<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 1999

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

                           Commission File No. 1-8488

                             CAMPBELL RESOURCES INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S>                                                        <C>
                  Canada                                             Not Applicable
                  ------                                             --------------
(State or other jurisdiction of incorporation              (I.R.S. Employer Identification No.)
          or organization)

120 Adelaide Street West, Suite 1910, Toronto, Ontario M5H 1T1         Not Applicable
--------------------------------------------------------------         --------------
       (Address of principal executive offices)                          (Zip code)

Registrant's telephone number, including area code                     (416) 366-5201
                                                                       --------------
</TABLE>

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

Title of each class                  Name of each exchange on which registered
-------------------                  -----------------------------------------
Common Shares                                 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

At March 27, 2000, the registrant had outstanding 157,152,288 common shares,
without nominal or par value, the only class of registrant's stock outstanding.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates at such date was US$36,716,803 (based on the closing price of
such common share of US$0.234 on such date as reported on the New York Stock
Exchange, Inc. composite listings.)
<PAGE>   2
                       DOCUMENTS INCORPORATED BY REFERENCE


Certain portions of registrant's Proxy Circular relating to an Annual and
Special Meeting of Shareholders scheduled to be held on May 19, 2000 are
incorporated by reference into Part III of this report and certain portions of
the 1999 Annual Report to shareholders are incorporated herein by reference into
Parts I, II, and IV of this report. These portions of such Proxy Circular and
Annual Report are filed as exhibits to this Form 10-K.
<PAGE>   3
                             CAMPBELL RESOURCES INC.
                                      Index
                         Annual Report on Form 10-K for
                          Year Ended December 31, 1999

<TABLE>
<CAPTION>

                                                                                                         Page


                                     PART I


<S>               <C>                                                                                              <C>
Items 1. and 2.   Business and Properties...........................................................................2

Item 3.           Legal Proceedings................................................................................24

Item 4.           Submission of Matters to a Vote of
                  Security Holders.................................................................................24

                                     PART II

Item 5.           Market for Registrant's Common Equity
                  and Related Stockholder Matters.......................... .......................................25

Item 6.           Selected Financial Data..........................................................................25

Item 7.           Management's Discussion and Analysis
                  of Financial Condition and Results of Operations.................................................25

Item 7A.          Quantitative and Qualitative Disclosures about Market Risk.....................................  26

Item 8.           Financial Statements and Supplementary
                  Data.............................................................................................27

Item 9.           Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure.............................................................................27

                                             PART III

Item 10.          Directors and Executive Officers
                  of the Registrant................................................................................27

Item 11.          Executive Compensation...........................................................................28

Item 12.          Security Ownership of Certain Beneficial
                  Owners and Management............................................................................28

Item 13.          Certain Relationships and Related Transactions...................................................28

                                              PART IV

Item 14.          Exhibits, Financial Statement Schedules,
                  and Reports on Form 8-K..........................................................................29
</TABLE>
<PAGE>   4
                         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>
         1995                0.7323                  0.7286          0.7431            0.7076
         1996                0.7301                  0.7332          0.7513            0.7235
         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
</TABLE>

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

         On March 27, 2000, the noon buying rate for Cdn. $1.00 was US$0.6847

         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 which is equal to 31.103 grams. To convert grams per
tonne to ounces per ton, multiply grams per tonne by 0.029. DISTANCES are
referred to either as miles, equal to 1.6093 kilometres; feet, equal to 0.305
metres; kilometres, equal to 0.621 miles; or metres, equal to 3.28 feet. ACREAGE
is referred to as acres, which represents 0.4046 hectares; hectares, equal to
2.471 acres; or square miles equal to 640 acres or 258.99 hectares.

         As used throughout this report, the term "PROVEN (MEASURED) RESERVES"
means reserves for which (a) quantities are computed from dimensions revealed in
outcrops, trenches, workings or drill holes; (b) grade and/or quality are
computed from the results of detailed sampling and (c) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so
well defined that size, shape, depth, and mineral content of reserves are
well-established. The term "PROBABLE (INDICATED) RESERVES" means reserves for
which quantity and grade and/or quality are computed from information similar to
that used for proven (measured) reserves, but the sites for inspection, sampling
and measurement are farther apart or are otherwise less adequately spaced. The
degree of assurance, although lower than that for proven (measured) reserves, is
high enough to assume continuity between points of observation.
<PAGE>   5
Cautionary "Safe Harbor" Statement Under the Private Securities Litigation
Reform Act of 1995.

This report contains certain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and is subject
to the safe-harbor created by such section. 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 1 and 2 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", and elsewhere in Item 1 and 2, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations in Item
7". 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.
<PAGE>   6
                                     PART I

ITEMS 1 AND 2 - BUSINESS AND PROPERTIES

GENERAL

         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.

         At the annual meeting of shareholders scheduled to be held on May 19,
2000, shareholders will be asked to approve, by special resolution, a
consolidation (reverse split) of the Corporation's common shares on the basis of
one post-consolidation common share for every ten pre- consolidation common
shares (or such lesser number as the directors in their discretion may
determine).

         The Corporation is a gold mining and natural resource company whose
principal assets are the Joe Mann gold mine (the "Joe Mann Mine") located in the
Chibougamau area of northwestern Quebec, the Santa Gertrudis gold mine (the
"Santa Gertrudis Mine") located in the State of Sonora, Mexico and the Cerro
Quema gold property (the "Cerro Quema Property") located in the southern Azuero
Peninsula in the Los Santos province of Panama. Segmented financial information
with respect to the Corporation's domestic and foreign operations is set out in
Note 10 to the Corporation's consolidated financial statements for the year
ended December 31, 1999. Such financial statements are filed as a part of Item
14 of this report.

         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 resulted in the temporary suspension of development and mining
operations to permit re-evaluation of the economic viability of the Joe Mann
Mine and development of a new Long Term Mine Plan ( the "Mine Plan"). This Mine
Plan, which provides for a change in the mining method from shrinkage and
longhole to cut-and-fill, was adopted in November, 1999 and production is to
resume in April, 2000. (See " New Long Term Mine Plan, Mine Development and
Exploration" on page 7).

         In July 1994, the Corporation acquired the Santa Gertrudis Mine from
Phelps Dodge Corporation. The Santa Gertrudis Mine, an open pit heap leach gold
mine located near the town of Magdalena, Sonora, Mexico, approximately 150 miles
south of Tucson, Arizona, was brought into production in 1991 by its previous
owner. The Corporation holds its interests in Mexico through its wholly-owned
subsidiary, Oro de Sotula, S.A. de C.V. ("Sotula"). In December, 1997, mining
operations were temporarily suspended due to low gold prices and insufficient
developed ore reserves. Leaching operations continued until the end of 1998.

                                        2
<PAGE>   7
         In mid 1999, Sotula acquired the adjoining Roca Roja mining property.
This property hosted a former producing gold mine and was the focus of the 1999
exploration program. Following successful initial exploration efforts, limited
mining operations, at levels expected to be sufficient to cover most of the
ongoing planned exploration costs, resumed in the fourth quarter of 1999. There
can be no assurance that sufficient ore reserves will be discovered and
developed or that gold prices will rise to a level, that will make it economic
to continue limited mining operations or to increase production to historical
levels.

         In March 1996, the Corporation acquired all of the shares of Minera
Cerro Quema, S.A., a Panamanian corporation ("Minera"), whose primary asset is
the Cerro Quema Property. In November 1996, a positive feasibility study, at an
assumed gold price of US$400 per ounce, was completed and presented to the Board
of Directors. Following completion of some additional test work and receipt of
required permitting and exploitation concessions, final approval for the project
was given in February 1997. In December 1997, as a consequence of sustained
lower gold prices, the Corporation decided to defer further development of Cerro
Quema until the gold price reaches a level that will ensure economic viability
of the project. There can be no assurance that such gold prices will be
attained.

         The Corporation continues to have, as one of its primary business
objectives, the acquisition of additional sources of gold production through the
acquisition of producing mines or developed properties. The Corporation has and
is continuing to evaluate a number of such investment opportunities in North and
South America.

         The Corporation sells metals on international markets at prices which
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 can not be claimed by any of the
market participants.

         Factors which 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 and its wholly-owned subsidiaries employed approximately 231
persons as of December 31, 1999, of which 79 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 1999 and 1998, there were no material strikes or walkouts at either of
the Corporation's operating mines.

                                        3
<PAGE>   8
         In September 1996, the collective bargaining unit at the Joe Mann Mine,
represented by Le Syndicat des Travailleurs-euses de la Mine Meston ("CSN"),
consisting of 145 employees, approved a collective bargaining agreement covering
a three year period. In February 1999, CSN agreed to a two year extension of
current agreements with an annual wage increase of $0.25 per hour and a gold
price participation formula. Also in February 1999, a three year contract, on
the same terms as to wage increase and gold price participation, was approved by
the Metallurgistes Unis d'Amerique covering workers at the Camchib Mill. With
the decision to suspend development and mining operations in September, 1999,
approximately 140 employees were placed on temporary layoff. The recall of these
employees started in November, 1999 once the new Mine Plan was approved and
development work commenced in preparation of the change of mining method and is
expected to be complete by the end of the first quarter of 2000. See "Employees"
on page 11.

         In December, 1997, the Corporation concluded an agreement with the
National Union of Miners, Metallurgists and Similar Workers of the Mexican
Republic, which represented the 143 hourly employees at the Santa Gertrudis
Mine, with respect to the cessation of mining operations and termination of all
employees covered by the agreement. With the resumption of limited mining
operations, the Corporation has entered into renewable three month contracts
with approximately 67 employees. On resumption of full scale mining activities,
a new union contract will be negotiated.

Intercorporate Relationships

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


                         CAMPBELL RESOURCES INC.
                              (Canada)
                                 | |
                                 | |
                                 | |
                                 | |
SOTULA GOLD CORP.                | |             MESTON RESOURCES INC.
    (Canada)      --100%---------   --100%--         (Quebec)
       |             |                              Joe Mann Mine
       |             |                     Chibougamau Exploration Properties
       |             |                                    |
       |             |                                    |
      100%------------                                   100%
       |                                                  |
       |                                                  |
ORO DE SOTULA, S.A. de C.V.                    MINERA CERRO QUEMA, S.A.
      (Mexico)                                          (Panama)
Santa Gertrudis Mine                             Cerro Quema Property
Exploration Properties


                                       4
<PAGE>   9
THE JOE MANN MINE

         HISTORY

         The Joe Mann property was acquired in July 1980 by Meston Lake
Resources Inc. ("Meston Lake"), a predecessor of Meston Resources Inc.
("Meston"), a wholly-owned subsidiary of the Corporation.

         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 programme and
aided in the financing of this programme 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 programme began. The exploration programme 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 with proven
and probable mineable reserves of 910,000 tons grading 0.22 ounces of gold per
ton at December 31, 1986. During 1987, Campbell also increased its ownership in
the mine to 100%. The mine has been in continuous operation since 1987. 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 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 which
has since been approved. (See "New Long Term Mine Plan, Mine Development and
Exploration" on page 7).

         At the Joe Mann Mine, the Corporation's subsidiary Meston holds a
number of mining concessions and a mining lease along with 25 mining claims
surrounding the concessions. Under Quebec mining law, the Corporation'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.

                                       5
<PAGE>   10
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 the Corporation 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
pages 19 and 20, SOQUEM pays the annual fees and incurs the expenditures
necessary to keep the applicable mining claims in good standing.

         LOCATION AND ACCESS

         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 covering 90 hectares, a mining lease
covering 14.8 hectares and 25 mining claims covering approximately 400 hectares.
In addition, Meston holds 197 mining claims covering approximately 3,150
hectares outside of the Joe Mann Mine area. The property is accessed from
Chibougamau by road. Highway 167 leads to the gravel mine access road, which is
approximately 12 miles in length and is serviced by Meston.

         GEOLOGY

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

         Two principal veins account for approximately 100% of the known
reserves and 100% of the 1999 and planned 2000 production. 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 which occur at the northern and southern
contacts between the porpphyry 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 will start to be 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 is continuing in order to confirm grade and potentially wider zones in
this area.

                                       6
<PAGE>   11
         MINEABLE RESERVES

         Mineable reserves at the Joe Mann Mine are continually updated by
management to reflect operations and exploration activity and are periodically
reviewed by independent consultants.

         The following table summarizes diluted mineable reserves estimated by
management and calculated as at December 31, 1999 on the basis of a gold price
of US$300 per ounce, and as at December 31, 1998 and December 1997, on the basis
of gold prices of US$325 and US$375 per ounce respectively.
<TABLE>
<CAPTION>

                                       Proven and Probable Mineable Reserves

                          December 31, 1999               December 31, 1998              December 31, 1997

                                         Grade                         Grade                                Grade
                           Tons         (oz/ton)        Tons          (oz/ton)          Tons              (oz/ton)
<S>                       <C>           <C>            <C>            <C>              <C>                 <C>
Proven                    179,924         0.269        397,305         0.231           489,931              0.239
Probable                  121,945         0.295        119,285         0.224            63,486              0.232
                          -------         -----        -------         -----           -------              -----
Total                     301,869         0.280        516,590         0.229           553,417              0.238
                          =======         =====        =======         =====           =======              =====
</TABLE>
         The total estimated diluted proven and probable mineable reserves at
the Joe Mann Mine decreased by 214,721 tons from 516,590 tons at December 31,
1998 to 301,869 tons at December 31, 1999. After taking into account production
during 1999 of 261,382 tons grading 0.211 ounces per ton, the total diluted
proven and probable mineable reserves increased on a net basis during this
period by 46,661 tons. Reserves decreased during 1999 because access to the
mineralization below the 2350 level can only be achieved on completion of the
development. The decrease in tonnage and increase in grade at December 31, 1999
also reflects the assumption of five foot mining widths compared to six foot
mining widths in the prior years and the reduction in the assumed gold price
from US$325 to US$300 per ounce. With this development work now under way on the
six mining levels below the 2350 level, reserves should return to historical
levels.

         NEW LONG-TERM MINE PLAN, MINE DEVELOPMENT AND EXPLORATION

          During 1999, as production moved to the lower levels, operations were
significantly affected by ground control problems and excessive dilution.
Resulting higher cash operating costs compelled management to make significant
changes at the Joe Mann Mine.

         Despite the positive impact of the discovery of a new zone in 1998,
discussed above under "Geology" on page 6 and the introduction of a new work
schedule which materially increased the number of working days per year, as
described below under "Employees" on page 11, the excessive dilution resulted in
the temporary suspension of development and mining operations to permit
re-evaluation of the economic viability of the Joe Mann Mine and development of
a new Mine Plan.

         This Mine Plan, which provides for a change in the mining method from
shrinkage and long hole to cut and fill, was adopted in November, 1999. Under
this Mine Plan, production of
                                       7
<PAGE>   12
approximately 63,500 ounces is expected in 2000 with annual production over the
following three year period to average 90,000 ounces at an estimated average
cash operating cost of US$220. The Mine Plan assumes a gold price of US$300 per
ounce. Significant improvements are expected in the recovery of ore with lower
dilution due to selective mining at narrower widths. Development to enable the
Mine Plan to be implemented was started in December, 1999 and production is to
resume in April, 2000. There can be no assurance that the foregoing expectations
will be realized.

         In light of the difficulties and changes described above, all
development and diamond drilling ceased in September, 1999. During 1999, 15,908
feet of lateral development and 75,107 feet of diamond drilling were completed
at cost of approximately $4,300,000 net of deferred revenue from development
ore. This compares to 17,361 feet of lateral development and 101,438 feet of
diamond drilling in 1998, completed at a net cost of approximately $4,552,000.
Continuity of gold mineralization has been confirmed to a depth of 3,700 feet,
1,125 feet below the current deepest production level of the mine and
mineralization remains open at depth.

         Exploration in 2000 will be focussed on delineating additional reserves
within parallel shears to permit production to continue beyond mid 2004 as
currently provided for in the Mine Plan. In addition, initial drilling has
suggested the presence of wider, high grade zones of ore between the 2350 and
3450 levels. Should the recent drill results continue, an increase in both gold
and copper grades and a reduction in cash operating costs is possible.

         WEST ZONE

         In addition to ore from the Main and South Veins, which are situated
east of the production shaft, the prior mine plan had 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 for the time being and only limited mining is being carried
out.

         CHANGE TO CUT-AND-FILL MINING METHOD

         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.

         As mining moved to lower levels, ground control problems were
experienced particularly in the upper portions of certain shrinkage stopes. In
order to control these problems and reduce dilution, the Mine Plan incorporates
the use of cut-and-fill mining methods that will replace the previously used
mining methods. It is expected that the ground stability problems, which led to
dilution and related increased costs experienced in 1999, will be controlled.

         This method is well suited to mine steeply dipping vein deposits, such
as those found at the Joe Mann Mine. With this method, a series of haulage
drifts are driven in the footwall from the shaft parallel to the orebody.
Cross-cuts are tunnels perpendicular to the haulage drifts that are excavated
from the haulage drifts to intersect the orebody at regular intervals. Service
and ventilation raises, which provide access and air flow to the working area,
and ore passes, which



                                       8
<PAGE>   13
are used to deliver ore to a collection point, are excavated from the cross-cut.
As a result of this development, the orebody is divided into convenient blocks
or stopes that are ready to be mined.

         The ore will be mined in a series of horizontal slices or sequences
starting from the bottom of the stope, working upwards. Ore will be drilled
using jackleg drills, blasted and removed from the stopes through ore passes. It
will then be loaded on five-ton electric trams and hauled to the loading pocket
at the bottom of the shaft where it is hoisted to the surface for processing.

         After a complete sequence has been extracted, part of the resulting
void will be filled with fill material which is fed by gravity from the surface.
At the Joe Mann Mine, Campbell will back fill with sand deposits that are found
in close proximity to the mine and cap the fill with cement floors. This fill
provides support for the sidewall of the excavation as well as the floor from
which the next sequence can be mined. A pillar will also be left above and below
each cross-cut to provide additional support and stability. As the stope
progresses upwards, the service and ventilation raises and ore passes are
maintained within the filled stope.

         Cut-and fill mining has many advantages compared to other underground
mining methods. Usually cut-and-fill mining requires lower development
expenditures when compared with shrinkage and long-hole mining methods. It also
generally provides more stability in areas with poor ground conditions and
results in less dilution and greater ore recovery.

         The problem of dilution caused by stope wall failure is more controlled
with stability provided by the fill. When blasting occurs, there is less risk of
waste from the walls being added to the ore. A mined out stope that is back
filled may provide support to adjacent work areas. At Joe Mann, this additional
stability is expected to enable mining widths to decrease from six feet to five
feet. Since the ore veins are typically less than five feet, miners will not be
extracting the additional one foot of waste rock. This results in an effective
increase in the grade of the ore, and lessens costs as anticipated in the
long-term mine plan.

         Another advantage of cut-and-fill mining is that it allows miners to be
more selective giving rise to excellent grade control. Areas of uneconomic waste
rock may be left in place. With shrinkage and long-hole mining these waste
blocks would have to be mined, thereby lowering the mill head grade.

         An additional important advantage of cut-and-fill mining deals with the
continuity of operations and speed of ore recovery. With shrinkage and long-hole
mining methods, approximately 60% of the ore remains in the stope until it is
completely drilled and blasted. In addition to the cash flow from individual
stopes being delayed because the ore is not immediately hauled to the surface,
several mining problems can result. Additional dilution following blasting can
occur as loose rock on the walls of the stope may fall into broken ore. Ore may
also become trapped within a particular stope as the walls converge because of
the stresses of the overlying rock. With cut-and-fill mining, ore is removed
from the stope through the ore pass and hauled to the shaft on a daily basis,
thereby reducing the risk of these potential problems.

                                       9
<PAGE>   14
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 is regularly
maintained and is in good working order.

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

                                  JOE MANN MINE
                               PRODUCTION SUMMARY
                             Year ended December 31
                             ----------------------
<TABLE>
<CAPTION>

                                      1999 (1)              1998          1997
                                      --------              ----          ----
<S>                                   <C>                   <C>           <C>
Tons Milled                            267,000             299,000      266,000
Gold Grade (oz./ton)                     0.204               0.252        0.299
Copper Grade (%)                          0.22               0.243         0.28
Gold Produced (ounces)                  51,300              70,100       73,500
Copper Produced (000's lbs)              1,065               1,316        1,367
Cash Operating Costs (2) (US$             $292                $257         $264
per oz. of gold)

</TABLE>

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

(2)      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 the Corporation's Camchib Mill for processing. The Camchib Mill was
commissioned in 1955 and is regularly maintained and is in good working order.

         During 1999, the gold recovery rate at the Camchib Mill which processed
ore from the Joe Mann Mine was 94.2% and the copper recovery rate was 95.4%
compared to 94.3% and 94.2% respectively in 1998. The mill process includes
three separate circuits; a gravity circuit, a flotation circuit and a cyanide
circuit. Original design capacity at the Camchib Mill was 3,500 tons per day as
a flotation mill. The Camchib 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.


                                       10
<PAGE>   15
         EMPLOYEES

         At the Joe Mann Mine, 108 persons were employed as of December 31,
1999, compared to 228 persons as of December 31, 1998 of whom 77 mine workers
were covered by a collective bargaining agreement with Le Syndicat des
Travailleurs-euses de la Mine Meston (CSN), one mill worker was 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). With resumption of operations at the end of the first quarter of 2000,
the level of employees during the remainder of 2000 is expected to return to
usual levels. During 1999 and 1998, there were no material strikes or walkouts
at the Joe Mann Mine.

         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. The new long-term mine plan continues the
seven-day per week mining schedule, which was introduced in 1999, as compared to
the previous five-day per week schedule and the elimination of the two-week
summer shut down. 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 provide for an annual
increase of $0.25 per hour for the mine and mill workers amounting to an annual
cost of $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. With
the decision in September, 1999 to suspend development and mining operations,
approximately 140 employees were laid off in accordance with the Quebec
employment standards legislation and the provisions of the collective
agreements. The recall of these employees started in November, 1999 once the
Mine Plan was approved and development work commenced in preparation of the
change of mining methods. The recall is expected to be complete by the end of
the first quarter of 2000 and the resumption of mining operations.

         NET SMELTER ROYALTY

         In May, 1993, Meston sold a graduated net smelter return royalty to
Repadre Capital Corporation, 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, 1999, $366,000 was paid to Repadre
under this agreement compared to $548,000 paid for the year ended December 31,
1998.
                                       11
<PAGE>   16
THE SANTA GERTRUDIS MINE

         HISTORY

         The previous owner of the Santa Gertrudis Mine, Phelps Dodge
Corporation, through its Mexican exploration subsidiary, began to explore the
Santa Gertrudis district in 1984. The district was recognized to have potential
for sediment-hosted gold in fine-grained chemiclastic rocks similar to the gold
deposits of the Carlin trend in Nevada. A preliminary feasibility study was
completed in 1987 and the final feasibility study completed in October 1988. In
1989, Compania Minera Santa Gertrudis was formed for the purpose of holding the
concessions where deposits had been identified and for the eventual mining of
the deposits. The decision to begin production was made in 1989 and facility
construction started in May, 1990. See also page 2 for "History of Santa
Gertrudis".

         The first shipment of gold precipitate from the initial 2,000 metric
tonne of ore per day heap leach facility was made in June, 1991. The initial
capital investment was US$28.4 million. In 1992, an expansion was completed
increasing mine production to 3,000 metric tonnes of ore per day. This level of
production continued until December, 1997 when mining operations ceased due to
a lack of ore. Leaching of the ore pads continued through to December, 1998.
Limited mining operations resumed in the fourth quarter of 1999.

         LOCATION, ACCESS AND INFRASTRUCTURE

         The Santa Gertrudis Mine is located mid-way between Tucson, Arizona and
Hermosillo, Sonora, Mexico, 80 miles south of the United States-Mexico border.
The property is accessible by road which is paved except for the last 20 miles.
The town of Magdalena is located about an hour drive from the site. The Santa
Gertrudis Mine consists of a heap leach facility, a processing plant and
associated facilities.

         In September, 1995 the Santa Gertrudis Mine property was expanded by
28.2 square miles. Approximately half of the new property was acquired through
staking with the other half acquired through option agreements that allow the
Corporation to earn a 100% interest through staged payments aggregating a
maximum of US$1,000,000 over a five year period. As work was carried out on the
property, certain claims have been reduced or dropped and new claims acquired.
During 1999, the neighbouring Roca Roja property, comprising nineteen claims
covering an area of 4,500 hectares was acquired. The current property consists
of 61 claims comprising 23,893 hectares or 92.2 square miles.

         The Corporation's subsidiary, Sotula holds both the exploration and
exploitation concessions. To maintain these concessions, Sotula was required
either to incur exploration or development work or to have production revenues
in 1999 amounting to approximately US$1.4 million or US$52.00 per hectare.
Exploration and development expenditures and production revenues for 1999 were
considerably in excess of this requirement. The excess from 1999 and prior years
can be carried-forward and should be sufficient to cover requirements for the
foreseeable future on all of the strategic claims. Some claims may be dropped or
reduced in size


                                       12
<PAGE>   17
in the future if additional work fails to indicate potential for economic
mineralization. However, prior years' work plus planned exploration expenditures
exceed estimated work requirements for the foreseeable future on all claims. In
addition, an aggregate of US$146,000 was paid for property taxes during 1999.

         The mine site includes a diesel power plant, four-bay maintenance shop,
warehouse, modern office and telecommunications network, medical building, and
recovery plant. As a cost cutting measure, mine site camp facilities were closed
during 1999 and workers are now transported to and from the neighbouring town of
Magdalena.

         GEOLOGY

         The gold deposits are generally located within a nine mile by two mile
belt of sedimentary rocks that trends northwesterly along the southern range
front of Cerro Azul. Mineralization occurs throughout the stratigraphic section;
however, economically significant deposits are preferentially hosted by limey
siltstone and carbonate rocks. The Santa Gertrudis deposits have strong
geological similarities to the deposits in the Carlin trend in Nevada.
Mineralized zones are usually completely oxidized and other Carlin features such
as siliceous alteration, jasperoid zones, carbonaceous material and low angle
thrusting are also present at Santa Gertrudis. Fifty gold deposits and
occurrences, including the recent discoveries of El Toro Norte, Mirador and the
Escondida Northwest Splay, have been identified in the District. Additional
prospects are in the early stages of exploration.

         MINEABLE RESERVES

         The following table summarizes mineable reserves estimated by
management on the basis of a gold price of US$300 per ounce:
<TABLE>
<CAPTION>

                                           PROVEN MINEABLE RESERVES

                        December 31, 1999         December 31, 1998                    December 31, 1997
                                      Grade                      Grade                       Grade
                    Tonnes           g/tonne       Tonnes       g/tonne           Tonnes    g/tonnes
                    ------           -------       ------       -------           ------    --------
<S>               <C>                 <C>          <C>          <C>               <C>       <C>
Proven            416,000             2.33           Nil          Nil               Nil        Nil
</TABLE>

      Following cessation of mining activities in December, 1997, approximately
732,900 tonnes of proven and probable material grading approximately 1.69 grams
per tonne remained. Due to lower gold prices and because the quantity of
material in these areas of the property is insufficient to support costs, this
material no longer met the definition of ore reserves and was reclassified as
possible mineralized material. Exploration work is continuing in an effort to
identify additional material which could lead to this material becoming economic
and being again classified as ore reserves and would permit the level of
operations to increase and production to continue beyond 2000.

      OPERATIONS

      Limited mining operations resumed in November, 1999. There can be no
assurance that sufficient ore reserves will be discovered and developed or that
gold prices will rise to a level, that



                                       13
<PAGE>   18
will make it economic to continue limited mining operations or to increase
production to historical levels.

      Until December, 1997, mining had been carried out on a continuous,
round-the-clock basis with hydraulic shovels, front-end loaders, drills and a
fleet of twelve 50-tonne and two 85-tonne haulage trucks. The average mining
rate during 1997 was approximately 22,000 tonnes per day of which approximately
3,000 tonnes was ore representing a strip ratio of 6.3:1. Since November, 1999
and through 2000, limited mining is being carried out at a planned mining rate
of 7,500 tonnes per day of which approximately 1,130 tonnes is ore representing
an average strip ratio of 5.6:1.

      The ore is oxidized and processing utilises conventional heap leach
technology. In general, approximately 70% of the ore is crushed to minus three
inches before delivery to the leach pads and the remaining 30%, representing
fines, is amenable to direct delivery to the leach pads. Sodium cyanide
solutions are dripped over the ore piles on the leach pads and the gold-enriched
solutions are collected in solution ponds. Extraction of the gold from the
gold-enriched leach solutions is accomplished by pumping the solutions through a
series of carbon columns. The gold is adsorbed onto the carbon that is
subsequently transported to the plant for stripping using a hot caustic
solution. Zinc dust is added to the gold-laden strip solution to facilitate
precipitation of the gold. A filter system collects the gold-rich zinc
precipitate which was then dried. The zinc precipitate containing 75 to 90% gold
and approximately 5% silver is shipped to the United States for final refining.

      Subsequent to the acquisition of the Santa Gertrudis Mine in July, 1994,
based on the ore placed on the leach pads and the gold recovered, a recovery
rate of approximately 77% was experienced.

      The Phase IV leach pad, completed in mid 1997 to the east of the existing
Phase I pad provides an additional 1.23 million tonne capacity.

      The following table sets out production from the Santa Gertrudis Mine for
the past three years:
                                   SANTA GERTRUDIS MINE - PRODUCTION STATISTICS
<TABLE>
<CAPTION>

                                              Year ended December 31

                                           1999                 1998               1997
                                           ----                 -----              ----
<S>                                       <C>                   <C>                <C>
Tonnes ore mined                          98,000                  -              1,021,000
Gold Grade (g/tonne)                       2.24                   -                   1.71
Gold Recovery (%)                           n/a                   -                   69.5
Gold Produced (ounces)                    2,400                12,300               39,200
Cash Operating Costs                      $n/a(1)              $242(2)             $333(3)
(US$ per ounce of gold)
</TABLE>

(1)      Limited mining operations resumed in November, 1999.

(2)      1998 cash operating costs include overhead costs associated with
         keeping the mine infrastructure in place while the exploration work
         continues.

(3)      1997 operating costs include all on-site mining, plant, administration
         and transportation costs.

                                       14
<PAGE>   19
      EXPLORATION

      Exploration expenditures for 1999 were $2.3 million compared to $2.3
million in 1998. During 1999, exploration efforts at Santa Gertrudis were
focussed on evaluating the adjoining Roca Roja property acquired during the
year. US$1,500,000 has been budgeted for exploration in 2000.

      In the second half of 1999, efforts were primarily focussed on the La
Peque-Escondida Shear Zone. This Shear Zone is a primary exploration target
situated approximately three kilometres north of the mine infrastructure. This
east-west trending structure is 2.6 kilometres in length and has 10 distinct
zones of mineralization many of which have been mapped and sampled and are the
focus of advanced drilling. In addition to the El Toro Norte deposit mined in
late 1999 and the Mirador deposits which contains 316,000 tonnes of ore grading
2.29 grams per tonne, a third deposit know as the Escondida Northwest Splay was
discovered in 1999. Situated close to the mine infrastructure, it will be ready
for production once necessary infill drilling has been completed. To date the
Escondida Northwest Splay has been tested with 13 reverse circulation drill
holes totalling approximately 1,130 metres and contains proven mineable reserves
of 99,000 tonnes averaging 2.44 grams per tonne gold. The Mirador and Escondida
Northwest Splay are included in the mineable reserves table under Ore Reserves
on page 13.

      The Escondida West, Escondida Central and Escondida Northwest Zones are
situated close to the Escondida Northwest Splay deposit. Each has significant
potential to boost resources and potential reserves because of its proximity to
that deposit. The Escondida Central Zone, located approximately 275 metres east
of the Northwest Splay deposit, was the first zone drilled on the La
Peque-Escondida structure. In 1999, a total of 16 holes were drilled with many
reporting multi-gram values over widths of up to 21 metres. Some of the better
intersections from the 1999 program were 3.631 grams per tonne gold over 21.0
metres, 1.834 grams per tonne gold over 13.5 metres. Recently, several trenches
completed on the Central Zone in 1999 were deepened or extended to better expose
the mineralization and check assay results. Many of the results were in fact
better than previously reported leading to additional drilling of the zone. Two
drill holes have since been completed with the first hole intersecting 17.786
grams per tonne gold over 5.98 metres, while a second hole intersected 3.26
grams per tonne gold over 14.15 metres or 3.95 grams per tonne gold over 11.0
metres.

      Once new resource calculations have been completed, it may be possible to
mine this zone economically in conjunction with the Northwest Splay deposit.
Exploration to further evaluate other zones of the Escondida portion of the La
Peque-Escondida Structure is now underway. The nearby Escondida Northwest Zone
is approximately 600 metres northeast of the deposit and the Escondida West Zone
is found 50 metres southeast of the deposit.

      The Esco Zone, situated approximately 1.5 kilometres west of the Escondida
Northwest Splay, consists of four structures, only one of which is currently
being explored. The structure is defined by a series of old pits and shallow
shafts which have yielded values of up to 1.166 grams per tonne gold and greater
than 500 grams per tonne silver over 1.2 metres. The old workings suggest that
the target may have a width of approximately 10 metres. The structure is
associated with a 300 metre long gold soil geochemical anomaly with values in
excess of 0.2 grams per tonne gold. The presence of the old workings and the
extent of the sampling indicate the structure has a strike length of 80 metres;
however, a channel sample that returned a value of 3.668


                                       15
<PAGE>   20
grams per tonne gold over 0.7 metres taken along strike suggest the potential
strike length for the structure is in excess of 200 metres.

      Since many of the open pit deposits are related to fault or shear
structures with geochemical anomalies, reconnaissance exploration has been
focussed on these type of targets. Two target areas being explored are the
Viviana Fault and the San Enrique geochemical anomaly.

      Additional exploration has been completed along the La Vivana Fault. This
east-west trending structure extends from the Maracias Fault to the west and is
approximately 3.8 kilometres long. The La Vivana Fault is a significant
structure because it is thought to be the upper portion of the structure that
hosted the past producing Amelia Mine on the Roca Roja property. As such it has
excellent potential to host the upper portion of that deposit. Initial
investigations have been focussed on a small portion of the fault in an area of
previous workings. To date three reverse circulation drill holes totalling 444
metres have been completed to test the structure. One hole, drilled to test a
surface sample from a strongly altered fault zone that yielded 3.924 grams per
tonne gold, returned a value of 1.589 grams per tonne gold over 4.5 metres.
Additional mapping and sampling will be completed to define additional drill
targets.

      Ongoing regional exploration conducted in 1998 led to the discovery of the
San Enrique anomaly, a large soil geochemical anomaly with great potential
situated approximately seven kilometres south of the mine district. Further
exploration on the anomaly has been delayed because of difficulties in
concluding an agreement with the surface rights owner. As a result the
Corporation filed an application for temporary occupation from the Government of
Mexico. The Corporation has been advised that Temporary Occupation Resolution
was granted on March 17, 1999. This Resolution entitles the Corporation to
explore and exploit its claims, which underlie the property of the surface
rights owner, for five years and requires an annual payment of approximately
US$50,000. This amount was established by the Government of Mexico and is
adjusted annually for inflation.

      Despite the granting of the Temporary Occupation Resolutions, and ongoing
negotiations, the surface rights owner has continued to deny access to the area.
The Corporation is continuing negotiations with the surface rights owner and the
Mexican Federal and State Government authorities to allow the company access to
the ground so that a comprehensive program can begin.

      In addition, in 1997 Campbell started to investigate the potential for
deeper gold-bearing sulphide mineralization. A report by independent mineral
consultants concluded that the property has potential for a deep Carlin-type
target and that the geology, structure, geochemistry, geophysics and
mineralization are similar to the Post-Betze deposit located in Nevada's Carlin
Trend. Results of Campbell's exploration efforts and the independent report
supporting the similarities between Santa Gertrudis and the Carlin Trend
prompted management to seek a joint venture partner in order to undertake a
systematic exploration program to evaluate the deep sulphide potential. Several
senior mining companies with experience in exploring for and mining Carlin-type
orebodies have visited the property and concurred that there appears to be
excellent potential for the property hosting Carlin-type orebodies. However, the
current prevailing low gold prices have resulted in exploration budgets being
drastically cut within the gold mining industry making it difficult to
consummate a joint venture exploration program at this time.

                                       16
<PAGE>   21
      EMPLOYEES

      In December, 1997, the Corporation concluded an agreement with the
National Union of Miners, Metallurgists and Similar Workers of the Mexican
Republic ("Union") pursuant to which mining operations were suspended and 143
employees covered by the collective bargaining agreement were terminated. With
the resumption of limited mining operations, the Corporation has entered into
renewable three month contracts with approximately 67 employees. On resumption
of full scale mining activities, a new union contract will be negotiated. An
additional 55 employees not covered by the collective agreement were also
terminated. At December 31, 1999, there were 107 employees and contract workers
of whom 67 were under three month renewable contracts and 18 were engaged in
exploration activities.

THE CERRO QUEMA PROPERTY

      HISTORY

      The Cerro Quema Property was acquired on March 4, 1996. The history of the
Property is described above in Items 1 and 2 "Business and Properties" under the
caption "General".

      LOCATION, ACCESS AND INFRASTRUCTURE

      The Cerro Quema Property is located approximately 250 km southwest of
Panama City, on the southern Azuero Peninsula of Panama. The property is
accessible by road and close to hydroelectric power. The regional city of Chitre
is approximately 50 km north of the property. Chitre has a population of 35,000
and is served by an airport which has two regular daily flights from Panama
City.

      At the Cerro Quema Property, the Corporation's subsidiary, Minera Cerro
Quema, S.A. held exploration concessions covering approximately 20,000 hectares
which comprise the Cerro Quema Property. These exploration concessions were
converted to three extraction concessions totalling 15,000 hectares in February,
1997. Pre-extraction activities, which must commence within one year of the date
of the extraction concession, commenced in December, 1996. The mining law
permits a reduction or cessation of activities if prevailing economic conditions
hinder continuing activities. See "Mine Feasibility and Development" on page 18.
Under Panamanian mining law, a 2% net smelter return royalty is payable on
production. In addition, an annual surface tax of approximately US$1.00 per
hectare is also payable.

      GEOLOGY

      The geology at the Cerro Quema Property consists of host volcanic rocks
which originally contained pyrite and very low-grade gold. These rocks have been
highly weathered to result in a concentration of gold near the surface. The
highest grade ore is at the surface, with the grade gradually declining with
depth down to the lower limit of the oxidation boundary. Three near-surface
oxide deposits, the La Pava, Quema West and Quemita, currently comprise the
project, of which the La Pava deposit is the largest. The Quema West and Quemita
deposits are adjacent to each other and approximately 2.5 to 3.0 kilometres from
the La Pava deposit.



                                       17
<PAGE>   22
      The local topography consists of steep canyons and narrow ridges with
little or no extended flat or gently sloping areas. Below the steeper ridge
crests and canyons that form the core of the project area, the topography,
although still mountainous, is not as extreme and some wider canyons or valleys
and rolling hills are present.

      MINE FEASIBILITY AND DEVELOPMENT

      In November, 1996, a positive feasibility study was completed based on an
assumed gold price of US$400 per ounce, and presented to the Board of Directors
on the basis of which approval was given to proceed with pre-production
development including road construction and preparation of construction tender
documents. Following completion of some additional test work and receipt of
required permitting and exploitation concessions, final approval for the project
was given in February, 1997.

      In preparing the feasibility study, the Corporation carried out a detailed
review of the data produced by a previous owner on the property and completed
some confirmation drilling and test work. It is believed that approximately
US$8.5 million was spent on the property prior to acquisition by the
Corporation, including 17,000 metres of reverse circulation drilling and 4,500
metres of diamond drilling. In the feasibility study which was prepared on the
basis of a gold price of US$400 per ounce, a probable mineable reserve of 8.8
million tonnes at a grade of 1.16 grams per tonne was estimated by the
Corporation. Given current gold prices, this reserve is no longer economic and
is now categorized as mineralized material.

      Based on a review of the metallurgy of the mineralized material and
proposed mining plans and methods and on test work performed on representative
samples taken from the property, the feasibility study assumes a stripping ratio
of 0.64:1 and gold recoveries of 86% can be achieved in an open pit heap leach
operation. The oxidized nature of the gold mineralization accounts for the
favourable indicated recoveries.

      The feasibility study estimates the capital cost to develop an open pit
heap leach mine capable of producing 50,000 ounces of gold annually at US$32.8
million which includes provisions for contingencies. The capital costs were to
be funded from available cash and through debt financing, if necessary. Based on
existing mineralization the feasibility study indicates an estimated minimum
mine life of six years. At such time as production may commence, the
Cerro Quema Mine is expected to have approximately 170 employees.

      Construction and upgrading of the access road commenced in late 1996 with
main construction activities being commenced in early 1997, including the start
of the La Pava haul road, earthmoving and levelling of the general plant site
area, and initial construction of leach pad pond stability dams and the camp
infrastructure. Total construction and equipment cost incurred to December 31,
1997 was US$13.4 million. The fleet of mining equipment, acquired for the Cerro
Quema gold project, was sold in October, 1998 for US$2 million.

      In June, 1997 construction at the Cerro Quema gold project was temporarily
suspended by government order following heavy rainfalls which created high
levels of sedimentation in the local rivers. The Corporation, working in
conjunction with the Panamanian authorities, resolved the problem by completing
a program of sedimentation control and revegetation. As a result of these
environmental efforts, a resolution was passed lifting restrictions on the
project's development.



                                       18
<PAGE>   23
In December 1997, as a consequence of sustained lower gold prices, the
Corporation decided to defer further development of Cerro Quema until the gold
price reaches a level that will ensure economic viability of the project. The
project has been placed on a care and maintenance basis during 1999 and for
2000.

      EXPLORATION POTENTIAL

      A large portion of the 75 square mile property has only been covered by
reconnaissance exploration, usually including stream sediment sampling and rock
sampling on exposed ridges. An exploration programme will be initiated when
economics permit the project to proceed and once access and infrastructure are
in place.

MINERAL EXPLORATION PROPERTIES

      The Corporation has interests in precious and base metal properties in the
Chibougamau region of northwestern Quebec.

      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 programmes 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 148 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 198
claims and three mining concessions, 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


                                       19
<PAGE>   24
properties at its Camchib 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 programme 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, 1999, SOQUEM had incurred additional
expenditures under the amendments of $196,000 on the Meston properties and
$145,000 on the Chibougamau properties since the effective date of the 1997
amendments. The Corporation is not responsible for sharing expenditures with
respect to the referenced properties.

      During 1999, SOQUEM carried out an induced potential survey and minor
trenching on the Chibougamau properties. A diamond drilling programme is planned
for 2000. On the Meston property, only claim renewal costs were incurred in
1999. Some surface exploration work is scheduled for 2000.

      CAMPBELL FINANCINGS

      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$0.50 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$0.50 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$0.50 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$0.50 per Common Share. To March 27, 2000, debenture
holders had converted US$8,429,000 of debenture principal into 16,858,000 Common
Shares. Debentures in the amount of US$2,576,000 remain outstanding as of March
27, 2000.

MESTON DEBENTURES AND PREFERENCE SHARES

      During 1991, a predecessor of Meston entered into a corporate
restructuring and financing arrangement (the "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, a subsidiary of the
Corporation entered into an Interest Rate and Currency Exchange Swap Agreement
(the "Swap Agreement") with a major international bank and irrevocably assigned
all amounts receivable under the Swap Agreement directly to the


                                       20
<PAGE>   25
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, such bank is primary obligor under the Financing.
The Guaranteed Debentures are subordinate to all current non-trade and future
senior indebtedness of the Corporation and its subsidiary.

ENVIRONMENTAL MATTERS

      The Corporation 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. The Corporation 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 recently approved
and the first financial guarantee in the amount of $22,050 was posted on March
3, 2000. The plan for the Camchib 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. The Corporation currently estimates that the maximum annual
financial guarantees will range from $154,000 in the first year to $1,071,000
in the  fourth year for an aggregate of $2,450,000. The Corporation currently
accrues for the estimated site restoration costs at the Joe Mann Mine over the
estimated life of the mine. The total cost of completing the work contemplated
under the rehabilitation plans for both the Joe Mann Mine site and the Camchib
Mill site is currently estimated at between $2,500,000 and $3,500,000. 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 the Corporation's financial condition.

      At the Santa Gertrudis Mine in Mexico, based on general regulatory
guidelines, total reclamation costs are currently estimated at US$1,055,000
which has been accrued in the Corporation's books. This estimated cost will be
more than exceeded by the salvage value of plant and equipment. Only limited
reclamation will be carried out while the exploration programme and mining
operations continue.

      On an ongoing basis, environmental compliance costs are not material at
the Joe Mann Mine or the Santa Gertrudis operation.

      At the Cerro Quema Property in Panama, the feasibility study indicates
that, should the project be built, rehabilitation costs of up to US$2,000,000
which will be covered by the salvage value of the plant and equipment. Three
environmental studies were filed. A Preliminary Evaluation and an Environmental
Reconnaissance study were filed by the previous owner and an Environmental
Viability study was filed by the Corporation and was approved in December, 1996.
Based on current legislation and the recent experience of other mining projects,
the Corporation believes that environmental compliance can be achieved without
material impact on the economics of the Project. See "Mine Feasibility
Development" on page 18 for a discussion of stop work



                                       21
<PAGE>   26
orders issued by Panamanian authorities in June, 1997 as a consequence of heavy
rainfall and sedimentation problems.

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 does engage in
some limited hedging from time to time to protect against a portion of the
volatility (as described in Management's Discussion and Analysis and the notes
to the consolidated financial statements included in Exhibit 13.1 of this
report), a significant portion of the price movements in gold is not protected.
The Company's hedging and other activities involving financial instruments may
be subject to margin requirements. Although the Company has not been required to
post margin to date, significant changes in the factors affecting the pricing of
the financial instrument such as the price of gold, gold lending rates, option
volatility and foreign exchange rates, could result in the amount of margin to
be posted being material.

      The Corporation is primarily dependent on production from one operation,
the Joe Mann Mine, as the source of its cash flow. The cash flows from the
limited mining at the Santa Gertrudis Mine are expected to be fully
utilized on exploration at that mine. At the Joe Mann Mine, the new mine plan
is based on a gold price of US$300 per ounce and anticipates cash production
costs of US$225 per ounce in 2000 decreasing to US$220 per ounce in 2001. The
ability of the Corporation to achieve the cash costs is largely based on the
successful adoption of cut-and-fill mining and expected improved ground
conditions. While the Corporation has undertaken studies and engaged
consultants to confirm the suitability and beneficial impact of cut-and-fill
mining on the ground conditions, the actual results will not be known until
mining resumes. 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.

      The figures for ore reserves 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 estimates on which the reserve



                                       22
<PAGE>   27
calculations are based can be achieved. See "Mineable Reserves" on pages 7 and
13. 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 ore reserves containing relatively
lower grades of gold mineralization uneconomic. Moreover, short-term operating
factors relating to the ore reserves, such 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.

      The Cerro Quema Property is a low grade open pit heap leach project
located in a region of steep topography which experiences seasonally heavy
rainfall. While the rainfall has been taken into account in preparing the
feasibility study, and the Corporation believes that its impact on the project
can be managed, given the difficulties experienced during 1997 (see "Mine
Feasibility and Development" on pages 18 and 19), there can be no assurance that
excessive rainfall will not have an unforeseen negative impact on the
construction schedule, operating conditions, recovery rates or environmental
compliance. While the feasibility study for the Cerro Quema project was
carefully prepared by experienced engineers and advisors, no assurance can be
given that gold prices will improve to a level that the Cerro Quema Project can
proceed or that it can be completed as contemplated in the feasibility study for
the estimated costs or within the estimated time schedule. Also no assurance can
be given that the intended production schedule or estimated operating costs can
be achieved. While appropriate testing has been carried out by the Corporation
and its independent mining experts, there can be no assurance that recovery
rates achieved in small scale laboratory tests will be achieved under onsite
conditions or in production scale leaching.

      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.

      There is significant competition for the limited number of gold
acquisition opportunities in North and South America. As a result of this
competition, some of which is with companies with greater financial resources
than the Corporation, the Corporation may be unable to continue to acquire
attractive gold mining properties on terms it considers acceptable.

      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.


                                       23
<PAGE>   28
      RISKS OF FOREIGN OPERATIONS

      The operations at Santa Gertrudis and Cerro Quema are subject to the
federal, state and local laws of Mexico and Panama, respectively, including laws
and regulations relating to mining operations, environmental protection and
reclamation, labour relations and safety, land acquisition and mineral tenure,
expropriation of property and taxation and repatriation of profits. Future
changes in these laws or regulations or in their application are beyond the
control of the Corporation and may adversely affect its operations.

      The Corporation believes the present attitude of the Mexican government
toward foreign investment and the mining industry is favourable. However, in
view of upcoming elections and other economic factors, investors should consider
the risks associated with projects in Mexico.

      Over the last few years, Panama has modified its laws relating to mining
and the taxation of mining operations to stimulate foreign and local investment
in the mining sector. These include provisions that permit the duty-free
importation of all equipment, spare parts and materials required for mining
operations and the duty-free export of all minerals produced. The Corporation
views these legislative changes as reflecting an increasingly supportive
regulatory climate for mining investment in Panama.

ITEM 3. LEGAL PROCEEDINGS

      During 1996, the Corporation's Mexican subsidiary received import duty
assessments 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. 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 the Corporation. The Corporation, which has all
of the required documentation, has not provided for these amounts in its
financial statements on the basis of 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, the Corporation 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. The Corporation has been
advised by its Mexican counsel that this assessment is improper as it completely
ignores the earlier ruling. Accordingly the Corporation has filed a new appeal
before the Federal Tax Court to nullify the assessment. No provision has been
made in the financial statements for the amounts assessed on the basis of the
earlier ruling and the legal advice received. The charge against certain pieces
of machinery and equipment will be released when the final tax assessment is
issued.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      During the fourth quarter of the Corporation's fiscal year covered by this
report, no matters were submitted to the shareholders for approval through the
solicitation of proxies or otherwise.



                                       24
<PAGE>   29
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

MARKET PRICE RANGES FOR COMMON SHARES

      Information relating to the market prices for the Common Shares appears on
page 35 of the 1999 Annual Report to Shareholders which information is
incorporated herein by reference and is filed as Exhibit 13.1 to this report. On
March 27, 2000 the closing price of the Common Shares on The Toronto Stock
Exchange was $0.36 and on the New York Stock Exchange composite transactions was
US $0.2344 as reported by the Globe and Mail.

At the annual meeting of shareholders scheduled to be held on May 19, 2000,
shareholders will be asked to approve, by special resolution, a consolidation
(reverse split) of the Corporation's common shares on the basis of 1
post-consolidation common share for every ten pre-consolidation common shares
(or such lesser number as the directors in their discretion may determine).

SHAREHOLDERS

      As of March 27, 2000, Campbell had 12,594 common shareholders of record.

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 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 6.  SELECTED FINANCIAL DATA

      Information relating to this item appears under the caption "Five Year
Comparative Summary of Selected Financial Data" on page 34 of the 1999 Annual
Report to Shareholders which information is incorporated herein by reference and
is filed as Exhibit 13.1 to this report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

      Information relating to this item appears on pages 17 through 20 of the
1999 Annual Report to Shareholders which information is incorporated herein by
reference and is filed as Exhibit 13.1 to this report.



                                       25
<PAGE>   30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

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

Gold Risk Disclosures

         The results of the Company's operations are affected significantly by
the market price of gold. Gold prices are influenced by numerous factors over
which the Company has no control, including expectations with respect to the
rate of inflation, the relative strength of the United States dollar and certain
other currencies, interest rates, global or regional political or economic
crises, demand for jewellery and certain industrial products, and sales by
central banks, other holders of gold and gold producers.

         To reduce the impact of negative changes in the gold price the Company
may attempt to fix the future price at which the Company's gold production is
sold through the use of fixed forward sale contracts, spot deferred gold sale
contracts or through the use of various derivative instruments such as puts and
calls. 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 following table provides information as of
December 31, 1999 with respect to the Company's gold forward and option
contracts:

<TABLE>
<CAPTION>
                                                              Expected Year of Maturity                Fair Value
                                                              -------------------------                ----------
                                                                                                         ($000's)

<S>                                    <C>      <C>      <C>             <C>      <C>
                                       2000     2001     2002            2003     2004  Thereafter
                                      -----------------------------------------------------------

Forward sales contracts:                                                                                    $nil
  Ounces                               10,000
  Average price (US$ per o/z)          $290

Call options written (1)                                                                                $(1,750)
  Ounces                                        33,200   20,000
  Average price (US$ per o/z)                   $350     $350

</TABLE>
(1) The  calls are  subject  to  floating  gold  lease  rates  against  which an
allowance  of 1.50% is  provided.  The calls are also  subject  to margin  calls
should the mark-to-market liability exceed US$3.5 million.

Foreign Currency Risk Disclosures

         The Company's reporting currency is Canadian dollars. The sales price
of gold (represents approximately 95% of total metal sales) and copper
(represents approximately 5% of total metal sales) is denominated in United
States dollars. The Company's Joe Mann Mine is in Canada and the Santa
Gertrudis Mine operations are located in Mexico. The Company's future
profitability is impacted by fluctuations in the United States dollar and
Mexican Peso relative to the Canadian dollar.  To reduce the impact of the
fluctuations in the relative exchange rates on the Company's  operations the
Company may enter into fixed forward  contracts to sell United States dollars
and buy either Canadian  dollars or Mexican Pesos. At December 31, 1999 the
Company had no forward  contracts to sell United States dollars.



                                      26
<PAGE>   31
Other Financial Instrument Risk Disclosures

         At December 31, 1999 the Company had US$2,492,000 of short-term
deposits maturing in the first quarter of 2000 and 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.
At December 31, 1999 the estimated fair value of the convertible debentures and
short-term deposits was US$2,492,000 and US$1,924,000, respectively. Money
market instruments are denominated in Canadian dollars and are invested in
investment grade instruments. The fair value of the money market instruments
approximates their carrying values as, at December 31, 1999, they have
maturities of less than 60 days.

ITEM 8. FINANCIAL STATEMENTS AND QUALITATIVE DISCLOSURES ABOUT MARKET

      Information relating to this item appears on pages 21 through 33, and
under the caption "Selected Quarterly Financial Data (unaudited)" on page 34, of
the 1999 Annual Report to Shareholders which information is incorporated herein
by reference and is filed as Exhibit 13.1 to this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

         There are no disagreements on accounting and financial disclosure that
require mention in this Form 10-K.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Certain information relating to the Directors of Campbell is set out in
the Election of Directors section of the Proxy Circular in connection with the
2000 Annual and Special Meeting of Shareholders scheduled for May 19, 2000 which
information is incorporated herein by reference and is filed as Exhibit 20.1 to
this report.

EXECUTIVE OFFICERS OF REGISTRANT

      The executive officers of the Corporation, together with the offices of
the Corporation held by them, their ages and their experience since January 1,
1994, is set out below:
<TABLE>
<CAPTION>


                                                      Years in        Other Positions and
Name                        Office                    Office          Business Experience                          Age
----                        ------                    ------          -------------------                         -----
<S>                         <C>                       <C>             <C>                                         <C>
John O. Kachmar             President and               9             Certified Management                         63
                            Chief Executive                           Accountant.
                            Officer of the
                            Corporation
Lorna D.                    Vice President,             12             Lawyer.                                     48
MacGillivray                Secretary and
                            General Counsel
Paul J. Ireland             Vice President,              5             Chartered Accountant.                       42
                            Finance and
                            Chief Financial
                            Officer

</TABLE>



                                       27
<PAGE>   32
      There are no family relationships existing among any of the executive
officers, directors, or nominees for same 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.


ITEM 11.  EXECUTIVE COMPENSATION

      Information required under this item is set out in the Proxy Circular in
connection with the 2000 Annual and Special Meeting of Shareholders scheduled
for May 19, 2000 which is incorporated herein by reference and is filed as
Exhibit 20.1 to this report.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

      Information required under this item not set out below is set out in the
Proxy Circular, in connection with the 2000 Annual and Special Meeting of
Shareholders scheduled for May 19, 2000 which is incorporated herein by
reference and is filed as Exhibit 20.1 to this report.

      The following table lists the number of Common Shares beneficially owned
by each executive officer listed in the table under the caption "Executive
Compensation" in the Proxy Circular. The percentage ownership calculation for
each owner has been made on the basis that there are outstanding 157,152,288
Common Shares.
<TABLE>
<CAPTION>

      Name                   Number of Shares           % of Class
      ----                   ----------------           ----------

<S>                            <C>                     <C>
John O. Kachmar ........       190,000(1)              (less  than) 1%
Lorna D. MacGillivray ..        99,000(2)              (less  than) 1%
Paul J. Ireland ........        16,638(3)              (less  than) 1%

Three executive officers
as a group .............       305,638(4)              (less  than) 1%
</TABLE>

(1)   Excludes 1,350,000 Common Shares subject to option, of which 1,000,000 are
      currently exercisable or exercisable within the next 60 days.
(2)   Excludes 400,000 Common Shares subject to option, of which 250,000 are
      currently exercisable or exercisable within the next 60 days.
(3)   Excludes 375,000 Common Shares subject to option of which 225,000 are
      currently exercisable or exercisable within the next 60 days.
(4)   Excludes 2,125,000 Common Shares subject to option of which 1,475,000 are
      currently exercisable or exercisable within the next 60 days.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


      No reportable transactions or relationships involving the registrant and
any of its directors or officers existed during the last fiscal year.



                                       28
<PAGE>   33
                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a)   DOCUMENTS FILED AS PART OF THIS REPORT:

      1.          Financial Statements

                  Auditors' Report

                  Consolidated Balance Sheets as at December 31, 1999 and 1998

                  Consolidated Statements of Operations
                  Years Ended December 31, 1999, 1998 and 1997

                  Consolidated Statements of Retained Earnings (Deficit) -
                  Years Ended December 31, 1999, 1998 and 1997

                  Consolidated Statements of Cash Flows -
                  Years Ended December 31, 1999, 1998 and 1997

                  Notes to the Consolidated Financial Statements

      2.          Financial Statement Schedules

                  All financial Statement Schedules filed as a part of this
                  report are included in Item 8 of this report and reference is
                  made thereto.

      3.          Exhibits

                  (A) refers to documentation 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 (Commission file number 1-8488) 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 (Commission file number 1-8488) and
                  incorporated herein by reference.

                  (D) refers to documents previously filed as an exhibit to
                  Campbell's Current Report on Form 8-K dated March 28, 1996
                  (Commission file number 1-8488) and incorporated herein by
                  reference.



                                       29
<PAGE>   34
                  (E) refers to documents previously filed as an exhibit to
                  Campbell's Annual Report on Form 10-K for the year ended
                  December 31, 1996 dated March 26, 1997 (Commission file number
                  1-8488) and incorporated herein by reference.

                  (F) 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.

                  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
                  (Exhibit 4.(a))

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

3.12              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 (F)
                  (Exhibit (99)

10.2              Amended Employment Agreement dated December 1, 1994 between
                  the Corporation and John O. Kachmar (B) (Exhibit 10.2)

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

10.4              Amended Employment Agreement dated December 10, 1996 between
                  the Corporation and Paul J. Ireland (E) (Exhibit 10.4)

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

                  Material Contracts

10.6              Royalty Agreement with Repadre Capital Corporation made as of
                  April 23, 1993. (C) (Exhibit 10.14)

10.7              Stock Purchase Agreement dated July 6, 1994 between the
                  Corporation, Sotula Gold Corp., Sonoran Mining Corporation and
                  Compania Minera Zapata S. de R.L. de C.V. relating to the
                  purchase of Santa Gertrudis (B) (Exhibit 10.11)




                                       30
<PAGE>   35
10.8              Purchase and Sale Agreement dated March 4, 1996 between Cyprus
                  Exploration and Development Corporation, Campbell Resources
                  Inc. and Compania de Exploracion Mineral, S.A. (D) (Exhibit
                  1.1)

13.1              Certain Portions of the Annual Report to the Shareholders for
                  the year ended December 31, 1999 contained on pages 17 to 35
                  inclusive. [Note: Such Annual Report, except for those
                  portions thereof which are expressly incorporated by reference
                  in this Report on Form 10-K, is furnished for the information
                  of the Securities and Exchange Commission and is not deemed
                  "filed" as part of the filing of this Report on Form 10-K.]

20.1              Proxy Circular dated March 23, 2000 in connection with the
                  2000 Annual and Special Meeting of Shareholders scheduled to
                  be held on May 19, 2000.

21.1              Significant subsidiaries.

23.1              Consent of KPMG LLP.

27.1              Financial Data Schedule


(b)     REPORTS ON FORM 8-K

         There were no reports on Form 8-K filed in the fourth quarter of 1999.

(c)     EXHIBITS

                  Exhibits are listed under (a)3 above.


(d)   FINANCIAL STATEMENTS SCHEDULES REQUIRED BY REGULATION S-X WHICH ARE
      EXCLUDED FROM THE CORPORATION'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
      ENDED DECEMBER 31, 1999.

                  Not applicable

                                         31

<PAGE>   36
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             CAMPBELL RESOURCES INC.


Dated: March 27, 2000                     By:/s/JOHN O. KACHMAR
                                          ------------------------
                                          John O. Kachmar
                                          President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                                   Title                                    Date
---------                                                   -----                                    ----
<S>                                                         <C>                                   <C>
 /s/ JOHN O. KACHMAR                                        Principal Executive Officer           March 27, 2000

John O. Kachmar, President and                              and Director
Chief Executive Officer
 /s/ PAUL J. IRELAND                                        Principal Financial and               March 27, 2000
-----------------------
Paul J. Ireland, Vice President,                            Principal Accounting
Finance and Chief Financial Officer                         Officer

 /s/ JAMES D. BEATTY                                                                              March 27, 2000
-----------------------
     James D. Beatty                                        Director

 /s/ GRAHAM G. CLOW                                                                               March 27,2000
-----------------------
     Graham G. Clow                                         Director

 /s/ ROD P. DOUGLAS                                                                               March 27, 2000
-----------------------
     Rod P. Douglas                                         Director

 /s/ JAMES C. McCARTNEY                                     Chairman of the Board of              March 27,2000
-----------------------
     James C. McCartney, Q.C.                               Directors and Director

 /s/ DONALD R. MURPHY                                                                             March 27, 2000
-----------------------
     Donald R. Murphy                                       Director

-----------------------
     Francis S. O'Kelly                                     Director

 /s/ G.E."KURT" PRALLE                                                                            March 27,2000
-----------------------
     G.E."Kurt" Pralle                                      Director

 /s/ JAMES D. RAYMOND                                                                             March 27, 2000
-----------------------
     James D. Raymond                                       Director

</TABLE>



                                       32


<PAGE>   37
                           CAMPBELL RESOURCES INC.

                                1999 Form 10-K

                                EXHIBIT INDEX


13.1     Annual Report to the Shareholders for the year ended December 31, 1999
         [Note: Such Annual Report, except for those portions thereof which are
         expressly incorporated by reference in this Report on Form 10-K, is
         furnished for the information of the Securities and Exchange Commission
         and is not deemed "filed" as part of the filing of this Report on Form
         10-K.]

20.1     Notice and Proxy Circular dated March 23, 2000 in connection with the
         2000 Annual and Special Meeting of Shareholders scheduled to be held on
         May 19, 2000 and Form of Proxy

21.1     Significant subsidiaries

23.1     Consent of KPMG LLP

27.1     Financial Data Schedule