 and the
            Company has not yet determined the effect of the adoption.

            In August 2001, the FASB issued SFAS No. 144, Accounting for the
            Impairment or Disposal of Long-Lived Assets that established a
            single accounting model, based on the framework of SFAS No. 121
            ("Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to Be Disposed Of"), for long-lived assets to be
            disposed of by sale. The statement is effective for fiscal years
            beginning after December 15, 2001 and the Company does not expect
            any significant impact upon adoption.

19.   COMPARATIVE FIGURES

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


                                      100
<PAGE>
20.   SUBSEQUENT EVENT

      On January 31, 2002, Queenstake Resources Ltd. ("Queenstake"), exercised
      its right and agreed to purchase all of Oro De Sotula S.A. de C.V. shares
      ("Oro"). Oro is a company incorporated under the laws of Mexico and is a
      wholly owned subsidiary.

      The maximum purchase price for the Oro shares of US$2,000,000 is payable
      as follows:

      a)    US$1,000,000 promissory note maturing on the third anniversary of
            the date of issuance. Such note is subject to adjustment by the
            following amounts:

            -     to the extent that the actual liability, incurred by
                  Queenstake with respect to outstanding litigation commenced in
                  1996, between Oro and the Mexican tax authorities ("The tax
                  case") and reclamation costs of properties owned by Oro ("the
                  reclamation"), 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.

      b)    Up to a maximum of US$1,000,000 secured by promissory notes expiring
            on December 31, 2005 as described below:

            -     US$150,000 note payable on the tenth business day following
                  the day on which the price of gold, as defined below, is at
                  least US$315 per ounce.

            -     US$250,000 note payable on the tenth business day following
                  the day on which the price of gold, as defined, is at least
                  US$330 per ounce.

            -     US$600,000 note payable on the tenth business day following
                  the day on which the price of gold, as defined, is at least
                  US$350 per ounce.


                                      101
<PAGE>
20)   SUBSEQUENT EVENT (CONTINUED)

      The price of gold to be used is the average of the London PM fix over a
      120-day calendar period, being the sum of the daily fixes divided by the
      number of days on which the fix is quoted, provided certain minor
      exceptions.

      The Company will retain an interest providing for a net smelter return
      royalty of 1% to be paid on all production by Queenstake from the mining
      concessions and exploration properties which are owned by Oro at the time
      of closing. Furthermore, in the event of any sale, option or similar
      agreement occurring with a third party after closing and before December
      31, 2005, relating to the Oro shares, the mine or mining concessions and
      exploration properties which are owned by Oro, the Company will receive
      33 1/3% of the total consideration under such agreement.

      In the event the Company receives cash consideration for the promissory
      notes referred to above, the proceeds will be recognized in earnings in
      the year in which such proceeds are received by the Company.


                                      102
<PAGE>
ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

      Exhibit Table and Index to Exhibits

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

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

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

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

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

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

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

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

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

3     Articles of Incorporation and By-Laws

      3.1   Restated Articles of Incorporation dated August 9, 1999 (G) (Exhibit
            4(a)).

      3.2   Articles of Amendment dated May 19, 2000 consolidating the Common
            Shares on the basis of one post consolidation Common Share for every
            ten pre-consolidation Common Share. (F) (Exhibit 3.1)

      3.3   Articles of Arrangement effective June 30, 2001 relating to the
            merger with GeoNova Explorations Inc.

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


                                      103
<PAGE>
      3.5   Amendment of By-Law No. 1 (A) (Exhibit 3.11)

      4     Instruments Defining the Rights of Security Holders Including
            Indentures

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

      10    Material Contracts

            Management Contracts and Compensatory Plans and Arrangements

      10.1  The Corporation's Employee Incentive Plan as amended (E) (Exhibit
            (99)

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

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

      10.4  Royalty Agreement with Repadre Capital Corporation made as of April
            23, 1993. (C) (Exhibit 10.14) and amendment dated June 30, 2001
            (Exhibit 10.4.1)

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

      21.1  Significant subsidiaries

      23.1  Consent of Samson Belair/Deloitte & Touche

      23.2  Consent of KPMG LLP.

      23.3  Consent of Met-Chem Canada Inc.


                                      104
<PAGE>
                                   SIGNATURES

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

                                   CAMPBELL RESOURCES INC.


Dated: May 14, 2002                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)


                                      105
<PAGE>

                             CAMPBELL RESOURCES INC.

                                    FORM 20-F

                                  EXHIBIT INDEX

3.3      Articles of Arrangement between the Corporation and GeoNova
         Explorations Inc. effective June 30, 2001

10.4     Amending Agreement between the Corporation and Repadre Capital
         Corporation effective June 30, 2001

21.1     Significant subsidiaries

23.1     Consent of Samson Belair/Deloitte Touche

23.2     Consent of KPMG LLP

23.3     Consent of Met-Chem Canada Inc.








                                     106
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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, 2001

                                       OR

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

                          Commission File Number 1-8488

                         [CAMPBELL RESOURCES INC. LOGO]
             (Exact name of registrant as specified in its charter)

                                     Canada
                                     ------
                 (Jurisdiction of incorporation or organisation)

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

     Securities registered or to be registered pursuant to Section 12(b) of the
Act
           Title of each class         Name of each exchange on which registered

              Common Shares                            None

     Securities registered pursuant to Section 12(g) of the Act.
                                      None
                                (Title of Class)

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

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

             December 31, 2001:             32,561,713 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 Estimates and Glossary of Significant Terms.............................................   2

                                                   PART I

Item 1. Identity of Directors, Senior Managers and Advisors - Not Applicable.............................   3

Item 2. Offer Statistics and Expected Timetable - Not Applicable.........................................   3

Item 3. Key Information..................................................................................   3
        Selected Financial Data..........................................................................   3
        Risk Factors.....................................................................................   5

Item 4. Information on the Company.......................................................................   7
        History and Development of the Company...........................................................   7
        Business Overview................................................................................  10
        Organisational Structure ........................................................................  13
        Property, Plants and Equipment...................................................................  14

Item 5. Operating and Financial Review and Prospects.....................................................  43
        Management's Discussion and Analysis.............................................................  43

Item 6. Directors, Senior Management and Employees.......................................................  45
        Senior Management................................................................................  48
        Compensation.....................................................................................  48
        Board Practices..................................................................................  58
        Employees........................................................................................  59

Item 7. Major Shareholders and Related Party Transactions................................................  60

Item 8. Financial Information............................................................................  60
        Legal Proceedings................................................................................  60

Item 9. The Offer and Listing............................................................................  61

Item 10. Additional Information..........................................................................  62
         Memorandum and Articles of Incorporation........................................................  62
         Exchange Controls...............................................................................  63
         Material Contracts..............................................................................  63
         Taxation .......................................................................................  64
Item 11. Quantitative and Qualitative Disclosures about Market Risk.................................    69
           Gold Risk Disclosures....................................................................    69
           Foreign Currency Risk Disclosures........................................................    70
           Other Financial Instrument Risk Disclosures
           Competition..............................................................................    70

Item 12. Description of Securities Other Than Equity Securities - Not Applicable....................    70

                                                PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies............................................    70
         Dividend Record and Policy.................................................................    70

Item 14. Material Modification to the Right of Security Holders and Use of Proceeds - None..........    71

Item 15. Reserved for Future Use....................................................................    71

Item 16. Reserved for Future Use....................................................................    71

                                                PART III

Item 17. Financial Statements.......................................................................    71
         Management's Report........................................................................    72
         Report of Independent Accountants..........................................................    73

Item 18. Financial Statements.......................................................................   103

Item 19. Financial Statements and Exhibits..........................................................   103

Signatures..........................................................................................   105
Index of Exhibits...................................................................................   106
(A)   Pursuant to General Instruction G(b) of Form 20-F, this annual report
      includes the information specified in Parts I,II,III

(B)   Pursuant to General Instruction (G)(c) of Form 20-F, the registrant has
      elected to provide the financial statements and related information
      specified in Item 17.
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 harbor 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 harbor
provisions. These forward-looking statements reflect our current views which are
based on the information currently available to us and on assumptions we have
made. Although we believe that our plans, intentions and expectations as
reflected in or suggested by those forward-looking statements are reasonable, we
can give no assurance that the plans, intentions or expectations will be
achieved. Such forward-looking statements concern the Corporation's operations,
economic performance and financial condition. Such statements involve known and
unknown risks, uncertainties and other factors, including those identified under
the "Risk Factors" section in Item 3 and elsewhere in this report, that may
cause the actual results, performance or achievements of the Corporation, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: differences between
estimated and actual ore reserves and recovery rates; failure of plant,
equipment or processes to operate in accordance with expectations and
specifications; changes to exploration, development and mining plans due to
prudent reaction of management to ongoing exploration results, engineering and
financial concerns; environmental costs; and fluctuations in gold price which
affect the profitability and ore reserves of the Corporation. These risks and
uncertainties are the normal risks involved in mining. Readers are cautioned not
to put undue reliance on forward-looking statements. See "Risk Factors" in Item
3, "Management's Discussion and Analysis" in Item 5, and elsewhere in Item 4.
The forward-looking statements are made as of the date of this report, and the
Corporation assumes no obligation to update the forward-looking statements or to
update the reasons why actual results could differ from those projected in the
forward-looking statements.

                         CURRENCY AND METRIC EQUIVALENTS

      Unless otherwise indicated, all dollar amounts herein are expressed in
Canadian dollars. Amounts expressed in United States dollars are preceded by the
symbol "US$". The following table sets forth, for each of the years indicated,
certain information concerning the exchange rate for translating Canadian
dollars into United States dollars based upon the noon buying rate in the City
of New York for cable transfers in Canadian dollars and certified for customs
purposes by the Federal Reserve Bank of New York.
Rate at          Average
                           December 31      Rate (1)           High              Low
                           -----------      ----               ----              ---
1997              0.6999           0.7198            0.7487            0.6961
         1998              0.6447           0.6746            0.7105            0.6343
         1999              0.6929           0.6728            0.6929            0.6446
         2000              0.6669           0.6726            0.6947            0.6413
         2001              0.6267           0.6459            0.6695            0.6243
(1)   The average rate means the average of the exchange rates on the last day
      of each month during the year.

      On May 9, 2002, the noon buying rate for Cdn.$1.00 was US$0.6375.

      Tonnages referred to in this report are to either short tons equal to
2,000 pounds, referred to herein as tons, or to metric tonnes, equal to 2,204.6
pounds and referred to herein as tonnes or metric tonnes. A reference herein to
ounces means a troy ounce that is equal to 31.103 grams. To convert grams per
tonne to ounces per ton, multiply grams per

                                       1
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 were previously disclosed in a March 28,
2001 press release and in the Corporation's Joint Management Information
Circular dated May 10, 2001. Such estimates may not qualify as a commercially
mineable ore body under standards promulgated by the U.S. Securities and
Exchange Commission and will not qualify as mineable reserves unless the
economic viability of the project is established and documented in a final
feasibility study. MINERAL RESOURCES THAT ARE NOT MINERAL RESERVES DO NOT HAVE
DEMONSTRATED ECONOMIC VIABILITY.

                          GLOSSARY OF SIGNIFICANT TERMS

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

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

"MEASURED MINERAL RESOURCE" is that part of a mineral resource for which
quantity, grade or quality, densities, shape and physical characteristics, are
so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of economical viability of the
deposit. The estimate is based 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.

                                       2
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS - NOT APPLICABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE - NOT APPLICABLE

ITEM 3. KEY INFORMATION

SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial information with
respect to the Corporation for the five years ended December 31, 2001 and is
extracted in part from the more detailed Consolidated Financial Statements
included herein. The selected financial data set forth below is stated in
thousands of Canadian dollars (except per share amounts)

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

The following table should be read in conjunction with Item 5 - "Operating and
Financial Review and Prospects", and the Consolidated Financial Statements
included in Item 17
FIVE YEAR COMPARATIVE SUMMARY
OF SELECTED FINANCIAL DATA                                       (EXPRESSED IN CANADIAN DOLLARS UNLESS OTHERWISE INDICATED)
YEAR ENDED DECEMBER 31                                         2001         2000         1999           1998            1997
                                                                      (restated)   (restated)     (restated)       (restated
OPERATING RESULTS (IN THOUSANDS)                                  $            $            $              $               $
--------------------------------                          ---------    ---------    ---------      ---------       ---------
Metal sales                                                      --       15,682       22,465         36,388          52,635
Net loss                                                     (4,355)     (41,875)     (11,776)       (30,237)        (21,349)
Cash flow from (used in) operations (before
change in non-cash operating working capital)                  (787)     (13,800)     (10,277)           411             556
Capital Expenditures                                          1,789        7,196        5,088          8,141          27,212

FINANCIAL POSITION (IN THOUSANDS)
Cash and short-term deposits                                  2,761        4,548       18,219         41,493          13,638
Money market instruments                                         --           --        7,958             --          28,097
Total assets                                                110,356       77,960      113,530        127,198         157,428
Long-term debt                                               55,974       52,224       51,809         53,477          54,901
Shareholders' equity                                         22,102       13,468       75,673         87,469         105,124

PER SHARE DATA
Net loss per share                                            (0.18)       (2.66)       (0.75)         (1.97)          (1.42)
Book value per share                                           0.68         0.85         4.82           5.65            6.94

OPERATIONAL STATISTICS
Gold production - ounces                                         --       38,400       53,700         82,400         112,700
Gold revenue per ounce - US dollars                              --          279          276            304             336
Cash cost per ounce - US dollars                                 --          463          292            255             288

SHARES OUTSTANDING (IN THOUSANDS)
At year end                                                  32,562       15,784       15,715         15,469          15,145
Weighted average during year                                 23,720       15,733       15,695         15,353          15,055

FOREIGN EXCHANGE RATE - US DOLLARS:
Year end/average                                          0.63/0.65    0.67/0.67    0.69/0.67      0.65/0.67       0.70/0.73
High/low                                                  0.67/0.63    0.69/0.64    0.69/0.65      0.71/0.63       0.75/0.69
3
SELECTED QUARTERLY
FINANCIAL DATA (UNAUDITED)                               (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 2001                              1st Quarter           2nd Quarter       3rd Quarter    4th Quarter
----------------------------                              -----------           -----------       -----------    -----------
$                     $                 $              $
Metal sales                                                       --                    --                --             --
Loss from operations                                          (1,943)               (1,195)             (875)          (620)
Net loss                                                      (2,031)                 (931)             (995)          (398)
Net loss per share                                             (0.13)                (0.06)            (0.03)         (0.00)

YEAR ENDED DECEMBER 31, 2000
Metal sales                                                    1,256                 3,547             5,947          4,932
Loss from operations                                          (2,045)               (5,134)           (7,398)        (4,987)
Net loss                                                      (1,796)               (4,721)           (6,644)       (28,714)
Net loss per share                                             (0.11)                (0.30)            (0.43)         (1.82)
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 18 of
the consolidated financial statements located at Item 17.

                                       4
RISK FACTORS

Mining Risks

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

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

      The Corporation is currently dependent on the future outlook for one
operation, the Joe Mann Mine, as the source of its cash flow. At the Joe Mann
Mine, the 2001 Plan is based on a gold price of US$280 per ounce for 2001,
US$290 for 2002 and US$300 per ounce thereafter, and anticipates cash production
costs (excluding pre-production development, exploration and reclamation costs
of US$195 per ounce. The ability of the Corporation to achieve the cash costs is
largely based on the successful adoption of the operating assumptions and
completion of the exploration and development work contained in the 2001 Plan.
Should gold prices decrease significantly or the cash cost be higher than
projected, the ability of the mine to generate cash flow will be impaired.

      Development is currently underway on the Copper Rand 5000 Project. The
Corporation expects that the Project will begin production in the third quarter
of 2003. While financing for the Project is in place (as described on pages 23
to 25), there can be no assurance that the development work will be completed
and production commence on schedule.

      The Corporation is currently reviewing economic studies of the Corner Bay
copper project (see pages 28 to 30). Depending on the prevailing market
conditions, development work on the Corner Bay Project may begin in the second
half of 2002 with the objective of beginning production in the third quarter of
2003. There can be no assurance that the price of copper will be at a level for
the project to be economically viable nor that the Corner Bay Property will be
brought into production.

      The figures for mineral reserves and resources presented herein are
estimates and no assurance can be given that the anticipated tonnages and grades
will be achieved or the indicated level of recovery realized. In addition, no
assurance can be given that the gold price on which these estimates are based
can be achieved. See "Mineral Reserves and Resources" for the Joe Mann Mine, the
Copper Rand Mine and the Corner Bay Property on pages 17, 26 and 30. As well,
lead times required for underground stope and open pit preparation and
development in mining operations can affect production decisions and schedules.
Gold price fluctuations may render mineral reserves containing relatively lower
grades of gold mineralization uneconomic. Moreover, short-term operating factors
relating to the mineral reserves, such

                                       5
as the need for orderly development of ore bodies or the processing of new or
different ore grades, may cause the Corporation to be unprofitable in any
particular accounting period.

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

Environmental Matters

      Campbell believes that it and its subsidiaries are currently complying in
all material respects with applicable environmental legislation. During 1995,
proposed amendments to the Quebec Mining Act relating particularly to
rehabilitation and restoration plans came into force. This legislation required
that a rehabilitation and restoration plan be submitted for approval within one
year of the legislation coming into force and that a financial guarantee be
furnished with respect to such plan.

      Campbell filed preliminary rehabilitation and restoration plans on March
9, 1996, and has filed additional information required thereunder within the
extensions granted by Quebec mining authorities. Annual financial guarantees are
required to be filed in connection with the rehabilitation and restoration plan
within 15 days of approval of the plan. The plan for the Joe Mann Mine site was
approved in early 2000 and the first financial guarantee in the amount of
$22,050 was posted on March 3, 2000. The plan for the Campbell Mill site is
pending approval. The appropriate method of re-mediating acid spots, which have
appeared on fifty hectares of previously re-vegetated tailings is currently
being reviewed. Two alternate methods are being considered which involve costs
ranging from $10,000 to $30,000 per hectare. Campbell currently estimates that
the maximum annual financial guarantees will range from $154,000 in the first
year to $1,871,000 in the fourth year for an aggregate of $3,517,500. $5,700,000
is currently accrued for the cost of completing the work contemplated under the
rehabilitation plans for both the Joe Mann Mine site and the Campbell Mill site.
It is expected that this cost will be partially offset by the salvage value of
plant and equipment.

      As a result of MSV's acquisition of the Portage and Copper Rand Mines in
1993, MSV applied for and obtained certificates of authorization from the
Ministry of the Environment (Quebec) ("MENVIQ") to operate the Mines and the
Copper Rand Mill, as well as for its waste and tailings disposal sites under the
Environment Quality Act (Quebec). Certificates of authorization dated December
22, 1993 with respect to the Portage Mine and March 8, 1994 with respect to the
Copper Rand Mine were obtained by MSV from MENVIQ. MSV holds all other permits
required under the Environment Quality Act (Quebec), the Mining Act (Quebec) and
other applicable legislation and regulations. MSV holds an environmental fund of
approximately $3,700,000 as at December 31, 2001. This amount was set aside for
the restoration of the Copper Rand, Portage, Jaculet and Copper Cliff mining
sites. Cost of the restoration plan is evaluated at $3,200,000.

                                       6
ITEM 4. INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

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

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

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

      On June 30, 2001 the Corporation 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 so that the
operating synergies and elimination of multiple public company costs would
contribute to making the Chibougamau operations of the continuing company more
competitive at current gold and copper prices.

      The exploration and development plan at the Joe Mann Mine, which
commenced in November 2001, will require a total investment of $10 million over
a seventeen-month period. Progress on these programs enabled the Corporation to
gradually resume mining operations that were suspended in November 2000. Milling
operations re-commenced in February 2002. The $10 million investment will be
partially funded from cash flow from operations. In the fourth quarter of 2001,
the Corporation has 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 of the Province of Quebec covering the
period up to March 31, 2002, representing 50% of the exploration program. A
request for an additional subsidy of the same amount has been submitted to cover
expenditures during the period from April 1, 2002 to March 31, 2003. Approval of
this additional subsidy is pending. A $4 million loan from Investissement-Quebec
will be used to fund these programs. The credit agreement for this loan was
finalized on May 10, 2002.

      In December 1999, a new company, Corporation Copper Rand Inc. ("CCR") was
formed for the purpose of financing the Copper Rand 5000 Project. The
Corporation through its wholly-owned subsidiary, MSV originally held a 16%
equity interest and is the operator of the Project with its three partners: the
Solidarity Fund QFL, SDBJ and SOQUEM INC., holding 28%, 28% and 28%
respectively. SDBJ, a Quebec government-owned economy-based corporation, has the
mission to further the development of natural resources of the James Bay
territory other than hydroelectrical resources within a perspective of
sustainable development. SOQUEM INC. is a division of SGF Mineral inc., which is
a subsidiary of the 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

                                       7
is to carry out economic development projects in co-operation with
partners and in accordance with accepted requirements of profitability, in
particular in the industrial sector.

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

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

      Work on the deepening of the No. 4 Shaft at Copper Rand commenced in
August 2001 and is expected to be completed in the second quarter of 2002 with
work on the decline ramp to reach the ore body scheduled to begin in July 2002.
Production start-up is scheduled for the third quarter of 2003.

      All the labour agreements for both the Joe Mann and Copper Rand Mines were
renewed during the last quarter of 2001 for a minimum period of three years.
Production employees at Joe Mann Mine accepted reductions in salary linked to
variations in the price of gold. The Corporation also negotiated cost reductions
with service providers. The change in mining method as well as synergies from
the merger of the three companies should result in a significant reduction in
operating costs. The Corporation expects to produce gold at a cash operating
cost of US$200 per ounce in 2002. Production at Joe Mann Mine began at the end
of the first quarter of 2002, with expected yields of 56,600 ounces of gold and
1.2 million pounds of copper in 2002.

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

      The Corporation also sold a royalty on future production at the Joe Mann
Mine and Corner Bay Project in return for gross cash proceeds of $1.0 million
and promissory notes of $1.0 million maturing on February 2, 2002, $0.6 million
maturing on February 2, 2003, and $11.7 million maturing on December 31, 2011.
These notes carry an annual interest rate of 6.25%. The royalty is payable as
follows: $8 per ton of ore in 2002 and 2003, $14 in 2004, and $35 from January
1, 2005 onwards, until such time that the net royalties payable, with interest
compounding at 10% per year, exceeds the value of all the notes paid between the
initial and final expiry dates compounded at 10% annually. When this value is
exceeded, an amount of $1.50 will be paid per ton of ore. The Company has the
right to repurchase the royalty units at fair market value, at any time after
July 1, 2007 and at any time that a holder is in default.

      On March 28, 2002, the Corporation announced that it had retained two
Canadian investment

                                       8
dealers to raise up to a maximum of $6,000,000 on a best efforts basis by way of
private placement. The private placement will consist of up to 9,230,770 units
at $0.60 per unit. It is expected to close in on May 15, 2002 following approval
shareholders expected to be given at the Annual and Special Meeting to be held
on May 14, 2002. Each unit will consist of one common share and a 1/2 share
purchase warrant. Each whole share purchase warrant is exercisable for one
common share at $0.80 per share for one year from the date of closing of the
private placement.

      With the financing for the Joe Mann and Copper Rand Mines now in place and
activities under way, and with the additional financing discussed above, the
Corporation will next develop the Corner Bay Property. This property, which is
located between Joe Mann and Copper Rand Mines, would optimise milling
operations. Management expects development of the Corner Bay Property, which
requires an investment of $5 million, to commence in the fall of 2002.

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

      During fiscal 2001, the Corporation entered into an option agreement to
sell its Mexican subsidiary, Oro de Sotula, S.A. de C.V. that held the Santa
Gertrudis property to Queenstake Resources Ltd. ("Queenstake"). This option was
exercised effective January 31, 2002. Queenstake assumed full liability for
proper abandonment and reclamation of the Santa Gertrudis property and has
agreed to indemnify that Corporation with respect to all environmental
obligations. The Corporation may receive up to US$2 million depending on future
events as outlined in Note 20 of the financial statements plus a 1% net smelter
returns royalty on any future production from the property.

      In March 2002, the Corporation entered into an option agreement to sell
its other Mexican subsidiary, Recursos Escondidos, S. A. de C. V., holder of the
Roca Roja Property to International Coromandel Resources Ltd. ("Coromandel"). On
April 30, 2002, the Corporation received notice that this option will be
exercised. It is expected that the sale will close by the end of May 2002. As
consideration for the sale, the Corporation will receive 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 will assume full liability for proper abandonment and
reclamation of the Roca Roja property and will indemnify that Corporation with
respect to all environmental obligations. With the completion of this sale, the
Corporation's mineral properties will all be located in the Province of Quebec.

                                       9
BUSINESS OVERVIEW

      Campbell is a gold and copper mining company operating principally in
northern Quebec. The two main assets of the Company are the Joe Mann Mine and
Copper Rand Mine. Campbell owns 100% of Joe Mann Mine. Campbell also owns 26% of
the Copper Rand Mine and has an option to increase its ownership to 50%, with
a right to first refusal on the other 50%. The $45 million Copper Rand 5000
Project is underway to deepen the mine and develop new infrastructure between
the 4000 and 5000 foot levels. The mine should be ready to resume production in
the third quarter of 2003 (See page 26).

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

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

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

      Since December 2000, a review of mineral resources and reserves was
carried out, and a development and exploration plan (the "2001 Plan") was
prepared to permit resumption of operations based on certain assumptions.
Strategies were initiated to ensure that the exploration and development work
called for under the 2001 Plan is properly funded.

      On November 5, 2001, Campbell announced the beginning of this exploration
and development work. Progress on these activities allowed for the resumption of
mining operations in the first quarter of 2002 with a daily production rate of
1,040 tons on a five-day per week basis. Yearly production is expected to reach
260,000 tons yielding 65,000 ounces of gold, 22,000 ounces of silver and
1,230,000 pounds of copper. The gradual recall of some 150 employees, required
for the mining and treatment plant operations, began on October 22, 2001.

      Mining reserves and resources used in elaborating the mining plan were
630,000 tons grading an average of 0.287 ounces per ton Au and 0.25% Cu to be
mined over a 33-month period (these mineral reserves and resources were
previously disclosed in a March 28, 2001 press release and in the Joint
Management Information Circular dated May 10, 2001). A $5,000,000 exploration
program should provide additional tonnage thus ensuring a longer production
period for the Joe Mann Mine.

      Production resumed at the Joe Mann Mine during the first quarter of 2002
at a daily production rate

                                       10
of 1,040 tons on a five-day per week basis. Yearly production is expected to
reach 260,000 tons yielding 65,000 ounces of gold, 22,000 ounces of silver and
1,230,000 pounds of copper.

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

                                 [MAP OF QUEBEC]

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

                                       11
Factors that allow producers to remain competitive in the market over the
long-term are the quality (grade, metallurgy, etc.), and size of the orebody,
cost of production and the proximity to market. In all these factors the
Corporation is competitive to greater or lesser degrees; but because of the
number of companies and variables involved, no individual or group of producers
can be pointed to as being in direct competition with Campbell.

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

Campbell Debentures

      In July, 1994, concurrent with the acquisition of Santa Gertrudis, the
Corporation entered into an underwriting agreement with First Marathon
Securities Limited pursuant to which the Corporation sold US$11,005,000
aggregate principal amount of 7 1/2 % Convertible Subordinated Debentures
(Unsecured) (the "7 1/2 % Debentures"). The 7 1/2 % Debentures will mature on
July 21, 2004, the tenth anniversary of their date of issue. The 7 1/2 %
Debentures are convertible at the option of the holder into Common Shares at any
time prior to maturity at a conversion price of US$5.00 per Common Share. The 7
1/2 % Debentures are redeemable for cash at any time after the fifth anniversary
of the date of issue and, at the Corporation's option, may be redeemed in Common
Shares on the basis of one Common Share for each US$5.00 of 7 1/2 % Debenture
principal being redeemed. The right of the Corporation to redeem the 7 1/2 %
Debentures for cash or Common Shares is conditional on the average price of the
Common Shares exceeding US$5.00 during a period of 20 consecutive days prior to
notice of redemption. The Corporation may, at its option, repay the 7 1/2 %
Debentures at maturity by issuing Common Shares of the Corporation at the
conversion price of US$5.00 per Common Share (on a post-consolidation basis). To
April 30, 2002, debenture holders had converted US$8,454,000 of debenture
principal into 1,690,800 Common Shares (on a post-consolidation basis).
Debentures in the amount of US$2,551,000 remain outstanding as of May 9, 2002.

Meston Debentures and Preference Shares

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

                                       12
The mineral development expenditures which were renounced to the investors
in 1991 were based, in part, on independent valuations of certain related
mineral properties. Canada Customs and Revenue Agency (CCRA) has challenged
certain of those valuations, and disallowed certain of the renounced
flow-through deductions to certain of the investors. Meston may be contingently
liable for certain losses or damages to investors, if any, that may result if
CCRA is ultimately successful in its challenges.

      ORGANISATIONAL 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:

                                  [FLOW CHART]

                         ----------------------------
                            CAMPBELL RECOURSEC INC.
                                    (CANADA)
                         ----------------------------

------------------------               |               -------------------------
   MSV RESOURCES INC.                  |                 MESTON RECOURCES INC.
       (QUEBEC)                        |                       (QUEBEC)
   EASTMAIN PROPERTY        100%       |      100%          JOE MANN MINE
EXPLORATION PROPERTIES   ----------------------------        CAMCBIB MILL
  CORNER BAY PROPERTY                  |                EXPLORATION PROPERTIES
------------------------               |               -------------------------
            |                          |                           |
     26%    |                          |                           |       100%
------------------------               |               -------------------------
  COPPER RAND MINE                     |                  MESTON INVESTMENTS
  COPPER RAND MILL                     |                       LIMITED
 CEDAR BAY PROPERTY                    |                      (CAYMAN)
------------------------               |               -------------------------
                                       |      100%
                         ----------------------------
                           GEONOVA EXPLORATIONS INC.
                                    (CANADA)
                               DISCOVERY PROPERTY
                             BACHELOR LAKE PROPERTY
                               CHEVRIER PROPERTY
                         ----------------------------

                                       13
Employees

Campbell and its wholly owned subsidiaries employed approximately 170 persons as
of December 31, 2001, of which 144 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
2001, 2000 and 1999, there were no material strikes or walkouts.

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

PROPERTY, PLANTS AND EQUIPMENT

Business of Meston

Joe Mann Mine

      History

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

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

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

      During 1999, as production moved to the lower levels, operations were
significantly affected by ground control problems and excessive dilution.
Resulting higher cash operating costs compelled

                                       14
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 the 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 an Exploration and Development Plan (the "2001 Plan") for the
resumption of operations was prepared. Management also considered various
strategies to ensure that the future exploration and development requirements of
the mine would be properly funded. The 2001 Plan was presented to the Board of
Directors on March 14, 2001. The 2001 Plan concluded that current development
was insufficient to permit the required production rates to be achieved and
maintained and that a development and long-term exploration program was required
to permit planning and development between the 2350 and 3400 foot levels. The
exploration and development plan at the Joe Mann Mine, commenced in November
2001 and will be completed over a seventeen-month period. Progress on these
programs enabled the Corporation to gradually resume mining operations that were
suspended in November 2000. Milling operations re-commenced in February, 2002.

      Location, Access and Ownership

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

      Under Quebec mining law, Campbell's interest in the mining concessions and
lease is maintained in good standing by payment of an annual rental fee of
$25.00 per hectare or by the completion of $25.00 of exploration and development
work annually per hectare. As to mining claims, a fee of $22.00 per claim must
be paid and $500 of exploration work incurred every two years. Exploration
expenses may be carried forward to future years and may be applied to claims
within a 3.2 square kilometre block distance. Current work credits will entitle
Campbell to retain currently held mining claims for in excess of twenty years.
Under the exploration agreements with SOQUEM described under "Mineral
Exploration Properties--Chibougamau Exploration Properties" on page 21, SOQUEM
pays the annual fees and incurs the expenditures necessary to keep 146 mining
claims in good standing.

      Geology

      The deposit represents a classic Archean vein-type deposit with
gold-copper mineralization hosted by quartz veining within three laterally
continuous shear systems. In the mine area, the rocks consist predominantly of
mafic lavas intruded by gabbro sills and feldspar porphyry dykes. The intrusives
appear to have been introduced along a prominent east-west break structure. The
gabbro sills which are

                                       15
moderately magnetic are traceable over widths of 400 to 600 feet and for at
least thirty miles along strike. Many late diabase dykes of varying thicknesses
crosscut the sequence and strike northeast.

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

      Exploration on the 2575 level, initiated in the fall of 1998, encountered
positive results approximately 1000 feet east of the shaft and led to the
discovery of a new zone situated north of the Main Vein. At present, it is
thought that the mineralization of the new ore zone is spatially and genetically
related to a large quartz-feldspar porphyry dyke. There are two limbs of
high-grade ore mineralization that occur at the northern and southern contacts
between the porphyry dyke and a sheared gabbro. During 1999, definition drilling
confirmed a stoping unit containing 118,000 tons grading 0.317 ounces per ton on
the 2575 level that was in part mined in 2000. In addition, definition drilling
appears to confirm the extension of the zone in the hanging wall of the Main
Zone between the 2750 and 3100 levels. Definition drilling will be continuing in
order to confirm grade and potentially wider zones in this area.

      Mineral Reserves and Resources

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

      The following table summarises undiluted mineral reserves and resources
estimated by management and calculated at December 31, 2001 and 2000 on the
basis of a gold price of US$280 per ounce, and at December 31, 1999 on the basis
of a gold price of US$300 per ounce. The mineral reserves at December 31, 2000
were confirmed, with limited independent sampling and testing, by Met-Chem
Canada Inc., independent geological and mining consultants, in a report to
Campbell dated April 12, 2001.
Mineral Reserves

                              December 31, 2001     December 31, 2000     December 31, 1999

                                          Grade                 Grade                 Grade
                              Tons      (oz./ton)    Tons     (oz/ton)     Tons     (oz/ton)
Proven                       236,200      0.286    236,200      0.286    179,924      0.269
Probable                      91,500      0.350     91,500      0.350    121,945      0.295
                             -------      -----     ------      -----    -------      -----
Total                        327,700      0.304    327,700      0.304    301,869      0.280
                             =======      =====    =======      =====    =======      =====
16
Mineral Resources (excluding reserves)
                                December 31, 2001 and 2000
Grade                Grade
                                        Tons           (Au oz/ton)            (Cu %)
                                    --------------  -----------------    ------------------
Measured                                  215,000         0.349                0.34
Indicated                               1,080,000         0.319                0.28
Notes:

1.    These estimates were verified internally by Linda Desjardins, a Qualified
      Person who has been employed as a geologist in the Chibougamau area since
      1988.

2.    Details and parameters of mineral resource calculations at December 31,
      2000 and 2001.
Calculation method                                              Data bloc modelling
     Cut off grade                                                      0.175 oz Au/T
     High-grade cut (Cu)/(Au)                                            NA / 2.0 oz
     Dilution                                                      5 ft. min. horz. Width
     Mill recovery(Cu)/ (Au)                                              98% / 94%
     Price assumption (Au Cu)                                            US$ 280/ oz
     Exchange rate Can $/ US$                                               0.65
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. Reserves increased on a net
basis during 2000 because access to the mineralization below the 2350 level was
achieved on completion of development. Also a six-foot width was again used
under the 2001 Plan based on operating experience during 2000. The increase in
tonnage and increase in grade at December 31, 2000 reflected the assumption of
six foot mining widths compared to five foot mining widths in the previous year
and the reduction in the assumed gold price from US$300 to US$280 per ounce.

      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 provides for a long-term development program extending over a 30-month
period to provide for a production period of four and a half years. The total
program involves 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.

                                       17
The 2001 Plan also assumes that an initial $5 million exploration program
be undertaken on the Main Vein and on the West Zone to provide 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 initially expected to be 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 with total operating costs of approximately $95.00 per ton.

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

      West Zone

      In addition to ore from the Main and South Veins, which are situated east
of the production shaft, the prior mine plan included some initial production
from the West Zone between the 1650 and 1825 levels of the mine. By mid-1999,
results from the West Zone were disappointing with the grade being inconsistent
and lower than expected. As a consequence, development in the West Zone was
suspended. As part of the 2001 Plan, an exploration drift to the West at the
2925 foot level is proposed. Six twenty-five foot bases, five hundred feet apart
will allow drilling coverage from levels 2350 to 3450 on a lateral length of
2800 feet. The South Vein, situated between the exploration drift and the target
zone, would also be 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.

      Mining

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

      The 2001 Plan calls for the use of a combination of long hole, cut and
fill and Alimak mining methods. The long hole method, estimated to comprise
approximately 68%, will be used in the Main and North Zones with three sub
levels that would limit hole lengths to 15 to 18 metres and control the size of
work site openings. This approach should provide better ground conditions and
thereby control dilution. In the South Vein where ground conditions are more
difficult, the cut and fill method is proposed for approximately 22% of the
mining with the Alimak method, comprising approximately 10%, to be used in
certain stopes. The Alimak method involves the use of an Alimak raise machine on
which miners are raised to work sites, complete their work and descend. This
method cuts down on the need for sub levels, provides more miner time at the
face of the stope or drift and can significantly reduce costs.

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

                                       18
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
                                        --------------------------------------
                                                                                      2001      2000(1)      1999(2)
                                                                                      ----      ----         ----
Tons Milled                                                                  N/A      138,000      267,000
          Gold Grade (oz./ton)                                                         N/A        0.208        0.204
          Copper Grade (%)                                                             N/A        0.220         0.22
          Gold Produced (ounces)                                                       N/A       26,300       51,300
          Copper Produced (000's lbs.)                                                 N/A          550        1,065
          Cash Operating Costs(3) (US$ per oz. of gold)                                N/A         $465         $292
Notes:

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

(2)   Mining operations, other than ore recovery, were temporarily suspended in
      September 1999. Milling ceased in November 1999.

(3)   Operating costs include all on-site mining, processing and administrative
      costs, net of copper and silver by-product credits

      Milling

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

      Employees

      At the Joe Mann Mine, under the 2001 Plan, approximately 150 employees
were gradually recalled beginning on October 22, 2001. Of this number 127
persons were employed as of December 31, 2001, compared to 266 persons as of
December 31, 2000 (including 257 persons on temporary layoff). Of the 127
employees, 107 mine workers were covered by a collective bargaining agreement
with Le Syndicat des Travailleurs-euses de la Mine Meston (CSN), 6 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

                                       19
Quebec (FIIQ). During 2001, 2000 and 1999, there were no material strikes or
walkouts at the Joe Mann Mine.

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

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

      Net Smelter Royalty

      In May 1993, Meston sold a graduated net smelter return royalty to
Repadre, a subsidiary of Dundee Bancorp Inc., for $3 million cash. The royalty,
based on production from the Joe Mann Mine, is 1.8% at gold prices up to $512
per ounce increasing to 3.6% at gold prices of $625 per ounce and greater. A 2%
royalty is also payable on copper production in excess of 5 million pounds per
year and silver production in excess of one million ounces per year. For the
year ended December 31, 2000, $187,250 was paid to Repadre under this agreement
compared to $366,000 paid for the year ended December 31, 1999. Since inception
in May 1993, an aggregate of approximately $4,048,000 has been paid pursuant to
this royalty. On June 30, 2001 Campbell issued 800,000 Common Shares to Repadre
pursuant to the Merger in exchange for the reduction of this royalty to 1.5% at
a gold price of US$325 ($494), 1.75% at a gold price of US$350 ($535) and 2% at
a gold price of US$375 ($570) or higher. This amended royalty is payable up to a
maximum of $500,000, after payment of which, the royalty will reduce to 1%
payable thereafter so long as the gold price is at least US$350 ($535).

      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 the first financial guarantee in the amount of
$22,050 was posted on March 3, 2000. 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

                                       20
currently estimates that the maximum annual financial guarantees will range from
$154,000 in the first year to $1,871,000 in the fourth year for an aggregate of
$3,517,500. $5,700,000 is currently accrued for the cost of completing the work
contemplated under the rehabilitation plans for both the Joe Mann Mine site and
the Campbell Mill site. It is expected that this cost will be partially offset
by the salvage value of plant and equipment. A significant portion of this work
is to be completed over the life of the mine and as a consequence is not
anticipated to have a material effect on Campbell's financial condition. On an
ongoing basis, environmental compliance costs are not material at the Joe Mann
Mine.

Mineral Exploration Properties

      Chibougamau Exploration Properties

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

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

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

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

      From the inception of the program in 1992 to December 31,1997, SOQUEM had
spent approximately $2,548,000 on the Meston property and $2,431,000 on the
Chibougamau properties. To December 31, 2000, SOQUEM had incurred additional
expenditures under the amendments of $200,000

                                       21
on the Meston properties and $220,000 on the Chibougamau properties since the
effective date of the 1997 amendments. Campbell is not responsible for sharing
expenditures with respect to the referenced properties.

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

Business of MSV

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

The Copper Rand Mine

      Location and Title

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

      History

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

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

      In February 1997, MSV announced the closing of the Portage Mine for
September of that year due to the depletion of ore reserves. Concurrently, MSV
announced that operations at the Copper Rand Mine would be suspended in October
1997 to enable the eventual development of the Copper Rand 5000 project

                                       22
(the "Project"). In August 1997, MSV confirmed that the feasibility study on the
Project was positive and MSV would begin discussions to secure financing for the
eventual development of the Project.

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

      In December 1999, MSV announced the creation of a new company, Corporation
Copper Rand Inc. ("CCR") for the purpose of financing the Project. The three
partners in this project are the Solidarity Fund QFL, SDBJ and SOQUEM INC. who
will each hold 28% of the capital. MSV will act as operator in this project and
hold a 16% participation in the CCR. SDBJ, a Quebec government-owned
economy-based corporation, has the mission to further the development of natural
resources of the James Bay territory other than hydroelectrical resources within
a perspective of sustainable development. SOQUEM INC. is a division of SGF
Mineral inc., which is a subsidiary of the 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-completed operation with
partners and in accordance with accepted requirements of profitability, in
particular in the industrial sector.

      Copper Rand 5000 Project Financing

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

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

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

                                       23
Proposal to Creditors

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

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

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

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

      Principal Characteristics of Convertible Debentures

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

      Beginning on the first anniversary, the debentures are convertible at the
MSV's option at a conversion price equal to the average closing price of
Campbell's Common Shares over the 20 trading days prior to conversion, on
condition that the average closing prices of the Campbell's Common Shares at the

                                       24
date of conversion over the 20 trading days prior to that date is at least equal
to or greater than twice the adjusted conversion price under the terms of the
debenture. Pursuant to exercise of its conversion rights, MSV can only convert
debentures up to a maximum of the lesser of 25% of the number of Campbell Common
Shares that are issued and outstanding on such date and 40% of the trading
volume of the Campbell Common Shares on The Toronto Stock Exchange over the six
month period prior to conversion. The terms of the debentures also provide for a
6 month waiting period between the conversion of any debenture by MSV and
provide for an escalation in the conversion price of $1.025 for each US $10
increase in the price of gold above US $350 up to a maximum escalation of $1.64.
MSV shall exercise its rights of conversion on a pro-rata basis between the
Parties.

      Other Aspects of the Financing

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

      Dilution and Control

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

      The closing of the financing of the Project including the loan provided by
Investissement-Quebec occurred on March 26, 2001.

      Geology

      The Copper Rand Property 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.

                                       25
The mineralization within the alteration corridors usually takes the form
of sulfide lenses (generally 10 to 30%) composed principally of pyrite and
chalcopyrite with occasional (1 to 5%) pyrhotite and small quantities of
sphalerite and galena. The ore gangue (70 to 90%) is composed essentially of
chlorite, quartz and carbonates. The relative distribution of these three
components of the gangue varies, although generally carbonates represent on the
average 15 to 20% of the gangue.

      Mineral Resources

      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 $/ U$                                            0.66
Mining

      Work on the deepening of the No. 4 Shaft at Copper Rand commenced in
August 2001 and is expected to be completed in the second quarter of 2002 with
work on the decline ramp to reach the ore body, scheduled to begin in July 2002.
Production start-up is scheduled for the third quarter of 2003.

      Since the temporary shutdown of operations in October 1997, MSV has
maintained a skeleton staff of approximately 10 employees to ensure the mine is
kept dry and maintain the upkeep of the site's infrastructures.

      In the fall of 1998 and winter of 1999, MSV proceeded with the
rehabilitation of the No. 4 Shaft. This work was required before proceeding to
Project and the necessary funds were advanced by the SDBJ. During this same
period, MSV revised the August 1997 feasibility study. Sinking of the No. 4
Shaft at the Copper Rand Mine will go to level 4235 instead of 5235 and a
haulage drift at the 5000 level will be replaced by an inclined gallery, with
conveyor, to join level 3970 of shaft #4. All other underground infrastructures
and the mining method remain unchanged. Construction and development time
required for the project was reduced from 33 to 22 months. A second development
phase will be required 12 months

                                       26
into production in order to reach the 5000 level by completing the inclined
gallery between levels 4560 and 5000. Work on deepening the No. 4 Shaft is
expected to commence by August 2001.

      For the Project, the sublevel open stoping with paste backfill mining
method has been selected. The mineralized zone is divided into stopes that will
be mined alternately with a backfill cycle. The spacing between sublevels is 80
feet from floor to floor, which is supported by a Golder Associates rock
mechanics study. Alternating stopes are opened over a horizontal distance of 60
feet. Production takes place on each sublevel. The sublevels are accessed by
secondary ramps that start at levels 4560 and 5030 and end at level 4030.

      The mining method is mechanized, which minimizes the personnel required
for the operation. Down-the-holes drills are presently used. The 3 7/8" 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.

Copper Rand Mill

      General

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

      Milling

      The Copper Rand concentrator has a rated capacity of 3,000 tons per day.
The mill process includes two separate circuits: a flotation circuit and a
gravity circuit. Gold recovered from the gravity circuit is melted on site and
the 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

      MSV and Westminer created an environmental fund of $4.3 million to provide
for the ultimate restoration and rehabilitation of the mining sites. Westminer
contributed $2.4 million to this fund and Societe de developement de la Baie
James ("SDBJ") indemnified Westminer against any future environmental
liabilities related thereto. MSV Restoration Inc. is a single purpose
wholly-owned subsidiary set up to carry out the site rehabilitation and
restoration work of the properties acquired from Westminer Canada Limited by
MSV.

      Tailings and Waste Disposal

      Tailings are disposed of in MSV's tailings pond which meets all
environmental requirements. The current disposal site has been used since 1974
exclusively for tailings generated from the Copper Rand, Portage and Eastmain
Mines. Tailing disposal sites have been extensively examined and tested during
the course of the preparation of MSV's application for operating permits filed
with the Ministry of the Environment (Quebec) and are regularly tested in
accordance with existing environmental standards. Tailing disposal sites meet
all existing environmental requirements and standards. Waste rock from the

                                       27
Copper Rand Mine that cannot be dumped underground is hoisted to surface and
stored in a 240 ton bin adjacent to shaft #4 before being transferred to a waste
dump located south of the shaft.

      Royalties

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

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

Corner Bay

      Location and Title

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

      History

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

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

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

                                       28
In October 1994, MSV and Cache Explorations Inc. ("Cache") jointly
acquired the Corner Bay "Inner Block" Property ("Inner Block") from Corner Bay
Minerals Inc. ("Corner Bay") and SOQUEM in consideration of the payment of
certain royalties. In order to earn this interest, MSV undertook to invest $8
million to bring the deposit into production, to provide technical support and
to mill the ore at cost. In October 1995, MSV acquired the remaining 45%
interest when it merged with Cache. In December 1997, MSV renegotiated an
agreement with Corner Bay Minerals Inc. and SOQUEM INC. modifying the earlier
agreement of October 14, 1994 regarding the acquisition of the Corner Bay
Property. Under the new agreement, MSV acquired the property for a total
consideration of $1,560,500, part of which was payable in cash with the balance
payable in common shares. These obligations of MSV were discharged in 2001 as
part of MSV's proposal to Creditors discussed above (See page 24 under The
Copper Rand Mine). As additional continuing consideration, MSV will pay the 2%
net smelter royalty described below.

      MSV had planned to begin developing the Corner Bay "Inner Block" Property
in the second half of 1996 by driving a ramp from surface to a final depth of
-340 m. Because of a drop in copper prices at the end of the first half of 1996,
management postponed this development.

      Geology

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

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

      Mineral Resources

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

                                       29
Grade
                                                Tons                      (Cu%)
                                       -----------------------    -----------------------
Inferred                    749,900                      6.33
                  Indicated                   101,000                      7.00
NOTES

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

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

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

The Eastmain Mine

      Location and Title

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

      History

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

      Between 1983 and 1985, additional exploration work was done by Placer
Development Ltd. consisting of electromagnetic surveys, geophysical surveys, a
geological survey and a drilling program totalling 91 drill holes. In 1986, 25
holes were also drilled. In 1987 as part of the joint venture between Placer
Dome Inc. and MSV, $9 million was expended on exploration work on the Property,
including 33

                                       30
drill holes, and an underground exploration program was carried out on the A
Zone. In 1988 and 1989, MSV continued to conduct exploration work on the
Property through a drilling program of 155 drill holes and detailed geological
surveys. In total, more than 345 drill holes comprising 62,300 metres have been
drilled on the property. In Addition, 1,158 metres of underground exploration
drifts have been driven, and extensive geophysical work has been carried out on
the Property.

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

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

      Geology

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

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

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

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

                                       31
Both zones have a roughly tubular shape and are continuous both down-dip
and along strike. The A Zone appears to be one continuous ore horizon that
displays a steep rake to the northeast which pinches and swells both along
strike and down-dip. It has an average thickness of 2.3 metres, a strike length
of

approximately 100 metres and has been intersected in drill core to 580 m
down-dip. The B Zone has a similar geometry except that it can be divided in
five lenses with the largest one having a length of 200 metres, a down-dip
extent of 480 metres and an average width of 3 metres.

      Mineral Resources

      As at December 31, 2000, the Eastmain Mine had the following mineral
resources as confirmed, without independent sampling and testing and without
site visit, nor core examination, by Met-Chem Canada Inc. independent geological
and mining consultant in a report to MSV dated April 12, 2001:
Grade
                                                    Tons            (Au oz/ton)
Measured                       125,100                  0.265
                  Indicated                      786,600                  0.294
Notes:

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

2.    Details and parameters of mineral resource calculations
Calculation method                                          Bloc / horizontal. Long sect.
     ------------------                                          -----------------------------
Cut off grade                                                       0.126 oz Au/T
     High-grade cut (Cu)/(Au)                                            None / 2.0 oz
     Dilution                                                                28 %
     Mill recovery(Cu)/ (Au)                                              N.A. / 90%
     Price assumption (Au Cu)                                             US$ 375/ oz
     Exchange rate Can $/ US$                                                0.70
Surface Infrastructure

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

      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.

      Since pre-production came to a halt, the site has been deserted and the
mine flooded. The camp can accommodate exploration teams with little
preparation.

                                       32
Mining

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

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

      Royalties

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

Cedar Bay

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

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

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

      The Cedar Bay Property was acquired by MSV to permit continued mining of
the mineralized zones at Copper Rand that continue at depth. In 1993 and 1994,
MSV conducted an exploration program on the Property from the underground
workings of the Copper Rand Mine in order to define a mineralized zone of
sufficient size and quality to justify its reopening. Encouraging results from
this program point to the presence of several mineralized zones with
economically viable gold and copper grades between the 3200 and 3840 levels
directly underneath the last operating levels. These mineralized zones could
eventually be developed after the Copper Rand 5000 project has been put into
production. The surface installations were

                                       33
dismantled in the spring of 1997. The Cedar Bay Property has good exploration
potential and is now part of the Copper Rand 5000 Project, It was transferred to
CCR in which MSV holds a 26 % interest.

Exploration Properties

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

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

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

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

Business of GeoNova

      The activities of GeoNova consist mainly of 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.

      In August 2000, GeoNova announced an initial agreement for the acquisition
of all the interests and mining rights owned by Corporation Ced-Or in the
Bachelor Lake property. The acquisition of the Bachelor Lake is part of a
long-term strategy that should allow GeoNova to develop, in addition to its

                                       34
Bachelor Lake Property, its Discovery Project, located 125 kilometres to the
west of the Bachelor Lake mill. In addition, the Bachelor Lake mill could be
used as a regional mill, allowing either acquisition of or custom milling for
other deposits in a 100-150kilometre radius.

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

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

Discovery Project

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

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

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

                                       35
In April 1994, GeoNova entered into an option agreement with 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.

      Location, Access and Ownership

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

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

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

      Geology

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

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

      The Taibi Group and the Vezza-Bruneau Sequence host numerous polymetallic
and gold occurrences and deposits. Almost all the deposits are associated with
the Casa-Berardi and Douay-Cameron deformation corridors, which lie at the
contact of the Cartwright volcanics and the Taibi sediments. The gold is
generally associated with quartz-Fe carbonate veins and veinlets encased in the
shear zones associated with intrusive and volcanic mafic rocks. The gold-bearing
zones are generally folded and

                                       36
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.

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

      Metallurgical Testing

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

                                       37
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 and GeoNova dated November 13,
1995 and amended April 30, 1999, October 15, 1999 and November 30, 2000 GeoNova
may acquire 100% of Inmet's interest in these claim blocks in consideration for
work and a feasibility study completed by December 31, 2003. Upon completion of
the study, Inmet may re-acquire a 50% interest by reimbursing 100% of the
expenses incurred by GeoNova. In addition, on the Dolbo block, pursuant to an
agreement between Cambior Inc. and GeoNova dated July 21, 1997 and amended
November 27, 1997, October 15, 1999 and November 27, 2000, GeoNova may acquire
100% of Cambior's interest in consideration of work. These blocks are subject to
royalties of up to 3% NSR with, in some cases, an additional NPI of 7.5 to 10%.

      In November 2000, GeoNova renegotiated the terms of this agreement and
obtained the postponement of all of its obligations under the terms of the
option in consideration of the issuance of 250,000 additional shares to Inmet
Mining Corporation.

      Location, Access and Ownership

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

      Geology

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

                                       38
During the period from 1985 to 1994, Inmet carried out grass roots
exploration including line cutting, stripping and geological and geophysical
surveys and approximately 49,000 metres of diamond drilling in 160 holes. From
1996 to 1998, GeoNova drilled and additional 23,000 metres in 70 holes.

      Mineral Resources

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

The Bachelor Lake Property

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

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

      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 through an NSR on ore from
the Bachelor Lake deposit or on ore from other deposits controlled by GeoNova
and processed at the Bachelor Lake mill . The GeoNova Shares are subject to
escrow as discussed elsewhere in this Proxy Circular. The NSR ranges from 0.25%
to 2.00%, depending on the origin of the ore and the gold price.

      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.

                                       39
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 51
claims and one mining concession for a total area of 1,839.69 hectares in
Lesueur Township in Quebec's Abitibi region. GeoNova owns a 100% undivided
interest acquired from Corporation Ced-Or pursuant to a purchase and sales
agreement dated March 30, 2001.

      Geology

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

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

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

      Mineral Resources

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

                                       40
Berthiaume Syndicate

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

      Property, Location and Access

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

                                       41
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 30km northwest of Rouyn-Noranda, Quebec. In December 1999,
GeoNova granted Soquem Inc. an option to acquire an interest in this property.
Soquem Inc. 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 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 Inc. has an option on the property pursuant to an agreement dated
May 23, 2000 as amended June 1, 2000. This agreement allows SOQUEM to acquire an
initial 50% undivided interest in the property in consideration of $225,000 in
exploration work carried out by July 31, 2002. Once this interest is acquired,
SOQUEM may choose to form a 50-50 joint venture with 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.

      Location, Access and Ownership

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

      Geology

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

      The Pitt property contains numerous gold-bearing structures, subsidiary to
the Destor-Porcupine fault to the north, the most important of which are the
"Stinger zone" and the "Pitt South zone". These are characterised by altered
shear and/or brecciated zones that contain quartz-carbonate veining and
sulphides, and they are in or at the contacts of the quartz-feldspar porphyries.
The sulphides present are mainly pyrite with some small concentrations of
chalcopyrite, galena and sphalerite. Fine grains of gold are often seen in the
mineralized zones. After compiling old data and conducting some grass-roots
work, Santa Fe Canada carried out a drill program consisting of 28

                                       42
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

      Fiscal 2001 represented a new beginning for Campbell Resources Inc. In the
previous fiscal year, the Company announced its decision to focus on its mining
properties in Quebec, to find a buyer for its Santa Gertrudis Mine in Mexico and
to sell its investment in the Cerro Quema property in Panama. This strategic
decision was based on a review of its foreign properties in terms of current
value and opportunities, metal prices, general economic conditions and the
Company's financial situation. During the last quarter of fiscal 2000, the
Company wrote down the carrying value of its properties by $45.7 million.

      In fiscal 2001, the Company concluded an agreement to merge with MSV
Resources Inc. and GeoNova Exploration Inc. MSV Resources owns a number of
properties in the Chibougamau mining camp including the Corner Bay Project, a
26% interest in the Copper Rand and Cedar Bay gold and copper mines, and the
Copper Rand concentrator. GeoNova Explorations Inc. owns the Bachelor Lake Mine
and concentrator, the Discovery Project (Desjardins and Borduas-Martel
properties) in the region of Lebelsur-Quevillon, as well as an option on the
Chevrier Project in the Chibougamau mining camp.

      With the combination of these properties, Campbell owns significant
mineral reserves and resources as well as three of the four concentrators within
a radius of 225 kilometres (140 miles) from Chibougamau. On June 30, 2001,
Campbell acquired the other two companies by issuing 14,810,000 common shares
for a total consideration of $11,966,000. A breakdown of the assets acquired
from these two companies and debt assumed is provided in Note 3 of the financial
statements. The Company's balance sheet at December 31, 2001 reflects the
acquired assets and assumed debt of the two companies, as well as their
operations, deficits and cash flows for the period from June 30 to December 31,
2001.

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

      During fiscal 2001, the Company entered into an option agreement to sell
its Mexican subsidiary, Oro de Sotula, S.A. de C.V., which was exercised
effective January 31, 2002.The Company may receive up to US$2 million depending
on future events plus a 1% net smelter return royalty as outlined in Note 20 of
the financial statements.

      Following  the suspension of operations in November 2000 and a review of
the Joe Mann Mine that commenced in December 2000 and included an analysis of
its mineral resources and reserves, the decision was taken to proceed with a
four-month development program and a seventeen-month exploration program.
Progress on these programs, which began in November 2001, will enable the
Company to gradually resume mining operations following the mine plan
established in the summer of 2001. A total investment of $10 million is required
to carry out these programs. A subsidy of $1 million was received from the
Ministere de l'Energie et des Ressources of the

                                       43
Province of Quebec covering the period up to March 31, 2002, representing 50% of
the exploration program. A request for an additional subsidy of the same amount
has been submitted to cover expenditures during the period from April 1, 2002 to
March 31, 2003. Approval of this additional subsidy is pending. A $4 million
operating line is available from Investissement Quebec that will be used to fund
these programs. The Company has also committed to invest $4 million from its
working capital and other cash receipts during the fourth quarter of 2001.

Results of Operations

      Campbell recorded a loss of $4.4 million, or $0.18 per share, for the
fiscal year ended December 31, 2001, compared with a loss of $41.9 million, or
$2.66 per share in 2000 and a loss of $11.8 million, or $0.75 per share in 1999.
The losses for the preceding periods were restated to reflect changes in the
accounting policy regarding the depreciation and depletion of mining interests.
The losses were reduced by $21.7 million and $2.4 million respectively for the
years ended December 31, 2000 and 1999. The loss for the recent fiscal year
includes $2.2 million for site maintenance compared to $0.4 million in 2000 and
$1.6 million in 1999 and $2.1 million for administration compared to $2.6
million for 2000 and $2.9 million for 1999. Since fiscal 2001 was a year of
restructuring with no mining operations, there was no revenue from metal sales.

Liquidity and Capital Resources

      During fiscal 2001, the Company raised $0.5 million through the completion
of a private placement of 1.2 million shares and a warrant for the purchase of
an additional 1.2 million shares at $0.49 per share. This warrant was exercised
during the first quarter of 2002.

      The Company also sold a royalty on future production at the Joe Mann Mine
and Corner Bay Project in return for gross cash proceeds of $1.0 million and
promissory notes of $1.0 million maturing on February 2, 2002, $0.6 million
maturing on February 2, 2003, and $11.7 million maturing on December 31, 2011.
These notes carry an annual interest rate of 6.25%. The royalty is payable as
follows: $8 per ton of ore in 2002 and 2003, $14 in 2004, and $35 from January
1, 2005 onwards, until such time that the net royalties payable, with interest
compounding at 10% per year, exceed the value of all the notes paid between the
initial and final expiry dates compounded at 10% annually. When this value is
exceeded, an amount of $1.50 will be paid per ton of ore. The Company has the
right to repurchase the royalty units at fair market value, at any time after
July 1, 2007.

      The 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.

      Operating activities used $0.8 million in cash and cash equivalents in
2001 compared with $13.8 million in 2000 and $10.2 million in 1999. The net
change in non-cash operating working capital acquired on the acquisition of MSV
Resources Inc. and GeoNova Explorations Inc. was $2.0 million at June 30, 2001.

      At December 31, 2001, total assets amounted to $110.3 million compared
with $78.0 million at December 31, 2000. The increase is attributed to the
assets acquired from GeoNova Explorations Inc.

                                       44
and MSV Resources Inc. (including the 26% investment in Copper Rand Corporation
Inc., the owner of the Copper Rand and Cedar Bay Mines ($6.5 million), and $8.0
million in capital assets and mining properties), the proceeds of $14.3 million
from the royalty sale and $1.8 million in exploration and development work
carried out at Joe Mann Mine.

      On March 28, 2002, the Company announced that it had retained two Canadian
investment dealers to raise up to a maximum of $5,500,000 on a best efforts
basis by way of private placement. The private placement will consist of up to
9,230,770 units at $0.60 per unit. It is expected to close on May 15, 2002
following approval by shareholders expected to be given at the Annual and
Special Meeting to be held on May 14, 2002. Each unit will consist of one common
share and a 1/2 share purchase warrant. Each whole share purchase warrant is
exercisable for one common share at $0.80 per share for one year from the date
of closing of the private placement.

Outlook

      All the labour agreements were renewed during the last quarter of 2001 for
a minimum period of three years. Production employees at the Joe Mann Mine
accepted reductions in salary linked to the variation in the price of gold. The
Company also negotiated cost reductions with service providers. The change in
mining method as well as synergies from the merger of the three companies should
result in a significant reduction in operating costs. The Company expects to
produce gold at a cash operating cost of US$200 per ounce in 2002. Production at
the Joe Mann Mine began at the end of the first quarter of 2002, with expected
yields of 56,600 ounces of gold and 1.2 million pounds of copper in 2002.

      At the Copper Rand Mine, the deepening of the existing shaft should be
completed during the second quarter of 2002 and the decline ramp of 3800 feet
completed in the first quarter of 2003. Mining is expected to resume in the
third quarter of 2003.

      With the financing for these two mines now in place and activities under
way, and with the additional financing discussed above, the Company expects to
next develop the Corner Bay Project. This property, which is located between the
Joe Mann and Copper Rand Mines, would optimize milling operations. Management
expects development of the Corner Bay Project, which requires an investment of
$5 million, to commence in the fall of 2002. With the objective of optimizing
the profitability of its operations in the Chibougamau mining camp, the Company
completed an airborne geophysical survey of its properties in the area during
the first quarter of 2002 using a new deeper penetrating technology (MEGATEM).
Survey results should be available during the second quarter. In addition,
Campbell has put a multi-disciplinary team in place to identify and evaluate new
projects that meet the selection criteria of the Company's new strategy.

      The primary objective of the Company is to strengthen its competitive
position in the market, while taking a prudent approach to its balance sheet and
ensuring long-term value for its shareholders.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS

      The following table sets forth, certain information concerning the
directors of the Corporation, each of whom has been nominated for re-election at
the Annual and Special Meeting of Shareholders scheduled to be held on May 14,
2002, including their beneficial ownership of Common Shares as of March 28,
2002. Directors are elected annually to serve until the next annual meeting or
until

                                       45
their respective successors have been duly elected or appointed. Unless
otherwise indicated, each nominee holds sole voting and investment power over
his shares.
Number of
Name & Municipality           Principal Occupation                                    Director              Common       Percent
Of Residence                  And Business Experience                                 Since        Age      Shares       of Class
------------                  -----------------------                                 -----        ---      ------       --------
Louis Archambault+            President, Groupe Conseil Entraco Inc.,                 2001         51           Nil(1)      --
Montreal, Quebec              Montreal, Quebec, environmental
                              consulting firm.

Michel Blouin#                Partner, Lavery de Billy, Montreal,                     2000         60           Nil(2)      --
Montreal, Quebec              Quebec, law firm; Director of Corner
                              Bay Silver Inc., Melkior Resources Inc.,
                              Jilbey Enterprises Ltd. and Slam
                              Exploration Ltd., exploration companies.

Graham G. Clow+               Mining Engineer; Principal, Roscoe Postle               1996         52           250(3)       *
Toronto, Ontario              Associates Inc., Toronto, Ontario,
                              geological and mining consultants; prior
                              to May 2001, President & Chief Executive
                              Officer, Manhattan Minerals Corp.,
                              Vancouver, BC; prior to June 1998, Senior
                              Vice President, Operations, Breakwater
                              Resources Ltd., President, CanZinco Ltd.,
                              Toronto, Ontario; mining companies.

Andre Y. Fortier@             President and Chief Executive Officer of                2000         61       161,941(4)       *
Montreal, Quebec              Campbell; prior to June 2001, Chairman and
                              Chief Executive Officer of MSV Resources Inc.,
                              President and Chief Executive Officer of GeoNova
                              Explorations Inc.; Director of Mazarin Mining
                              Corporation, Montreal, Quebec, and
                              Southern Africa Corporation, Toronto, Ontario,
                              mining and exploration companies; Chairman of the
                              Board of Conseil du Patronat, Montreal,
                              Quebec; Quebec employers' association.

James C.                      Chairman of Campbell; Partner and Past                  1993         64         7,500(5)       *
McCartney Q.C. @++            Chairman, McCarthy Tetrault LLP, Toronto,
Toronto, Ontario              Ontario; law firm.
46
Number of
Name & Municipality           Principal Occupation                                    Director              Common       Percent
Of Residence                  And Business Experience                                 Since        Age      Shares       of Class
------------                  -----------------------                                 -----        ---      ------       --------
Donald R. Murphy#++           Consultant; President of McKenzie Bay                   1987         58         2,000(6)       *
Rouyn/Noranda, Quebec         Resources Ltd.; Vice President of McKenzie
                              Bay International Ltd., Chairman of
                              Expert-Conseil Dermond Inc. and Ptarmigan
                              Off-Grid System Inc., prior to May, 1999,
                              President, Societe de developpement de la
                              Baie James, Matagami, Quebec,
                              government-owned corporation; Director of
                              Arca Explorations Inc. and Maude Lake
                              Exploration Limited, Montreal,
                              Quebec; exploration company.

Gaetan Piche+                 Representative, United Steelworkers of                  2001         46           Nil(1)      --
Chicoutimi, Quebec            America.

G. E. "Kurt" Pralle#++        Mining and Metallurgical Consultant.                    1993         67        10,000(7)       *
Ramsey, New Jersey

James D. Raymond@             Private Investor; Chairman and Director of              1979         76         1,000(8)       *
Montreal, Quebec              Canadian 88 Energy Corporation, Calgary,
                              Alberta, oil and gas company.
Notes:

(1)   Excludes 47,500 Common Shares subject to option

(2)   Excludes 55,000 Common Shares subject to option.

(3)   Excludes 75,000 Common Shares subject to option.

(4)   Excludes 300,000 Common Shares subject to option.

(5)   Excludes 140,000 Common Shares subject to option.

(6)   Includes 2,000 Common Shares held by Mr. Murphy's wife. Excludes 112,250
      Common Shares subject to option.

(7)   Excludes 85,000 Common Shares subject to option.

(8)   Excludes 95,000 Common Shares subject to option.

*     Less than 1% of the outstanding Common Shares.

@     Member of Executive Committee

#     Member of Audit Committee (See "Board Practices" on pages 58 and 59 for
      Audit Committee terms of reference.

++    Member of Compensation Committee

+     Member of Environmental Committee

                                       47
SENIOR MANAGEMENT

      The following table shows certain information with respect to the
executive and other officers of the Corporation
Year
                                                                          appointed to    Other Positions and
Name                               Office                                    Office       Business Experience          Age
----                               ------                                    ------       -------------------          ---
Andre Y. Fortier                   President and Chief Executive              2000        Business Executive           61
                                   Officer of the Corporation

Claude Begin                       Executive Vice President & Chief           2001        Mining Engineer              55
                                   Operating Officer

Alain Blais                        Vice President, Development &              2001        Geologist                    46
                                   Geology

Lucie Brun                         Executive Vice President & Chief           2001        Chartered Accountant         44
                                   Administrative Officer

Lorna D. MacGillivray              Vice President, Secretary & General        1988        Lawyer                       50
                                   Counsel
As of March 28, 2002, the directors and officers of the Corporation as a
group beneficially owned 228,786 Common Shares representing approximately 0.7%
of the outstanding Common Shares excluding 1,382,250 Common Shares subject to
option. The information as to Common Shares beneficially owned or over which
control or direction is exercised, not being within the knowledge of the
Corporation, has been furnished by the respective directors and officers
individually.

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

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

COMPENSATION

      The following table sets forth information concerning the compensation
paid to the Corporation's Chief Executive Officer and its most highly paid
executive officers as required to be disclosed in accordance with applicable
Canadian securities regulations (the "Named Executive Officers") during the
Corporation's three financial years ended December 31, 2001, December 31, 2000
and December 31, 1999:

                                       48
SUMMARY COMPENSATION TABLE
Annual Compensation                          Long-Term Compensation
                                                                                 ----------------------------------
                                                                                         Awards            Payouts
------------------------------------------------------------------------------------------------------------------------------------
                             Year     Salary         Bonus          Other        Securities    Restricted     LTIP       All Other
Name and Principal                      ($)           ($)          Annual           Under      Shares or     Payouts   Compensation
    Position                                                    Compensation(3)   Options(#)   Restricted      ($)          ($)
                                                                     ($)                         Share
                                                                                                Units($)
------------------------------------------------------------------------------------------------------------------------------------
Andre Y. Fortier President   2001    172,961(1)         --           --           300,000                     --          65,000(4)
& Chief Executive Officer    2000     12,000(2)         --           --                --          --         --         133,504
                             1999         --            --           --                --          --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Claude Begin                 2001     88,846(5)(6)  15,573(4)        --           100,000          --         --          30,972(5)
Executive Vice President &   2000         --            --           --                --          --         --              --
Chief Operating Officer      1999         --            --           --                --          --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Alain Blais                  2001     88,654(6)     13,500(4)        --            87,500          --         --              --
Vice President,              2000         --            --           --                --          --         --              --
Development & Geology        1999         --            --           --                --          --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Lucie Brun                   2001    100,961(6)     13,500(4)        --           117,500          --         --              --
Executive Vice President &   2000         --            --           --                --          --         --              --
Chief Administrative         1999         --            --           --                --                     --              --
Officer
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray        2001    130,000(7)         --           --            65,000          --         --              --
Vice President,              2000    130,000            --           --                --          --         --              --
Secretary & General Counsel  1999    130,000            --           --            10,000(8)       --         --              --
------------------------------------------------------------------------------------------------------------------------------------
Notes:

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

(2)   Represents one-month's fee.

(3)   Perquisites and other personal benefits for the named executive officers
      did not exceed the lesser of $50,000 and 10% of total annual salary and
      bonus.

(4)   Amounts paid by MSV.

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

(6)   Includes amounts paid by MSV.

(7)   Since March 1, 2001, the Corporation received $4,500 per month from Zemex
      Corporation in payment for one third of Ms. MacGillivray's time spent on
      corporate secretarial and legal matters for Zemex, less charges for office
      space provided to the Corporation.

(8)   Adjusted to reflect May 2000 stock consolidation.

                                       49
Option/SAR Grants in Last Financial Year

      The following table sets forth information concerning the grants of
options and SARs during the financial year ended December 31, 2001:
% of Total                          Market Value of
                                                        Options/SARs       Exercise or    Securities Underlying
             Name               Securities Under    Granted to Employees    Base Price    Options/SARs on Date of
                                   Options ($)             in FY           ($/Security)             Grant           Expiration Date
                                                                               (3)
------------------------------------------------------------------------------------------------------------------------------------
Andre Y. Fortier                  132,500(1)&(3)             30.2%             $0.51                $0.51               15/08/2006
President & CEO                   100,000(2)&(3)                               $0.62                $0.62               30/01/2006
------------------------------------------------------------------------------------------------------------------------------------
Claude Begin                      100,000(2)                  13%              $0.51                $0.51               15/08/2006
Executive Vice President &
Chief Operating Officer
------------------------------------------------------------------------------------------------------------------------------------
Alain Blais                       37,500(1)                  11.4%             $0.51                $0.51               15/08/2006
Vice President, Development &     50,000(2)                                    $0.62                $0.62               30/01/2006
Geology
------------------------------------------------------------------------------------------------------------------------------------
Lucie Brun                        67,500(1)                  15.3%             $0.51                $0.51               15/08/2006
Executive Vice President &        50,000(2)                                    $0.62                $0.62               30/01/2006
Chief Administrative Officer
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray             15,000(1)                  8.5%              $0.51                $0.51               15/08/2006
Vice President, Secretary and     50,000(2)                                    $0.62                $0.62               30/01/2006
General Counsel
------------------------------------------------------------------------------------------------------------------------------------
Notes:

1)    These options were granted on August 8, 2001, for a term of 5 years. No
      SAR's were granted

2)    These options were granted on January 31, 2001, for a term of 5 years. No
      SAR's were granted.

3)    Excludes options to acquire 67,500 Common Shares granted during 2001 under
      the Directors' Stock Option Plan which are also for a 5 year term and are
      fully exercisable as to 20,000 at $0.62 per Common Shares and as to 47,500
      at $0.51 per Common Share.

Aggregated Option/SAR Exercises During the Most Recently Completed Financial
Year and Financial Yearend Option/SAR Values

The following table sets forth information concerning the exercise of options
during the financial year ended December 31, 2001 and the value at December 31,
2001 of unexercised in-the-money options held by each of the Named Executive
Officers:
Securities      Aggregate                                      Value of Unexercised
                                          Acquired on        Value         Unexercised Options at     in-the-Money Options/SARs at
                  Name                    Exercise (#)     Realized              FY-End (#)                    FY-End ($)
                                                              ($)         Exercisable/Unexercisable      Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
Andre Y. Fortier                               Nil            Nil              232,500/Nil(1)                    Nil/Nil
President & Chief Executive Officer
------------------------------------------------------------------------------------------------------------------------------------
Claude Begin                                   Nil            Nil               100,000/Nil                      Nil/Nil
Executive Vice President & Chief
Operating Officer
------------------------------------------------------------------------------------------------------------------------------------
Alain Blais                                    Nil            Nil                87,500/Nil                      Nil/Nil
Vice President, Development & Geology
------------------------------------------------------------------------------------------------------------------------------------
Lucie Brun                                     Nil            Nil               117,500/Nil                      Nil/Nil
Executive Vice President, & Chief
Administrative Officer
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray                          Nil            Nil               87,500/2,500                     Nil/Nil
Vice President,
Secretary & General Counsel
------------------------------------------------------------------------------------------------------------------------------------
Notes:

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

                                       50
Pension Plan

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

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

                                              Pension Plan Table
Years of Service
                             --------------------------------------------------------------------------------------
Remuneration                    15                 20                 25                  30                  35
-------------------------------------------------------------------------------------------------------------------
125,000                37,500             50,000             62,500               75,000              87,500

       150,000                45,000             60,000             75,000               90,000             105,000

       175,000                52,500             70,000             87,500              105,000             122,500

       200,000                60,000             80,000            100,000              120,000             140,000

       225,000                67,500             90,000            112,500              135,000             157,500

       250,000                75,000            100,000            125,000              150,000             175,000

       300,000                90,000            120,000            150,000              180,000             210,000

       400,000               120,000            160,000            200,000              240,000             280,000
As of December 31, 2001, none of the Named Executive Officers had any
credited service under the Pension Plan except Ms. MacGillivray who had 8.4
years of credited service.

Indebtedness of Directors and Officers

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

                                       51
Grant of Stock Options

      The following table sets forth the details regarding the grants of options
by the Corporation.
Market
                                                              Number of      Exercise       Value of
                                                               Common         Price         Common      Vesting Dates of
                                                               Shares          Per          Shares        Outstanding
                 Date of Grant          Expiry Date             Under         Common        on Date         Options
                 (mm/dd/yyyy)           (mm/dd/yyyy)           Option          Share        of Grant      (mm/dd/2001)
(a) Current and Past Named Executive Officers of Campbell, as a group

(5 persons)       August 15,2001          August 15, 2006      352,500          $0.51         $0.51      August 15, 2001

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

(1 person)       August 11, 1999          August 10, 2004       10,000          $4.30         $4.30            (1)

(1 person)       August 18, 1998          August 18, 2003       15,000          $4.40         $4.40            (1)

(b) Current and Past Directors of Campbell who are not listed under (a), as a group

(8 persons)       August 15,2001          August 15, 2006      522,250          $0.51         $0.51      August 15, 2001

(8 persons)      January 31,2001         January 31, 2006      180,000          $0.62         $0.62     January 31, 2001

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

(4 persons)      August 11, 1999          August 10, 2004       40,000          $4.30         $4.30            (2)

(6 persons)      August 18, 1998          August 18, 2003      130,000          $4.40         $4.40            (2)

(c) All other current and past employees of Campbell who are not listed under (a) or (b), as a group

(9 persons)       August 15,2001          August 15, 2006      136,250          $0.51         $0.51      August 15, 2001

(1 persons)      January 31,2001         January 31, 2006       50,000          $0.62         $0.62            (1)

(1 person)       August 11, 1999          August 10, 2004        2,500          $4.30         $4.30            (1)

(2 persons)      August 12, 1997          August 12, 2002       15,000          $7.10         $7.10            (1)

(d) All other current and past employees of Campbell's subsidiaries who are not listed under (a), (b) or (c), as a group

Nil

(e) Any other person or company (includes underwriters)

(1 company)     December 5, 2001         December 31 2003      100,000          $0.52         $0.48     December 5, 2001
Notes:

(1)   Options granted prior to 2001 under the Employee Incentive plan vested as
      to 25% immediately with a cumulative 25% vesting on each of the first
      three anniversaries of the date of grant.

(2)   All options under the Directors' Stock Option vest immediately.

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

                                       52
Employee Incentive Plan

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

Share Option Plan

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

      Free-standing "SARs" are not provided for under the Share Option Plan. The
options may, at the discretion of the Board of Directors or the Compensation
Committee, be accompanied by SARs which entitle the holder to elect to terminate
his or her options, in whole or in part and, in lieu of receiving the Common
Shares ("Option Shares") to which the terminated options relate, elect to
receive that number of Common Shares, disregarding fractions, which have a total
value equal to the product of the number of Option Shares times the difference
between the fair value (at the date of such election) and the option price per
share of the Option Shares, less any amount withheld on account of income taxes,
which income taxes will be remitted on the employee's behalf by the Corporation.
Only options granted prior to 2001, entitling three holders to acquire an
aggregate of 50,000 Common Shares are accompanied by SARs.

      During 2001, 572,500 options were granted under the Share Option Plan to
Named Executive Officers. These options are exercisable at $0.62 per share as to
352,500 options and at $0.51 as to 220,000 options and are fully exercisable.
Options to purchase 30,000 Common Shares were granted to an officer who is not a
Named Executive Officer exercisable at $0.62 per share as to 20,000 options and
at $0.51 as to 10,000 options. The options were granted for a term of five years
and are not accompanied by SARs. In addition, 136,250 options were granted under
the Share Option Plan to nine senior employees who are not Named Executive
Officers. These options are exercisable at $0.51 and are fully exercisable.

      As at December 31, 2001, a total of 818,750 Common Shares were issuable
upon exercise of options under the Share Option Plan including 627,500 Common
Shares issuable upon exercise of options held by five Named Executive Officers.
Such options are exercisable at exercise prices ranging from $0.51 to $4.40 per
share and expire between August 18, 2003 and August 15, 2006.

Share Purchase Plan

      The Share Purchase Plan is designed to encourage employees of the
Corporation to purchase Common Shares on a regular basis. Due to the economic
climate the Share Purchase Plan was temporarily suspended in 2001. With the
re-commencement of operations, the Share Purchase Plan will be offered to
employees beginning in the second quarter of 2002. Employees of the Corporation
who have been continuously employed by the Corporation for at least one year, or
less at the discretion of the

                                       53
Compensation Committee or the Board of Directors, are eligible each January 1 to
participate in the Share Purchase Plan. Each eligible employee may contribute up
to 5% of his or her basic salary to the Share Purchase Plan through monthly
deductions. On a quarterly basis, the Corporation will contribute an amount
equal to 50% of the employee's contributions to such date and each participating
employee will then be issued Common Shares having a value equal to the aggregate
amounts contributed by such employee and the Corporation.

Share Bonus Plan

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

Share Loan Plan

      The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the success
of the Corporation by assisting such persons to acquire shares of Campbell. The
Compensation Committee may in its discretion make loans to full time officers of
the Corporation. Such loans shall be subject to such terms and conditions
including rates of interest, if any, as the Compensation Committee may consider
appropriate. During 2001, no loans were granted and no loans are outstanding
under the Share Loan Plan.

Directors' Stock Option Plan

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

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

      At December 31, 2001, options to acquire an aggregate of 679,750 Common
Shares were outstanding under the Directors' Plan. No options were exercised
under the Directors' Plan, during 2001.

      On January 31, 2001, an aggregate of 180,000 options were granted under
the Directors' Plan. The options in part replaced 60,000 options that expired in
accordance with their terms on December 8, 2000.

                                       54
Each of the nine directors of the Corporation were granted options entitling the
holder to acquire 20,000 Common Shares, exercisable at Cdn$0.62 per share, the
Market Price. The options are fully exercisable and have a five-year term
expiring on January 30, 2006.

      On August 15, 2001, an aggregate of 372,250 options were granted under the
Directors' Plan. The options in part replaced 65,000 options that expired in
accordance with their terms on August 15, 2001 and are exercisable at Cdn$0.51
per share, the Market Price. The options are fully exercisable and have a
five-year term expiring on August 15, 2006.

Remuneration of Directors

      All directors of the Corporation receive an annual director's fee of
$4,000 and an attendance fee of $600 per meeting attended in person and $300 per
meeting attended by telephone and out-of-pocket expenses relating to attendance
at a board or committee meeting. The Corporation paid aggregate remuneration of
$71,410 to 8 incumbent directors in their capacities as such during the fiscal
period ended December 31, 2001. Mr. Fortier does not receive director's fees.
There are no directors' service contracts providing for benefits upon
termination.

      In 2001, the Corporation continued to engage the law firm McCarthy
Tetrault LLP of which James C. McCartney, Q.C., a director and chairman of the
Corporation, is a senior partner to provide legal advice to the Corporation. An
aggregate of $251,603 was paid to McCarthy Tetrault LLP for legal services in
2001. The Corporation also engaged the law firm Lavery deBilly of which Michel
Blouin, a director of the Corporation, is a senior partner, to provide legal
advice to the Corporation. An aggregate of $94,136 was paid to Lavery deBilly
for legal services in 2001.

Directors' and Officers' Liability Insurance

      In 2001, the Corporation purchased directors' and officers' liability
insurance with a liability limit of $20,000,000 for which the Corporation paid
an annual premium of $143,335. The policy provides for a deductible, payable by
the Corporation of $100,000 other than for claims brought in the United States
in which case the deductible is $250,000.

Employment Agreements

      On December 1, 1994, the Corporation entered into an employment agreement
with Ms. MacGillivray as Vice President, Secretary and General Counsel. The
agreement stipulates among other things, a base salary of $130,000 per annum
effective January 1, 1997 and provides that in the event that Ms. MacGillivray's
employment is terminated, she will be entitled to be paid up to twenty-four
months' salary and benefits. In the event of a change of control, as defined,
Ms. MacGillivray will be entitled to resign within six months thereof and be
paid twenty-four months' salary and benefits. The agreement also provides that
in the event of resignation or termination, options held by Ms. MacGillivray
will immediately become fully exercisable. Such options will expire ninety days
after resignation or termination.

      The Corporation is reviewing the compensation arrangements for its senior
officers including the entering into employment agreements.

                                       55
Composition of the Compensation Committee

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

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
summarised 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 recognising
            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

                                       56
long-term performance awards. Options will generally become
            exercisable gradually over their term and will generally be for a
            five-year term.

Report on Executive Compensation

      On January 31, 2001 in context of the change in Campbell strategy and the
impact of sustained low gold prices and disappointing operating results, the
Compensation Committee reviewed executive and directors' compensation. The
Committee reviewed and confirmed the monthly fee payable to the President and
Chief Executive Officer of $12,000.

      The Committee also approved continuation of the current salary of the Vice
President, Secretary and General Counsel on the basis that one third of her time
was spent on corporate secretarial and legal matters of Zemex Corporation in
consideration for which Zemex paid the Corporation $4,500 per month less rent
for office space provided by Zemex to the Corporation. The Committee also
reviewed the monthly fees paid to other senior officers.

      The Committee also considered and determined to replace options held by
directors that had expired in December 2000 in accordance with their terms, and
issue new options to acquire 10,000 Common Shares at $0.62 per share, under the
Directors' Stock Option Plan, to compensate directors for the reduction in
Directors' fees.

      Given the continuing historical low gold prices, it was again determined
that no annual incentive awards be given. Cash compensation of executive
officers was reduced and is in the lower half of the peer group levels.

      With the completion of the merger with MSV and GeoNova on June 30, 2001,
the Compensation Committee met on August 7, 2001 and approved a formal
compensation package for the Chief Executive Officer as an full time employee
effective July 1, 2001. The Committee compared the compensation package to peer
group companies. The Committee found that the Chief Executive's compensation was
lower than that peer group and reflected the Corporation's non-operating status.
The Committee agreed that compensation would be reviewed as the Corporation's
operating plans progress. The Committee also reviewed the compensation packages
for other senior executive officers and the incentive-based components of the
packages were discussed.

      The Compensation Committee also reviewed the existing and recently expired
options including options previously held in MSV and GeoNova that were
terminated on the merger of those two companies into the Corporation. The
recommendations of the Chief Executive Officer were reviewed. The Committee also
considered the level of directors' options in the context of the reduction in
directors' fees. The Committee approved the new options to be granted to
employees, officers and directors focussing on the long-term incentive for
senior employees that would be provided by these options granted at the current
market price.

                                                 COMPENSATION COMMITTEE
                                                 James C. McCartney, Q.C.
                                                 Donald R. Murphy
                                                 G.E. "Kurt" Pralle

                                       57
BOARD PRACTICES

      In December 1995, The Toronto Stock Exchange (the "Exchange") Committee on
corporate governance in Canada released a report (the "Report") containing
guidelines for effective corporate governance for corporations listed on the
Exchange. The Report has been adopted by the Exchange and corporations listed on
the Exchange are required to disclose their corporate governance practices and
to provide an explanation where those practices differ from the guideline.

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

      The Board is empowered by the Corporation's incorporating documents and
by-laws to manage, or supervise the management of the affairs and business of
the Corporation. The Board is not involved in the day-to-day activities of the
Corporation. The Board performs its functions through quarterly and special
meetings and has delegated certain of its responsibilities to those committees
described in this Proxy Circular under "Committees of the Board of Directors".

      The Report recommends that committees of the Board be comprised of persons
who are not officers or employees of the Corporation. The Audit and Compensation
Committees are comprised of non-management persons. However, 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. The non-executive Chairman is also on the
Executive 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 $3,000,000. In practice, the Executive Committee does not give final
approval to transactions but rather makes its recommendations to the full Board.

      The Board itself has assumed general responsibility for development and
monitoring of corporate governance issues.

      The Board is actively involved in establishing corporate strategies and
monitoring achievement thereof including optimisation of the Corporation's
current operations and achieving growth through acquisitions. 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 Board has identified the principal risks associated with the
Corporation's business. These risks and the steps taken to minimise such risks
are reviewed on an ongoing basis at the regularly scheduled quarterly meetings
of the Board.

      In 1990, the Board adopted an Environmental Policy, as recommended by the
Mining Association of Canada. In June, 2001 an Environmental Committee comprised
of Messrs. Archambault, Clow and Piche

                                       58
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.

      The Board has delegated responsibility for communication with the public
and the Corporation's shareholders to its President and Chief Executive Officer
and its Vice President, Secretary and General Counsel. Procedures are in place
to ensure timely dissemination of information about the Corporation. Any
significant shareholder concerns which may be communicated to the above persons
are communicated to the Board at its regularly scheduled quarterly meetings.

      The responsibility of monitoring the effectiveness of the Corporation's
internal financial information system has been delegated to the Executive Vice
President and Chief Administrative Officer who reports to the Board and Audit
Committee on a quarterly basis. The Audit Committee meets each quarter and
reviews and approves the financial statements and Management's Discussion and
Analysis contained in the Quarterly Reports to Shareholders prior to filing. In
addition, the Audit Committee meets with the auditors of Campbell to review the
audit plan and again to review the year-end financial statements. For a portion
of those meetings, the Audit Committee meets with the auditors in the absence of
management.

      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 regularly attend and make presentations at meetings of the Board.

      A number of initiatives regarding succession of management and training
have been taken in 2001 including the hiring of additional senior operating
personnel. The performance of the management team is 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 and succession of management. This Committee is comprised
solely of non-management members being the Chairman and two independent
directors. The philosophy of the Compensation Committee is stated in this Proxy
Circular under "Report on Executive Compensation". In addition, the Compensation
Committee periodically reviews the compensation paid to members of the Board and
makes recommendations to the Board on compensation of directors.

      The Corporation does not have a standing nominating committee for
directors nor does it have an ongoing process for training or evaluation of
performance of directors, as recommended by the Report. The Corporation is in a
growth stage and accordingly, a variety of technical, legal and financial
experience at the Board level is important. When 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.

EMPLOYEES

      At December 31, 2001, the Corporation had 170 employees compared to 301 at
December 31, 2000 (including 257 on temporary layoff) and 231 at December 31,
1999. At December 31, 2001 all employees were in Canada. At December 31, 2000
and 1999 respectively, approximately 18 and 100 employees were employed at the
Santa Gertrudis Mine in Mexico. At the Joe Mann Mine, under the 2001 Plan,
approximately 150 employees were gradually recalled beginning on October 22,
2001. Of this number 127 persons were employed as of December 31, 2001, compared
to 266 persons as of December 31, 2000 (including 257 persons on temporary
layoff). Of the 127 employees, 107 mine workers were covered by

                                       59
a collective bargaining agreement with Le Syndicat des Travailleurs-euses de la
Mine Meston (CSN), 6 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). As at December 31,
2001, MSV had approximately 10 full time employees at the Copper Rand Mine
compared to 332 at the end of 1996. This situation is a result of the suspension
of operations, as previously described. The collective agreement has been
renewed for three years.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

      As of May 9, 2002, the Corporation had outstanding 34,224,504 Common
Shares entitled to be voted at the Meeting. Each Common Share is entitled to one
vote.

      To the knowledge of the Corporation, as of May 9, 2002, no person
beneficially owned or exercised control or direction over more than of the
Common Shares of the Corporation.

      There are no related party transactions.

ITEM 8. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Corporation's consolidated financial statements are set out under Item 17
starting on Page 71.

LEGAL PROCEEDINGS

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

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

                                       60
On January 31, 2002, Queenstake Resources Ltd. ("Queenstake") purchased
all of the shares of Sotula. Pursuant to the purchase and sale agreement,
Campbell received a US $1 million promissory note from Queenstake. This
promissory note maturing on the third anniversary of the date of issuance. Such
note is subject to adjustment by the following amounts:

      To the extent that the actual liability, incurred by Queenstake with
respect to outstanding litigation commenced in 1996, between Sotula and the
Mexican tax authorities ("The tax case") and reclamation costs of properties
owned by Sotula ("the reclamation"), does not exceed US$2,000,000, there shall
be no reduction.

      To the extent that the actual combined liability incurred by Queenstake
with respect to the tax case and the reclamation exceeds US$2,000,000 but does
not exceed US$2,400,000, the amount of the promissory note issued shall be
reduced by 100% of the amount of the liability in excess of US$2,000,000. To the
extent that the actual combined liability incurred by Queenstake with respect to
the tax case and the reclamation exceeds US$2,400,000 but does not exceed
US$2,750,000, the amount of the promissory note issued shall be reduced by 100%
of the first US$400,000 in excess of US$2,000,000 and 80% of any excess over
US$2,400,000. To the extent that the actual combined liability incurred by
Queenstake with respect to the tax case and the reclamation exceeds
US$2,750,000, the amount of the promissory note issued shall be reduced by 100%
of the first US$400,000 in excess of US$2,000,000 and 80% of the excess over
US$2,400,000 up to US$2,750,000 and by 70% of the excess of US$2,750,000 up to a
maximum of US$3,207,000.

SIGNIFICANT CHANGES

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

ITEM 9. THE OFFER AND LISTING

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

TORONTO STOCK EXCHANGE (1)
PERIOD                                      HIGH                 LOW                       VOLUME
      ------                                      ----                 ---                       ------
April 2002                                  0.77                 0.55                      746,080
      March 2002                                  0.75                 0.56                      651,740
      February 2002                               0.74                 0.54                      546,861
      January 2002                                0.54                 0.32                      444,242
      December 2001                               0.50                 0.26                      1,486,605
      November 2001                               0.53                 0.30                      373,431
61
PERIOD                                      HIGH                 LOW                       VOLUME
      ------                                      ----                 ---                       ------
2001 Full Year                              1.05                 0.26                      3,672,790
      2000 Full Year                              4.50                 0.35                      1,121,093
      1999 Full Year                              5.30                 2.20                      1,071,460
      1998 Full Year                              8.00                 3.40                      7,768,311
      1997 Full Year                              13.00                5.10                      1,184,499
(1)   All prices and volumes have been adjusted to reflect the one for ten
      consolidation in May 2000. Prices are in Canadian dollars.

OTC-BB/NEW YORK STOCK EXCHANGE (1) (2)
PERIOD                                      HIGH                 LOW                       VOLUME
      ------                                      ----                 ---                       ------
April 2002                                  0.50                 0.36                      404,233
      March 2002                                  0.47                 0.36                      390,608
      February 2002                               0.48                 0.29                      357,136
      January 2002                                0.35                 0.18                      367,289
      December 2001                               0.33                 0.125                     2,451,691
      November 2001                               0.35                 0.19                      1,414,400

      2001 Full Year                              0.69                 0.13                      6,322,000
      2000 Full Year                              3.13                 0.19                      7,779,420
      1999 Full Year                              3.80                 1.60                      1,627,616
      1998 Full Year                              6.30                 2.20                      8,075,771
      1997 Full Year                              10.00                3.40                      8,599,543
(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 Canada Business
Corporations Act (the "CBCA") and on June 8, 1983, in connection with an
amalgamation of three other companies, the name of Campbell was changed from GM
Resources Limited to Campbell Resources Inc. On August 9, 1999, Campbell filed
Restated Articles of Incorporation. These restated Articles were filed as
Exhibit 4(a) to the Corporation's Annual Report on Form 10K dated April 12,
2001.

      Pursuant to the CBCA, the Corporation's Articles as amended include its
corporate name, the place in Canada where its registered office is located, its
minimum and maximum number of directors and the authorized share capital of the
Corporation consisting of an unlimited number of Common Shares and an unlimited
number of preference shares. There are only Common Shares outstanding. There are
no restrictions on the business that the Corporation may carry on. The
Corporation's general

                                       62
by law, By-Law No. 1, as amended and as in effect on the date hereof, was filed
as Exhibit 3.12 to the Corporation's Registration Statement on Form S-8
(Registration No. 333-93063).

      By Articles of Amendment dated May 19, 2000 and filed as Exhibit 3.1 to
the Corporation's registration statement on Form S-8 (Registration no.
333-93063), the Common Shares of the Corporation were consolidated (reverse
split) on the basis of one post consolidation Common Share for every ten
pre-consolidation Common Shares. By Articles of Arrangement effective June 30,
2001, the Corporation completed its merger with GeoNova. (See Exhibit 3.3.)

MATERIAL CONTRACTS

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

Merger Agreement dated May 7, 2001 between the Corporation, MSV Resources Inc.
and GeoNova Explorations Inc. pursuant to which MSV and GeoNova became wholly
owned subsidiaries of the Corporation.

EXCHANGE CONTROLS

      Other than as provided in the Investment Canada Act (Canada) (the
"Investment Act"), there are currently no limitations imposed by Canadian laws,
decrees or regulations that restrict the import or export of capital, including
foreign exchange controls, or that affect the remittance of dividends to
non-resident holders of the Company's securities. However, any such remittances
of dividends paid to United States residents are subject to withholding tax at a
rate equal to a maximum of 15% of the amount paid (see Item 10 - "Taxation" on
page 64).

      The following discussion summarises the material features of the
Investment Act, in its present form, for a non-resident of Canada who proposes
to acquire Common Shares of the Company. The Investment Act regulates the
acquisition of control of a Canadian business by a "non-Canadian" as defined
under the Investment Act. With respect to the Company, an acquisition of control
is considered to be the acquisition of the majority of its Common Shares.
However, if a non-Canadian acquires more than one-third of the voting shares of
the Company, but less than a majority, there is a presumed acquisition of
control unless it can be established that the Company is not controlled in fact
by the acquirer. All acquisitions of control of a Canadian business are
notifiable (which requires that a notification form be submitted to Investment
Canada within thirty days after the implementation of the investment) unless the
investment is reviewable. If the investment is reviewable, the investment may
not be implemented until the Minister responsible for the Investment Act is, or
has been deemed to be, satisfied that the investment is likely to be of net
benefit to Canada.

      Where either the acquirer is, or the Company is presently controlled by, a
WTO investor (as that term is defined in the Investment Act), a direct
acquisition of control of the Company will only be reviewable if the value of
the Company's assets, as shown on its audited financial statements for the most
recently completed fiscal year, is equal to or greater than (Cdn) $218 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 (Cdn) $5 million. The (Cdn) $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

                                       63
business, or is engaged in the production of uranium and owns an interest in or
producing uranium property in Canada.

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

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

      (a) by the acquisition of voting shares or the voting interests by any
      person in the ordinary course of that person's business as a trader or
      dealer in securities;

      (b) in connection with the realization of security granted for a loan or
      other financial assistance and not for any purpose related to the
      Investment Act;

      (c) for facilitating its financing and not for any purpose related to the
      Investment Act on the condition that the acquirer divest control within
      two years after control was acquired; and

      (d) by reason of an amalgamation, merger, consolidation or corporate
      reorganization following which the ultimate or indirect control in fact of
      the Company through the ownership of voting interests remains unchanged.

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

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

TAXATION

Certain Canadian Federal Income Tax Consequences

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

                                       64
31, 2001. It has been assumed that there will be no other relevant amendment of
any governing law although no assurance can be given in this respect. This
discussion is general only and is not a substitute for independent advice from a
shareholder's own Canadian and U.S. tax advisors.

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

Dividends on Common Shares

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

Disposition of Common Shares

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

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

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

                                       65
capital stock of the Company.

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

(a)   the value of the shares is derived principally from "real property" in
      Canada, including the right to explore for or exploit natural resources
      and rights to amounts computed by reference to production,

(b)   the shareholder was resident in Canada for 120 months during any period of
      20 consecutive years preceding the disposition, was resident in Canada at
      any time during the 10 years immediately preceding the disposition and the
      shares were owned by him when he ceased to be resident in Canada, or

(c)   the shares formed part of the business property of a "permanent
      establishment" or pertained to a fixed base used for the purpose of
      performing independent personal services that the shareholder has or had
      in Canada within the 12 months preceding the disposition.

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

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

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

                                       66
consequences of purchasing, owning and disposing of shares of Common Shares of
the Company.

U.S. Holders

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

Distributions of Common Shares

      For United States Federal income tax purposes, the gross amount of all
distributions paid (without reduction for Canadian income tax withheld) with
respect to Common Shares out of current or accumulated earnings and profits as
determined under United States Federal income tax principles to a U.S. Holder
will be treated as foreign source ordinary income to such holder. Such Canadian
tax withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's United States federal taxable income by
those who itemise deductions. (See more detailed discussion at "Foreign Tax
Credit" below.) To the extent that distributions exceed current or accumulated
earnings and profits of the Company, they will be treated first as a return of
capital up to the U.S. Holder's adjusted basis in the Common Shares and
thereafter as gain from the sale or exchange of such shares. Preferential tax
rates for long-term capital gains may be available to non-corporate U.S.
Holders. Dividends paid on the Company's Common Shares will not generally be
eligible for the dividends received deduction provided to corporations receiving
dividends from certain United States corporations.

      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

                                       67
Shares should consult their own tax advisors regarding their individual
circumstances.

Disposition of Common Shares

      A U.S. Holder will recognize United States source gain or loss upon the
sale of Common Shares equal to the difference, if any, between (i) the amount of
cash plus the fair market value of any property received, and (ii) the
shareholder's tax basis in the Common Shares. This gain or loss will be capital
gain or loss if the shares are a capital asset in the hands of the U.S. Holder,
and such gain or loss will be long-term capital gain or loss if the U.S. Holder
has held the Common Shares for more than one year. Gains and losses are netted
and combined according to special rules in arriving at the overall capital gain
or loss for a particular tax year. The net long-term capital gain of
non-corporate U.S. Holders generally will be subject to tax at a maximum rate of
20 percent. Deductions for net capital losses are subject to significant
limitations.

Other Considerations

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

Passive Foreign Investment Company

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

                                       68
on the disposition of such Common Shares would be treated as ordinary income
rather than as capital gain and the tax basis of the Common Shares held by a
U.S. Holder generally would not be stepped up to fair market value at death.
U.S. Holders and prospective holders of Common Shares should consult their own
tax advisors regarding the possible application of the PFIC rules to the
Company.

Backup Withholding

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

DOCUMENTS ON DISPLAY

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

SUBSIDIARY INFORMATION

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

GOLD RISK DISCLOSURES

      The results of the Company's operations are affected significantly by the
market price of gold. See disclosure in Notes 8(c), 18(e) and 20. 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

                                       69
puts and calls. Campbell's general policy is to hedge a maximum of 50% of its
gold production for up to two years, dependent on market conditions and planned
capital expenditure commitments.

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

FOREIGN CURRENCY RISK DISCLOSURES

      The Company's reporting currency is Canadian dollars. The sales price of
gold (represents approximately 95% of total metal sales) and copper (represents
approximately 5% of total metal sales) is denominated in United States dollars.
The Corporation's Joe Mann Mine is in Canada and its future profitability is
impacted by fluctuations in the United States dollar relative to the Canadian
dollar. To reduce the impact of the fluctuations in the relative exchange rates
on the Corporation's operations the Corporation may enter into fixed forward
contracts to sell United States dollars and buy Canadian dollars. At December
31, 2001 the Company had no forward contracts to sell United States dollars.
(See "Currency Exchange" table on page 1.)

OTHER FINANCIAL INSTRUMENT RISK DISCLOSURES

      At December 31, 2001, the Company had US$2,576,000 of 7.5% convertible
debentures outstanding that mature in 2004. As the Company's financial
statements are recorded in Canadian dollars the amount of the liability recorded
for the convertible debentures on the balance sheet will fluctuate with changes
in the United States to Canadian dollar exchange rates.

COMPETITION

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

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

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

                                       70
PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

DIVIDEND RECORD AND POLICY

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

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

ITEM 15. RESERVED

ITEM 16. RESERVED

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

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

      These financial statements were prepared in accordance with generally
accepted accounting principles in Canada and are expressed in Canadian dollars.
Such financial statements have been reconciled to US generally accepted
accounting principles in Note 18 on pages 96 to100. For a history of the
exchange rates which were in effect for Canadian dollars against U.S. dollars,
see "Currency and Metric Equivalents" page 1.

                                       71
Consolidated financial statements of

                          CAMPBELL RESOURCES INC.

                          December 31, 2001, 2000 and 1999

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 accounting principles generally
accepted in Canada, 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 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 Fortier               By: /s/ Lucie Brun
        President and                       Executive Vice-President and Chief
        Executive Officer                   Chief Administrative Officer

                                       72
Samson Belair/Deloitte & Touche, S.E.N.C.

Independent auditors' report

To the Board of Directors

We have audited the consolidated balance sheet of Campbell Resources Inc. as at
December 31, 2001 and the consolidated statements of operations, deficit and
cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with Canadian generally accepted auditing
standards and generally accepted auditing standards in the United States of
America. These standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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, 2001
and the results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.

The financial statements as at December 31, 2000 and for the years ended
December 31, 2000 and 1999, prior to adjustments for the changes in accounting
policy related to depreciation and depletion of mining interest and loss per
share and for change in accounting presentation with respect to the financing
arrangement as described in Note 2, were audited by other auditors who expressed
an opinion without reservation on those statements in their report dated April
3, 2001. We have audited the adjustments to the 2000 and 1999 financial
statements and in our opinion, such adjustments, in all material respects, are
appropriate and have been properly applied.

/s/ SAMSON BELAIR DELOITTE & TOUCHE
Chartered Accountants

Montreal, Quebec
March 14, 2002

COMMENTS BY AUDITORS ON CANADA-UNITED STATES OF AMERICA REPORTING DIFFERENCE

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there are changes in accounting principles that have a material effect on the
comparability of the Company's financial statements, such as the changes
described in Note 2 to the financial statements. Our report to the Board of
Directors, dated March 14, 2002, is expressed in accordance with Canadian
reporting standards which do not require a reference to such changes in
accounting principles in the auditors' report when the change is properly
accounted for and adequately disclosed in the financial statements.

                                       73
CAMPBELL RESOURCES INC.
Consolidated statements of operations
years ended December 31
(expressed in thousands of Canadian dollars except per share amounts)
2001            2000            1999
                                                     ----------      ----------      ----------
                                                          $              $               $
                                                                     (restated)      (restated)
Metal sales                                                  --          15,682          22,465
                                                     ----------      ----------      ----------
Expenses
    Mining                                                   --          25,272          25,646
    General administration                                2,113           2,633           2,875
    Severance pay                                            --             761              --
    Indemnity in lieu of notice                             300              --              --
    Depreciation and amortization                            43           3,827           3,773
    Exploration                                              --           2,370           2,299
    Care and maintenance                                  2,177             383           1,394
                                                     ----------      ----------      ----------
                                                          4,633          35,246          35,987
                                                     ----------      ----------      ----------

Loss from operations before write-down
    of mining interests                                  (4,633)        (19,564)        (13,522)

Write-down of mining interests (Note 7)                      --         (24,793)             --
                                                     ----------      ----------      ----------
Loss from operations                                     (4,633)        (44,357)        (13,522)
                                                     ----------      ----------      ----------

Other income (expense)
    Gain on sale of subsidiary (Note 5 c))                   49              --              --
    Other income                                            617           1,900             843
    Interest expense on long-term debt (Note 11)           (461)           (318)           (351)
                                                     ----------      ----------      ----------
                                                            205           1,582             492
                                                     ----------      ----------      ----------

Loss before taxes                                        (4,428)        (42,775)        (13,030)

Income and mining tax recovery (Note 12)                     73             900           1,254
                                                     ----------      ----------      ----------
Net loss                                                 (4,355)        (41,875)        (11,776)
                                                     ==========      ==========      ==========

Weighted average number of common shares ('000)          23,720          15,733          15,695
                                                     ==========      ==========      ==========

Basic and fully diluted loss per share                    (0.18)          (2.66)          (0.75)
                                                     ==========      ==========      ==========
74
CAMPBELL RESOURCES INC.
Consolidated statements of deficit
years ended December 31
(expressed in thousands of Canadian dollars)
2001            2000            1999
                                                     ----------      ----------      ----------
                                                          $               $               $
Balance at beginning of year
    As previously reported                              113,145          50,259          37,557

    Adjustments for change in accounting policy
        Income taxes (Note 2)                                --            (684)             --
        Depreciation and amortization (Note 2)               --          21,695          22,621
                                                     ----------      ----------      ----------
    As restated                                         113,145          71,270          60,178

Transfer from the stated capital account
    to eliminate deficit (Note 10)                     (113,645)             --              --

Net loss                                                  4,355          41,875          11,776
                                                     ----------      ----------      ----------
Balance at end of year                                    3,855         113,145          71,954
                                                     ==========      ==========      ==========
75
CAMPBELL RESOURCES INC.
Consolidated balance sheets
as at December 31
(expressed in thousands of Canadian dollars)
2001            2000
                                                    ----------      ----------
                                                        $               $
                                                                    (restated)
Assets
Current assets
    Cash and cash equivalents                            2,761           4,548
    Short-term investments at market value                  22              11
    Receivables                                          2,435           1,684
    Restricted cash                                         --             840
    Notes receivable (Note 9)                            1,037              --
    Inventories                                          4,664           4,420
    Prepaids                                               517             539
                                                    ----------      ----------
                                                        11,436          12,042

Notes receivable (Notes 4 and 9)                        12,266              --
Investment (Note 5)                                      6,500              --
Restricted deposits and swap agreement (Note 6)         48,629          48,360
Future income tax assets (Note 12)                       3,375           1,742
Mining interests (Note 7)                               25,365          15,199
Accrued benefit asset (Note 15)                          1,707             504
Other assets                                             1,078             113
                                                    ----------      ----------
                                                       110,356          77,960
                                                    ==========      ==========

Liabilities
Current liabilities
    Accounts payable                                     2,482           2,195
    Accrued liabilities                                  3,436           1,590
    Future income tax liabilities (Note 12)                141             886
                                                    ----------      ----------
                                                         6,059           4,671

Reclamation and site restoration accruals                8,084           6,513
Long-term debt (Note 8)                                 55,974          52,224
Future income tax liabilities (Note 12)                  3,234             856
Deferred royalty (Note 9)                               14,340              --
Other liabilities                                          563             228
                                                    ----------      ----------
                                                        88,254          64,492
                                                    ----------      ----------
Shareholders' equity
    Capital stock (Note 10)                             24,620         125,355
    Foreign currency translation adjustment              1,337           1,258
    Deficit                                             (3,855)       (113,145)
                                                    ----------      ----------
                                                        22,102          13,468
                                                    ----------      ----------
                                                       110,356          77,960
                                                    ==========      ==========
APPROVED BY THE BOARD

 /s/ Andre Y. Fortier                             /s/ G. E. "Kurt" Pralle
------------------------------                  --------------------------------
        Director                                           Director

                                       76
CAMPBELL RESOURCES INC.
Consolidated statements of cash flows
years ended December 31
(expressed in thousands of Canadian dollars)
2001            2000            1999
                                                      ----------      ----------      ----------
                                                          $               $               $
                                                                      (restated)      (restated)
Operating activities
    Net loss                                              (4,355)        (41,875)        (11,776)
    Items not involving cash
        Depreciation and amortization                         43           3,827           3,773
        Write-down of mining interests (Note 7)               --          24,793              --
        Gain on sale of subsidiary (Note 5 c))               (49)             --              --
        Future mining tax recovery                            --          (1,032)         (1,900)
        Other                                                362          (1,730)            468
    Changes in non-cash working capital (Note 13)          3,212           2,217            (842)
                                                      ----------      ----------      ----------
    Cash flow related to operating activities               (787)        (13,800)        (10,277)
                                                      ----------      ----------      ----------

Financing activities
    Decrease in debentures and other debt                   (571)             --              --
    Issuance of capital stock                                445              77              65
    Other liabilities                                       (100)            (61)             --
    Other                                                    132              --              --
                                                      ----------      ----------      ----------
    Cash flow related to financing activities                (94)             16              65
                                                      ----------      ----------      ----------
Investing activities
    Restricted cash                                          840            (840)             --
    Proceeds on sale of Royalty (Note 9)                   1,037              --              --
    Increase in mining interests                          (1,789)         (7,196)         (5,088)
    Business acquisitions, net of cash (Note 3)             (100)             --              --
    Money market instruments                                  --           8,000          (7,800)
   (Increase) decrease in other assets                      (982)             --             157
                                                      ----------      ----------      ----------
    Cash flow related to investing activities               (994)            (36)        (12,731)
                                                      ----------      ----------      ----------
Effect of exchange rate change on cash and
    cash equivalents                                          88             149            (331)
                                                      ----------      ----------      ----------
Decrease in cash and cash equivalents                     (1,787)        (13,671)        (23,274)
Cash and cash equivalents, beginning of year               4,548          18,219          41,493
                                                      ----------      ----------      ----------
Cash and cash equivalents, end of year                     2,761           4,548          18,219
                                                      ==========      ==========      ==========

Supplementary information
    Income taxes (recovered) paid                            (32)            295             573
    Interest paid                                          2,867           2,995           2,777
    Deferred royalty (Note 9)                             14,340              --              --
    Shares issued for business acquisitions (Note 3)      11,996              --              --
    Shares issued for mining interest (Note 10 b))           432              --              --
77
1.    DESCRIPTION OF BUSINESS

      Campbell Resources Inc. (the "Company" or "Campbell") was incorporated
      under the Laws of British Columbia and continued under the Canada Business
      Corporations Act. The Company directly, or through its subsidiaries, is
      engaged in the business of mining and the exploration and development of
      gold and natural resource of mining properties.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Preparation of consolidated financial statements

      The consolidated financial statements are prepared in accordance with
      Canadian generally accepted accounting principles ("GAAP"), which differ
      in certain material respects with United States GAAP. Significant
      differences relevant to the Company are presented in Note 18.

      Management has reconsidered the accounting presentation adopted in
      previous years with respect to the financing arrangement entered into in
      1991 (Note 8) and accordingly has decided to disclose separately the
      assets and liabilities which had been previously netted. This change has
      no impact on current and prior years net loss and opening deficit.

      Use of estimates

      The preparation of financial statements in conformity with Canadian
      generally accepted accounting principles 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 expense 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 realisable value of accounts
      receivable, inventory, the useful lives of capital assets, the
      recoverability of mining interests, the future costs associated with
      environmental and site restoration matters, and the fair value of
      financial assets and liabilities. These estimates and valuation
      assumptions are based on current information and management's planned
      course of action, as well as assumptions about future business and
      economic conditions. Should the underlying valuation assumptions and
      estimates change, the recorded amounts could change by a material amount.

      Uncertainties

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

                                       78
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Cash and cash equivalents

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

      Inventories

      Mining and milling materials and supplies are valued at the lower of
      average cost and net replacement cost. Production costs include direct
      labour, benefits, supplies and equipment operating costs and maintenance.

      Investment

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

      Revenue recognition

      In 2001, the Company modified its revenue recognition policy. There is no
      material impact on the financial statements resulting from this change
      either in the current year or in the prior years presented. The Company
      recognizes revenues of metals when title to delivered gold, silver or
      copper and the risks and rewards of ownership are passed to the buyer.

      Mining interests

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

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

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

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

                                       79
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Mining interests (continued)

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

      This policy was adopted retroactively and prior years financial statements
      were restated as follows:
2000             1999
                                                                  ------------------------------
                                                                         $                $
Decrease in depreciation and amortization                       814,000          926,000
      Decrease in write-down of mining interests                   20,881,000               --
      Decrease in net loss                                         21,695,000          926,000
      Decrease in basic and fully diluted loss per share                 1.38             0.06
      Increase in deficit opening balance                          21,695,000       22,621,000
Stock-based compensation plans

      The Company has two stock-based compensation plans, which are described in
      Note 10. No compensation expense for these plans is recognized when stock
      options are issued to directors or employees unless stock appreciation
      rights ("SAR") accompany the options.

      Reclamation and site restoration accruals

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

      Income taxes

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

                                       80
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income taxes (continued)

      Future tax assets and liabilities are measured using enacted or
      substantively enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on future tax assets and liabilities of a change in
      tax rates is recognized in income in the period that includes the
      enactment date.

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

      Earnings per share

      On January 1, 2001, the Company adopted the recommendations of the CICA
      Handbook Section 3500 "Earnings per share". The standard requires the use
      of treasury stock method in calculating diluted earnings per share,
      consistent with United States accounting principles.

      Financial instruments

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

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

      Currency translation

      The financial statements of the Mexican operations are translated into
      Canadian dollars at the year-end rate of exchange for the balance sheet
      and the average rate of exchange for the year for the statement of income.
      Exchange gains or losses are included as a separate component of
      shareholders' equity as foreign currency translation adjustment.

      The Panamanian operations are translated into Canadian dollars using the
      temporal method whereby monetary assets and liabilities are translated at
      the year-end rate of exchange and non-monetary assets and liabilities are
      translated at historical rates of exchange. Exchange gains or losses are
      included in the determination of earnings.

                                       81
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Future accounting changes

      The CICA recently issued Handbook Sections 1581, Business Combinations,
      and 3062, Goodwill and Other Intangible Assets. The standards require
      that, effective July 1, 2001, all business combinations be accounted for
      using the purchase method. Additionally, effective January 1, 2002,
      goodwill and intangible assets with indefinite lives will no longer be
      amortized to earnings; instead, they will be tested for impairment on an
      annual basis in accordance with the new standards, including a
      transitional impairment test whereby any resulting impairment will be
      charged to opening retained earnings. Management has determined that the
      adoption of this new standard will have no material impact on its
      earnings.

      The CICA recently issued Handbook Section 3870, Stock-based Compensation
      and Other Stock-based Payments, which establishes standards for the
      recognition, measurement and disclosure of stock-based compensation and
      other stock-based payments made in exchange for goods and services. This
      section applies to transactions, including non-reciprocal transactions, in
      which an enterprise grants shares of common stock, stock options, or other
      equity instruments, or incurs liabilities based on the price of common
      stock or other equity instruments. Section 3870 sets out a fair value
      based method of accounting and is required for certain stock-based
      transactions, effective January 1, 2002, and applied to awards granted on
      or after that date. The Company's management is currently evaluating the
      impact of the adoption of the new recommendations, and therefore has not
      yet assessed the effect on its earnings.

                                       82
3.    BUSINESS ACQUISITIONS

      On June 30, 2001, the Company merged with MSV Resources Inc. ("MSV") and
      GeoNova Explorations Inc. ("GNE"). The purchase method of accounting was
      used to account for this merger. This merger is summarized below:
MSV             GNE           Total
                                                                 ----------      ----------      ----------
                                                                      $               $               $
Assets acquired
               Cash and cash equivalents                                650               9             659
               Receivables                                            1,977              33           2,010
               Inventories                                              623              --             623
               Prepaids                                                 257               7             264
               Investments                                            6,544              21           6,565
               Mining interests                                       4,233           3,817           8,050
               Accrued benefit assets                                   978              --             978
               Other assets                                             102              --             102

            Liabilities assumed
               Accounts payable                                        (493)            (60)           (553)
               Accrued liabilities                                     (264)            (17)           (281)
               Convertible debentures and other debt                 (3,727)             --          (3,727)
               Reclamation and site restoration accruals             (1,500)             --          (1,500)
               Other liabilities                                         --            (435)           (435)
                                                                 ----------      ----------      ----------
            Net assets acquired at fair value                         9,380           3,375          12,755
                                                                 ==========      ==========      ==========

            Consideration
               Issuance of common shares (14,810,000 shares)          8,822           3,174          11,996
               Acquisition costs                                        558             201             759
                                                                 ----------      ----------      ----------
                                                                      9,380           3,375          12,755
                                                                 ==========      ==========      ==========
83
4.    NOTES RECEIVABLE
2001       2000
                                                                    ------     ------
                                                                      $          $
Notes receivable, bearing interest at a rate of
         6.25% annually (Note 9)
             Maturing February 2, 2003                                 569         --
             Maturing December 31, 2011                             11,697         --
                                                                    ------     ------
                                                                    12,266         --
                                                                    ======     ======
5.    INVESTMENT
2001       2000
                                                                    ------     ------
                                                                       $          $
Investment in an entity subject to significant influence,
         Corporation Copper Rand Inc. ("CCR")
         (65,000 common shares - 26% of outstanding shares)          6,500         --
                                                                    ======     ======
a)    The Company holds an option with the other owners of CCR to purchase, at
      any time, up to 60,000 common shares of CCR at $100 per share plus 10% per
      year, in order to increase its interest in the project to 50%.

b)    Should the other shareholders of CCR decide to exercise their right of
      exchange between April 8, 2003 and March 8, 2004 or in the 90 days
      following the sale of more than half of the share capital of MSV or of a
      substantial portion of the assets of MSV (including a merger transaction),
      the Company will issue convertible debentures in exchange of up to 125,000
      common shares of CCR, increasing therefore the Company's share by another
      50%. These convertible debentures, if issued, will be exchangeable for
      Campbell common shares at the price of $1.025 per share.

c)    Effective December 31, 2001, the Company sold its subsidiary Minera Cerro
      Quema, S.A., ("Cerro Quema"), located in Panama, in consideration for the
      replacement by the buyer of the US$345,000 of bonding in respect of the
      three mining concessions held by Cerro Quema, the assumption of all
      environmental liabilities relating to the mining concession plus a 9% net
      profit interest royalty. A gain of $49,000 was recorded upon the sale of
      the interest in Cerro Quema.

6.    RESTRICTED DEPOSITS AND SWAP AGREEMENT

      As described in Note 8, in 1991, the Company entered into a Swap Agreement
      and made deposits with an international bank to secure all principal and
      interest payments associated with the Guaranteed Subordinate Debentures
      and Notes and Guaranteed Non-Cumulative Redeemable Retractable Preferred
      Shares. These deposits expire in 2007 and earn interest at Canadian
      Bankers' Acceptance rates. The deposits and the Swap Agreement were
      irrevocably assigned to secure all payments due to Investors.

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

                                       84
7.    MINING INTERESTS
2001
                                        ----------------------------------------
                                                      Accumulated
                                                      Depreciation
                                                          and          Net Book
                                           Cost       Amortization      Value
                                        ----------    ------------    ----------
                                             $              $              $
Property, plant and equipment         61,593         44,675         16,918
      Mining properties                    117,107        108,660          8,447
                                        ----------    ------------    ----------
                                           178,700        153,335         25,365
                                        ==========    ============    ==========
2000
                                        ----------------------------------------
                                                      Accumulated
                                                      Depreciation
                                                           and         Net Book
                                           Cost       Amortization      Value
                                        ----------    ------------    ----------
                                             $              $              $
Property, plant and equipment         39,442         25,021         14,421
      Mining properties                    147,495        146,717            778
                                        ----------     ----------     ----------
                                           186,937        171,738         15,199
                                        ==========     ==========     ==========
During 2000, as part of its periodic evaluation of the carrying value of
      its mining interests, the Company wrote off its carrying value of its
      Cerro Quema project in Panama by $9,081,020 and wrote down the Joe Mann
      project in Quebec by $26,007,751 and the Santa Gertrudis project in Mexico
      by $10,585,256 for an aggregate write down of $45,674,027 before
      restatement. The restatement referred to in Note 2 on depreciation and
      amortization on mining interests decreased the write-down by $20,881,000.

      During 1992, the Company entered into agreements under which the Societe
      Quebecoise d'Exploration Miniere ("Soquem") could earn a 50% interest in
      the Joe Mann property (excluding the Joe Mann Mine) and in the Company's
      other properties in the Chibougamau area by incurring specified amounts on
      exploration on those properties. To July 1, 1997, Soquem had incurred
      total qualifying expenditures under the previous agreements of $2,548,000
      on the Joe Mann property and $2,431,000 on the Chibougamau area
      properties. Effective July 2, 1997, the agreements were modified to
      provide that Soquem spend an additional $1,600,000 on the Joe Mann
      property and an additional $750,000 on the Chibougamau area properties
      from the effective date until June 1, 2002 to earn a 50% interest in each
      of the properties. To December 31, 2001, Soquem had incurred total
      qualifying expenditures under the new amendment of approximately $200,000
      on the Joe Mann property and $220,000 on the Chibougamau area properties.

                                       85
8.    LONG-TERM DEBT
2001       2000
                                                                         -----------------
                                                                            $          $
Guaranteed Subordinate Debentures, bearing interest at varying
        rates, repayable at maturity in 2007 (a)                         38,000     38,000

      Guaranteed Non-Cumulative Redeemable Retractable Preferred
        Shares of a subsidiary, with a nominal value of
        $12,000,000 (a)                                                  10,629     10,360
                                                                         ------     ------
                                                                         48,629     48,360

      Convertible Subordinated Debentures bearing
         interest at 7.5% (b)                                             4,063      3,864

      Convertible Debentures with interest accrued
         thereon of $132,000 (c)                                          3,282         --
                                                                         ------     ------
                                                                         55,974     52,224
                                                                         ======     ======
a)    In 1991, a subsidiary of the Company entered into a financing
            arrangement ("Arrangement") whereby it issued to a group of Canadian
            financial institutions $38,000,000 of Guaranteed Subordinate
            Debentures and Notes ("Debentures") and $12,000,000 of Guaranteed
            Non-Cumulative Redeemable Retractable Preferred Shares ("Preferred
            Shares"). The Debentures are unsecured, subordinate to all existing
            non-trade debt and future senior debt, and cannot be prepaid. The
            Preferred Shares are redeemable at any time at an amount of $240,000
            per Preferred Share, rank equally and pari passu with the common
            shares for dividends when declared, and are retractable in 2007.

            In order to secure the performance and repayment of the Debentures
            and Preferred Shares, the Company's subsidiary entered into an
            Interest Rate and Currency Exchange Agreement, referred to as a Swap
            Agreement, with a major international bank. The Swap Agreement
            provides for the conversion of one floating rate interest basis to
            another and for differences in the timing of payments so as to match
            the interest payment requirements under the Debentures, repayment of
            the Debentures upon maturity and retraction of the Preferred Shares.
            The Company's subsidiary invested $46,000,000 in restricted deposits
            and the Swap Agreement with the counterparty to the Swap Agreement,
            which deposits have been assigned to secure all payments due under
            the Swap Agreement (Note 6). The deposits and Swap Agreement were
            irrevocably assigned directly to and accepted by the Investors.

            The Preferred Shares will increase to their nominal value of
            $12,000,000 over the term of the financing period.

                                       86
8.    LONG-TERM DEBT (CONTINUED)

      b)    The debentures are unsecured, bear interest at 7.5% payable in
            arrears on June 1 and December 1 of each year and mature on July 21,
            2004. The debentures are convertible at the option of the holder
            into common shares of the Company at any time prior to maturity at a
            conversion price of US$5.00 per common share. The debentures are
            redeemable for cash at any time after the fifth anniversary of the
            date of issue or, at the Company's option, may be redeemed for
            common shares on the basis of one common share for each US$5.00 of
            debenture principal being redeemed. The right of the Company to
            redeem the debentures for cash or common shares is conditional on
            the average price of the common shares exceeding US$5.00 during a
            period of 20 consecutive days prior to notice of redemption. The
            Company may, at its option, repay the debenture at maturity by
            issuing common shares of the Company at the conversion price of
            US$5.00 per common share.

            During 2001, debenture holders converted US$25,000 (2000 - nil) of
            debenture principal into 5,000 common shares of the Company,
            resulting in a balance outstanding at December 31, 2001 of
            US$2,551,000 (2000 - US$2,576,000).

      c)    The debentures are unsecured, bear interest at 8% annually plus an
            additional interest charge calculated as follows: 1% for every
            1 million of unpaid capital multiplied by the net smelter return
            (NSR), which is reduced by $40 multiplied by the tonnage of ore
            produced by the Copper Rand mine. This charge will be determined at
            the end of each year, beginning with the first repayment of capital.
            The first interest payment is due July 1, 2004 and quarterly
            thereafter. The debentures are refundable as to 20% of capital on
            July 1, 2004, as to 40% on July 1, 2005 and as to 40% on July 1,
            2006 or are convertible into common shares at a price of $1.025 per
            share or up to a maximum of $1.64 based on an increase of the gold
            price above US$350.

9.    DEFERRED ROYALTY

      In December 2001, the Company completed a $14,340,000 royalty sale based
      on the future production of the Joe Mann and Corner Bay properties for a
      $1,036,800 cash consideration, notes receivable of $1,036,800 maturing
      February 2, 2002, $569,400 maturing February 2, 2003 and $11,697,000
      maturing December 31, 2011. The notes bear interest at 6.25% yearly. The
      royalties will be paid as follows: $8 per ton of ore for the years 2002
      and 2003, $14 for 2004, $35 from January 1, 2005 until the net proceeds of
      the royalty sale plus an interest of 10% compounded annually exceeds 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.

                                       87
10.   CAPITAL STOCK

      a)    Authorized shares

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

            Common shares - unlimited

      b)    Issued and outstanding shares (in thousands)
2001                        2000                       1999
                                   ---------------------      ----------------------      ---------------------
                                    Shares       Amount        Shares        Amount        Shares       Amount
                                   --------     --------      --------      --------      --------     --------
                                                    $                          $                          $
Common shares
         Balance at beginning
           of year                   15,784      125,355        15,715       125,339        15,469      123,632

      Issued
         Conversion of
           convertible
           debentures                     5           37            --            --           223        1,642
         Private placement            1,163          445            --            --            --           --
         Shares issued in
           consideration
           for the amendment
           of the Net Smelter
           Return Royalty
           agreement                    800          432            --            --            --           --
         Share consolidation             --           --            (3)          (61)           --           --
         Consideration for
           business acquisitions
           (Note 3)                  14,810       11,996
         Reduction in stated
           capital                       --     (113,645)           --            --            --           --
         Employee incentive
           Plan and Directors'
           Stock Option Plan             --           --            72            77            23           65
                                   --------     --------      --------      --------      --------     --------
         Balance at end of year      32,562       24,620        15,784       125,355        15,715      125,339
                                   ========     ========      ========      ========      ========     ========
88
10.   CAPITAL STOCK (CONTINUED)

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

            At the Annual General Meeting on May 19, 2000 the shareholders
            approved a one-for-ten share consolidation of the common shares
            issued and outstanding. The common shares issued for the comparative
            periods presented in the preceding tables have been adjusted to
            reflect the consolidation.

      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 per cent of the employees' contributions, which can amount to a
            maximum of 5 per cent of their basic annual salaries or wages. The
            common shares are issued on a quarterly basis at market value.

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

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

            Options granted under the Directors' and Employee Share Option Plans
            expire no later than five years from the date on which they were
            granted and all current options expire on or before August 15, 2006.
            Changes in the share option plans are as follows (in thousands
            except per share amounts):
2001                  2000                  1999
                                      -----------------------------------------------------------------
                                                 Weighted              Weighted               Weighted
                                                  average               average                average
                                                 exercise              exercise               exercise
                                      Shares       price     Shares      price      Shares      price
                                      ------     --------    ------    --------     ------    --------
                                                     $                     $                      $
Outstanding at
               beginning of year         408        8.65        673        9.10        703        9.30
            Granted                    1,329        0.54         15        3.70        108        4.30
            Expired and cancelled       (238)      11.60       (280)       9.47       (138)       6.50
                                      ------      ------     ------      ------     ------      ------
            Outstanding at
               end of year             1,499        1.00        408        8.65        673        9.10
                                     ======      ======     ======      ======     ======      ======
89
10.   CAPITAL STOCK (CONTINUED)

      c)    Employee Incentive Plan and Directors' Stock Option Plan (continued)

            The following summarises information about stock options outstanding
            at December 31, 2001 (in thousands except per share amounts):
Options outstanding                               Option exercisable
                                         -------------------                               ------------------
                                                       Weighted
                                                        average            Weighted                     Weighted
                Range of                               remaining            average                      average
                exercise             Number           contractual          exercise       Number        exercise
                  price            outstanding           life                price      exercisable       price
               ------------        -----------        -----------          --------     -----------     --------
                     $                                                          $                            $
0.51 - 0.62          1,329             4.5 years              0.54           949           0.54
                3.70 - 4.40            162             2.0 years              4.31           152           4.34
                       9.10              8             0.6 years              9.10             8           9.10
               ------------          -----             ---------              ----         -----           ----
                                     1,499             4.2 years               1.0         1,109           1.12
                                     =====             =========              ====         =====           ====
d)    As part of the GNE acquisition, the Company assumed a commitment to
            issue on March 31, 2002, 500,000 shares of the Company as
            consideration for the Bachelor Lake Property acquisition. An amount
            of $435,000 was provided for this issuance.

      e)    Warrants and options

            -     In consideration for the financial support received by one
                  subsidiary, received from Societe de developpement de la Baie
                  James in the past years, the Company is committed to issue
                  153,310 warrants. Each warrant entitles the holder to purchase
                  one common share of the Company at $1.435 per share, until
                  October 8, 2003.

            -     Following the private placement of $445,000 referred to in
                  Note 10 b), the Company granted a warrant to purchase
                  1,162,791 common shares at $0.49 per share before June 6, 2002
                  or at $0.56 per share before June 6, 2003.

            -     In regard to the financing of the Copper Rand mine
                  development, Investissement Quebec carries a five-year option
                  entitling it to subscribe to a maximum of 25,000 shares of CCR
                  at $100 per share. Upon issuance of these shares by CCR, the
                  shares will be automatically exchanged for common shares of
                  the Company at $1.025 per share.

            -     Options to purchase 100,000 common shares of the Company up to
                  December 31, 2003 at $0.52 were granted in consideration of
                  services to be rendered to the Company.

                                       90
11.   INTEREST EXPENSE ON LONG-TERM DEBT
2001             2000            1999
                                                                     ------------    -------------    -------------
                                                                           $                $               $
                                                                                       (restated)      (restated)
Guaranteed Subordinate Debentures                                 2,819            2,970            2,738

        Convertible Debentures                                              461              318              351
                                                                     ----------      -----------      -----------
                                                                          3,280            3,288            3,089

        Interest revenue on restricted deposits (Note 6)                 (2,819)          (2,970)          (2,738)
                                                                     ----------      -----------      -----------
                                                                            461              318              351
                                                                     ==========      ===========      ===========
12.   INCOME AND MINING TAXES

      a)    Effective tax rate

            The income taxes recovery varies from the amounts that would be
            computed by applying the combined Canadian federal and provincial
            statutory tax rates of approximately 37.3% (2000 - 39.3% and 1999 -
            40%) to income before taxes as follows:
2001             2000             1999
                                                                     ----------      -----------      -----------
                                                                          $                $                $
                                                                                       (restated)      (restated)
Expected income tax recovery using
               statutory income tax rates                                 1,652           16,810            5,212
           Resource allowance                                              (159)            (712)            (274)
           Mining taxes recovery                                             --            1,032            1,900
           Valuation allowance                                           (1,474)         (15,227)          (4,937)
           Other                                                             54           (1,003)            (647)
                                                                     ----------      -----------      -----------
           Income and mining tax recovery                                    73              900            1,254
                                                                     ==========      ===========      ===========
91
12.   INCOME AND MINING TAXES (CONTINUED)

      b)    Future income taxes

            At December 31, future income taxes are as follows:
2001       2000
                                             ------     ------
                                               $          $
Non-current future tax assets:
          Mining interests                   34,910     41,701
          Operating loss carry forwards       5,570     14,446
          Capital loss carry forwards         8,633      6,437
          Deferred royalty                    5,042         --
          Other                               2,755      2,233
                                             ------     ------
                                             56,910     64,817
          Valuation allowance                53,535     63,075
                                             ------     ------
      Future tax assets                       3,375      1,742
                                             ------     ------
      Current future tax liabilities:
          Inventories                           141        886
      Non-current future tax liabilities:
          Other                               3,234        856
                                             ------     ------
      Future tax liabilities                  3,375      1,742
                                             ------     ------
      Net future taxes                           --         --
                                             ======     ======
c)    Loss carry forwards

            At December 31, 2001, the Company and its subsidiaries had operating
            losses for income tax purposes in Canada approximating $15,600,000,
            which are available to reduce taxable income in future years and
            expire over the period to the year 2008. In addition, the Company
            and its subsidiaries had capital losses for income tax purposes in
            Canada of approximately $47,900,000 available to apply against
            future taxable capital gains.

13.   CHANGES IN NON-CASH WORKING CAPITAL
2001        2000        1999
                                         ------      ------      ------
                                            $           $           $
Short-term investments                (11)         --          --
      Receivables                         1,259         315         654
      Inventories and prepaids              665         224        (134)
      Accounts payable                     (266)      1,091      (1,150)
      Accrued liabilities                 1,565         587        (212)
                                         ------      ------      ------
                                          3,212       2,217        (842)
                                         ======      ======      ======
92
14.   COMMITMENTS AND CONTINGENCIES

      a)    The Company is committed to pay royalties calculated on the net
            smelter return at various rates or based on the tonnage of ore
            processed at the mills. These agreements are also subject to
            repurchase rights at various prices.

      b)    On June 30, 2001, the Company amended the Net Smelter Return Royalty
            Agreement on the production of the Joe Mann Mine in consideration of
            the issuance of 800,000 common shares of the Company for an amount
            of $432,000. The royalty will be reduced to a graduated net smelter
            return royalty increasing from 1.5% at gold price of US$325 per
            ounce to 2.0% at a gold price of US$375 per ounce. After a
            cumulative royalty payment of Cdn$500,000, a royalty of 1% will be
            paid only if the gold price is at US$350 or greater.

      c)    During 1996, the Company's Mexican subsidiary received import duty
            assessments following an audit claiming the subsidiary'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. On
            May 26, 1997, the Company received notice that it was successful in
            its appeal against the assessments and that the Mexican pesos
            9,200,000 was not payable. The charge against the assets will be
            released when the final tax assessment covering this matter is
            issued in favour of the Company by the tax authorities. On May 6,
            1998, the tax authorities issued a tax assessment identical to that
            issued in 1996 except that the amounts claimed have increased to
            Mexican pesos 18,000,000 as a result of inflation and additional
            interest. The Company was advised that this assessment was improper
            as it completely ignored the earlier ruling. Accordingly the Company
            filed a new appeal before the Federal Tax Court to nullify the
            assessment. On October 11, 2001, the Company received notice that it
            was successful in its appeal against the assessments. However, this
            decision was appealed once more by the Mexican tax authorities. No
            provision has been made in the financial statements for the amounts
            assessed on the basis of the outcome of this appeal, the earlier
            ruling and the legal advice received (refer to Note 20).

      d)    As the promoter and operator of the Copper Rand mine, a subsidiary
            of the Company guaranteed the repayment of the $22 million loan
            facility provided by Investissement Quebec to CCR. At December 31,
            2001, there is no outstanding loan in CCR.

      e)    The Company's current and proposed mining and exploration activities
            are subject to various laws and regulations governing the protection
            of the environment. These laws and regulations are continually
            changing and are generally becoming more restrictive. The Company
            conducts its operations so as to protect its employees, the general
            public and the environment and, to the best of its knowledge,
            believes its operations are in compliance with all applicable laws
            and regulations, in all material respects. The Company has made, and
            expects to make in the future, submissions and expenditures to
            comply with such laws and regulations. Where estimated reclamation
            and closure costs are reasonably determinable, the Company has
            recorded a provision for environmental liabilities based on
            management's estimate of these costs. Such estimates are subject to
            adjustment based on changes in laws and regulations and as new
            information becomes available.

                                       93
15.   PENSION PLAN

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

      a)    The net expense recognized for the years is as follows:
2001          2000
                                                                                   --------      --------
                                                                                      $             $
Net benefit plan expense:
             Current service cost                                                        43           164
             Expected return on plan assets                                          (1,024)         (260)
             Interest cost                                                              816           220
                                                                                   --------      --------
             Net expense (credit)                                                      (165)          124
                                                                                   ========      ========
b)    Information about the Company's defined benefit plans in aggregate
            is as follows:
Accrued benefit obligation
             Balance at beginning                                                     3,348         2,887
             Obligation related to the acquisition of MSV Resources Inc.              9,213            --
             Service cost                                                                57           164
             Employee contributions                                                      --            62
             Benefit paid                                                              (997)         (161)
             Interest cost                                                              816           220
             Experience loss                                                             --           176
                                                                                   --------      --------
             Balance at end                                                          12,437         3,348
                                                                                   ========      ========

          Plan assets
             Fair value at beginning                                                  3,965         3,515
             Plan assets related to the acquisition of MSV Resources Inc.             9,663            --
             Contributions                                                               73            62
             Benefits paid                                                             (997)         (161)
             Actual return on plan assets                                              (352)          549
                                                                                   --------      --------
             Fair value at end                                                       12,352         3,965
                                                                                   ========      ========

          Funded status
             Plan surplus (deficit)                                                     (85)          617
             Unrecognized net actuarial (gain) loss                                   1,792          (113)
                                                                                   --------      --------
             Accrued benefit asset                                                    1,707           504
                                                                                   ========      ========
94
15.   PENSION PLAN (CONTINUED)

      b)    The significant actuarial assumptions used in measuring the
            Company's expenses and accrued benefit obligation are as follows:
2001             2000
                                                                                       -------------     ----------
                                                                                             %                %
Discount rate                                                                 6.75             6.75
             Expected return on plan assets                                            7.50 and 8.00        8.00
             Rate of compensation increase                                                 4.00             4.00
d)    The following information pertains to the underfunded plan at year
            end:
2001             2000
                                                                                        --------          -------
                                                                                            $                $
Accrued benefit obligation                                                    9,170               --
             Fair value of plan assets                                                     8,665               --
                                                                                        --------           ------
             Funding deficit                                                                (505)              --
                                                                                        ========           ======
16.   SEGMENTED INFORMATION

      The Company's operations consist principally of the exploration,
      development, mining and processing of precious metals. The following is a
      summary of the Company's revenue by geographic area:
2001             2000             1999
                                                                       ------           ------           ------
                                                                          $                $               $
Canada                                                             --            11,042          21,464
        Mexico                                                             --             4,640           1,001
                                                                       ------           -------          ------
                                                                           --            15,682          22,465
                                                                       ======           =======          ======
Mining operations ceased in November 2000 and resumed in Canada in
      February 2002. The Panama operations were suspended in 2000 and sold in
      2001 while the Mexico operations were suspended in 2000 and sold in
      January 2002.

      Revenues are attributed to countries based on the source of the
      production. The Company sold approximately 35% in 2000 (1999- 39%) of its
      product to one smelter.

      The following is a summary of the Company's mining interests by geographic
      area:
2001             2000            1999
                                                                       ------           ------          ------
                                                                          $                $               $
Canada                                                         24,548           14,814          31,913
        Mexico                                                            385              385          12,419
        Panama                                                             --               --           9,081
                                                                       ------           ------          ------
                                                                       24,933           15,199          53,413
                                                                       ======           ======          ======
95
17.   FINANCIAL INSTRUMENTS

      Fair value

      At December 31, 2001 the fair value of the Company's convertible
      debentures was estimated to be $4,123,000 (2000 - $1,170,000) based on
      financial models compared to the carrying amount of $7,345,000 (2000 -
      $3,864,000). The carrying amount of cash, short-term investments,
      receivables, accounts payable, accrued liabilities and other liabilities
      in the consolidated balance sheets approximates fair value based on their
      short-term maturities and or quotes received.

      Credit risk

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

18.   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:
2001          2000          1999
                                                                   --------      --------      --------
                                                                       $             $             $
                                                                                (restated)    (restated)
Reconciliation of net loss
             Net loss - Canadian GAAP                                (4,355)      (41,875)      (11,776)
             Adjustments:
                 Write-down of mining interests (a)                      --        (1,957)           --
                 Future income taxes (b)                                 --        (1,032)       (1,031)
                 Exploration expenses (c)                              (530)           --            --
                 Foreign exchange contracts (d)                          --            --           576
                 Derivative instruments (e)                            (584)           --            --
                                                                   --------      --------      --------
             Net loss - United States GAAP                           (5,469)      (44,864)      (12,231)
             Foreign currency translation                                79           665          (801)
                                                                   --------      --------      --------

             Comprehensive loss - United States GAAP                 (5,390)      (44,199)      (13,032)
                                                                   ========      ========      ========

             Basic and fully diluted loss - United States GAAP        (0.23)        (2.85)        (0.78)
                                                                   ========      ========      ========
96
18)   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)
2001           2000           1999
                                                                   ---------      ---------      ---------
                                                                       $              $              $
                                                                                  (restated)     (restated)
Reconciliation of shareholders' equity
             Shareholders' equity - Canadian GAAP
                 As previously stated                                 22,102         13,468         75,673
                 Adjustment for change in accounting policy
                    for depreciation and amortization of
                    mining interests (Note 2)                             --             --        (21,695)
                                                                   ---------      ---------      ---------
                 As restated                                          22,102         13,468         53,978
             Adjustments:
                    Write-down of mining interests (a)                (1,957)        (1,957)            --
                    Future income taxes (b)                               --             --          1,716
                    Exploration expenses (c)                            (530)            --             --
                    Derivative instruments (e)                          (584)            --             --
                    Capital stock (f)                                 (1,481)            --             --
                    Warrants of the entity subject to
                        significant influence (g)                        485             --             --
                                                                   ---------      ---------      ---------
             Shareholders' equity - United States GAAP                18,035         11,511         55,694
                                                                   =========      =========      =========
a)    Write-down of mining interests

            Under Canadian GAAP, capital assets should be written down to the
            net recoverable amount if this is less than the carrying amount,
            whereas under United States GAAP, if the future discounted net cash
            flows is less than the carrying amount the capital asset should be
            written down to its fair value.

      b)    Future income taxes

            Prior to the year 2000, under Canadian GAAP, income and mining taxes
            could be accounted for under the deferral method. Under United
            States GAAP, the asset and liability method is used, whereby future
            tax assets and liabilities are recognized for the future taxes
            attributable to differences between book value and the tax basis of
            the Company's assets and liabilities.

                                       97
18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

      c)    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 mineable
            deposit and the completion of a feasibility study should be recorded
            as expenses as they are incurred.

      d)    Foreign exchange contracts

            In accordance with Canadian GAAP, certain long-term foreign exchange
            contracts are considered to be hedges of sales revenue denominated
            in foreign currencies or the cost of goods to be purchased in
            foreign currencies. Gains and losses related to changes in market
            values of such contracts are deferred and recognized when the
            contract is settled as part of sales revenue or the cost of
            purchased goods as appropriate. Under United States GAAP, changes in
            the market value of the contracts would be included in current
            earnings.

      e)    Derivative instruments

            During 2001, the Company signed an amendment to the existing
            Collective Agreement whereby the employees agreed to salary
            reductions or increases based on the price of gold during the term
            of the agreement. Under Canadian GAAP, no value was assigned to this
            embedded derivative. Under United States GAAP (SFAS 133), the
            related derivative is evaluated at its fair value as at December 31,
            2001 and the resulting charge of $584,000 would be recorded in
            current earnings.

      f)    Capital stock

            Under Canadian GAAP, the value assigned to the common shares issued
            in consideration of the business acquisitions referred to in Note 3
            is based upon the average trading price of the shares over a
            reasonable period before and after the closing date of the merger
            (June 30, 2001). Under United States GAAP, the value assigned to the
            common shares is based upon the average trading price of the shares
            over a reasonable period before and after the date the terms of the
            business combinations are agreed to and announced (April 25, 2001).

                                       98
18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

      g)    Warrants of the entity subject to significant influence

            Under Canadian GAAP, no value would be recognized for the warrants
            issued by CCR, the entity subject to significant influence, for
            which the Company has granted an automatic conversion feature into
            common shares of the Company. Under United States GAAP, the fair
            value of the conversion feature is recognized in shareholders'
            equity and recorded as an additional cost to the investment in CCR.
            As at December 31, 2001, the adjustment of $485,000 represents the
            fair value of the conversion feature.

      h)    Elimination of deficit

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

      i)    Change in accounting policies under United States GAAP

            On January 1, 2001, the Company implemented FASB Statement No. 133
            (SFAS 133), "Accounting for Derivative Instruments and Hedging
            Activities". On January 1, 2001, no transition adjustment resulted
            from the adoption of SFAS 133.

      j)    Future accounting changes

            In June 2001, the FASB issued SFAS No. 141, Business Combinations.
            SFAS No. 141 requires that all business combinations be accounted
            for under the purchase method and defines the criteria for
            identifying intangible assets for recognition apart from goodwill.
            SFAS No. 141 applies to all business combinations initiated after
            June 30, 2001 and all business combinations accounted for using the
            purchase method for which the acquisition date is July 1, 2001 or
            later. The Company adopted SFAS No. 141 effective July 1, 2001.

                                       99
18.   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES ("GAAP") (CONTINUED)

      j)    Future accounting changes (continued)

            Also in June 2001, the FASB issued SFAS No. 142, Goodwill and Other
            Intangible Assets. SFAS No. 142 addresses the accounting and
            reporting of acquired goodwill and other intangible assets. SFAS No.
            142 discontinues amortization of acquired goodwill and instead
            requires annual impairment testing of acquired goodwill. Intangible
            assets will be amortized over their useful economic life and tested
            for impairment in accordance with SFAS No. 121, Accounting for the
            Impairment of Long-Lived Assets and for Long-Lived Assets to Be
            Disposed Of. Intangible assets with an indefinite useful economic
            life should not be amortized until the life of the asset is
            determined to be finite. Management has determined that the adoption
            of this new standard will have no material impact on earnings.

            In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
            Retirement Obligations that established standards for recognition
            and measurement of a liability for an asset retirement obligation
            and the associated asset retirement cost. The statement provides for
            an initial recognition of the fair value of a liability for an asset
            retirement obligation in the period in which it is incurred when a
            reasonable estimate of fair value can be made. The asset retirement
            obligation is recorded as a liability with a corresponding increase
            to the carrying amount of the related long-lived asset.
            Subsequently, the asset retirement cost is allocated to expense
            using a systematic and rational allocation method and is adjusted to
            reflect period-to-period changes in the liability resulting from
            passage of time and revisions to either timing or the amount of the
            original estimate of undiscounted cash flows. The statement is
            effective for fiscal years beginning after June 15, 2002 and the
            Company has not yet determined the effect of the adoption.

            In August 2001, the FASB issued SFAS No. 144, Accounting for the
            Impairment or Disposal of Long-Lived Assets that established a
            single accounting model, based on the framework of SFAS No. 121
            ("Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to Be Disposed Of"), for long-lived assets to be
            disposed of by sale. The statement is effective for fiscal years
            beginning after December 15, 2001 and the Company does not expect
            any significant impact upon adoption.

19.   COMPARATIVE FIGURES

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

                                      100
20.   SUBSEQUENT EVENT

      On January 31, 2002, Queenstake Resources Ltd. ("Queenstake"), exercised
      its right and agreed to purchase all of Oro De Sotula S.A. de C.V. shares
      ("Oro"). Oro is a company incorporated under the laws of Mexico and is a
      wholly owned subsidiary.

      The maximum purchase price for the Oro shares of US$2,000,000 is payable
      as follows:

      a)    US$1,000,000 promissory note maturing on the third anniversary of
            the date of issuance. Such note is subject to adjustment by the
            following amounts:

            -     to the extent that the actual liability, incurred by
                  Queenstake with respect to outstanding litigation commenced in
                  1996, between Oro and the Mexican tax authorities ("The tax
                  case") and reclamation costs of properties owned by Oro ("the
                  reclamation"), 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.

      b)    Up to a maximum of US$1,000,000 secured by promissory notes expiring
            on December 31, 2005 as described below:

            -     US$150,000 note payable on the tenth business day following
                  the day on which the price of gold, as defined below, is at
                  least US$315 per ounce.

            -     US$250,000 note payable on the tenth business day following
                  the day on which the price of gold, as defined, is at least
                  US$330 per ounce.

            -     US$600,000 note payable on the tenth business day following
                  the day on which the price of gold, as defined, is at least
                  US$350 per ounce.

                                      101
20)   SUBSEQUENT EVENT (CONTINUED)

      The price of gold to be used is the average of the London PM fix over a
      120-day calendar period, being the sum of the daily fixes divided by the
      number of days on which the fix is quoted, provided certain minor
      exceptions.

      The Company will retain an interest providing for a net smelter return
      royalty of 1% to be paid on all production by Queenstake from the mining
      concessions and exploration properties which are owned by Oro at the time
      of closing. Furthermore, in the event of any sale, option or similar
      agreement occurring with a third party after closing and before December
      31, 2005, relating to the Oro shares, the mine or mining concessions and
      exploration properties which are owned by Oro, the Company will receive
      33 1/3% of the total consideration under such agreement.

      In the event the Company receives cash consideration for the promissory
      notes referred to above, the proceeds will be recognized in earnings in
      the year in which such proceeds are received by the Company.

                                      102
ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS

      Exhibit Table and Index to Exhibits

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

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

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

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

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

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

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

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

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

3     Articles of Incorporation and By-Laws

      3.1   Restated Articles of Incorporation dated August 9, 1999 (G) (Exhibit
            4(a)).

      3.2   Articles of Amendment dated May 19, 2000 consolidating the Common
            Shares on the basis of one post consolidation Common Share for every
            ten pre-consolidation Common Share. (F) (Exhibit 3.1)

      3.3   Articles of Arrangement effective June 30, 2001 relating to the
            merger with GeoNova Explorations Inc.

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

                                      103
3.5   Amendment of By-Law No. 1 (A) (Exhibit 3.11)

      4     Instruments Defining the Rights of Security Holders Including
            Indentures

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

      10    Material Contracts

            Management Contracts and Compensatory Plans and Arrangements

      10.1  The Corporation's Employee Incentive Plan as amended (E) (Exhibit
            (99)

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

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

      10.4  Royalty Agreement with Repadre Capital Corporation made as of April
            23, 1993. (C) (Exhibit 10.14) and amendment dated June 30, 2001
            (Exhibit 10.4.1)

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

      21.1  Significant subsidiaries

      23.1  Consent of Samson Belair/Deloitte & Touche

      23.2  Consent of KPMG LLP.

      23.3  Consent of Met-Chem Canada Inc.

                                      104
SIGNATURES

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

                                   CAMPBELL RESOURCES INC.

Dated: May 14, 2002                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)

                                      105
CAMPBELL RESOURCES INC.

                                    FORM 20-F

                                  EXHIBIT INDEX

3.3      Articles of Arrangement between the Corporation and GeoNova
         Explorations Inc. effective June 30, 2001

10.4     Amending Agreement between the Corporation and Repadre Capital
         Corporation effective June 30, 2001

21.1     Significant subsidiaries

23.1     Consent of Samson Belair/Deloitte Touche

23.2     Consent of KPMG LLP

23.3     Consent of Met-Chem Canada Inc.

                                     106