<PAGE>   1

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                       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, 2000

[ ] 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>
<S>                                            <C>
                    CANADA                                     NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF INCORPORATION       (I.R.S. EMPLOYER IDENTIFICATION NO.)
                OR ORGANIZATION)
         1155 UNIVERSITY, SUITE 1405,
           MONTREAL QUEBEC H3B 3A7                             NOT APPLICABLE
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (514) 875-9033

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
             -------------------                 -----------------------------------------
<S>                                            <C>
                COMMON SHARES                             NEW YORK STOCK EXCHANGE
</TABLE>

       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 April 12, 2001, the registrant had outstanding 15,788,628 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$7,104,883 (based on the closing price of such
common share of US$0.45 on such date as reported on the New York Stock Exchange,
Inc. composite listings.)

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<PAGE>   2

                            CAMPBELL RESOURCES INC.

                                     INDEX
                         ANNUAL REPORT ON FORM 10-K FOR
                          YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----
<S>              <C>                                                           <C>
                                      PART I
Items 1. and 2.  Business and Properties.....................................    1
Item 3.          Legal Proceedings...........................................   15
Item 4.          Submission of Matters to a Vote of Security Holders.........   16

                                      PART II
Item 5.          Market for Registrant's Common Equity and Related
                 Stockholder Matters.........................................   16
Item 6.          Selected Financial Data.....................................   18
Item 7.          Management's Discussion and Analysis of Financial Condition
                 and Results of Operations...................................   19
Item 7A.         Quantitative and Qualitative Disclosures about Market
                 Risk........................................................   21
Item 8.          Financial Statements and Supplementary Data.................   22
Item 9.          Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure....................................   22

                                     PART III
Item 10.         Directors and Executive Officers of the Registrant..........   23
Item 11.         Executive Compensation......................................   24
Item 12.         Security Ownership of Certain Beneficial Owners and
                 Management..................................................   30
Item 13.         Certain Relationships and Related Transactions..............   31

                                      PART IV
Item 14.         Exhibits, Financial Statement Schedules, and Reports on Form
                 8-K.........................................................   32
</TABLE>
<PAGE>   3

                        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>
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
2000                                                    0.6669        0.6726     0.6947    0.6413
</TABLE>

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

     On March 30, 2001, the noon buying rate for Cdn. $1.00 was US$0.6410

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

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

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

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-
<PAGE>   4

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>   5

                                     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.

     The Corporation is a gold mining and natural resource company whose
principal assets are the Joe Mann gold mine (the "Joe Mann Mine") and the
Camchib Mill located in the Chibougamau area of northwestern Quebec.

     At the annual meeting of shareholders held on May 19, 2000, shareholders
approved 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.

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

     On March 28, 2001 the Corporation jointly announced, with MSV Resources
Inc. and GeoNova Explorations Inc., approval in principle of the merger of the
three companies. The transaction is subject to final approval by each Board of
Directors as well as regulatory and shareholder approvals. It is expected that
details of the transaction will be finalized and forwarded to shareholders of
each company by the end of April; however there can be no assurance that the
transaction will be successfully completed. Each Board of Directors has
appointed an independent committee. Griffiths McBurney & Partners, an
independent Canadian investment bank, has been engaged by the three companies to
assist in the structuring of the transaction and to render an opinion as to the
fairness of the transaction from a financial point of view to each Board of
Directors and the shareholders of the three Companies.

     The planned merger is being undertaken in order to consolidate the
operations of the three companies in the Chibougamau mining camp in northwestern
Quebec. It is expected that operating synergies and elimination of multiple
public company costs will contribute to making the Chibougamau operations of the
continuing company more competitive at current depressed gold and copper prices.

     The Joe Mann Mine, an underground gold mine owned by Meston Resources Inc.,
a wholly-owned subsidiary of the Corporation, is located near the town of
Chibougamau which is approximately 350 miles north of Montreal, Quebec. The Joe
Mann Mine was brought into production by Campbell in 1987. During 1999, as
production moved to lower levels, operations were significantly affected by
ground control problems and excessive dilution. The resulting higher cash
operating costs along with the low gold price, resulted in the temporary
suspension of development and mining operations in October 1999 to permit
re-evaluation of the economic viability of the Joe Mann Mine and development of
a new mining plan. A mining plan, which provided for a change in the mining
method from shrinkage and longhole to cut-and-fill, was adopted in November
1999, and production resumed in April 2000. Significant operating problems were
encountered in implementing the cut and fill mining method and on November 10,
2000, operations were again temporarily suspended. Since December 2000, a review
of mineral resources and reserves has been carried out, and a development and
exploration plan (the "2001 Plan") has been prepared that would permit
resumption of operations based on certain assumptions. Strategies have also been
initiated to ensure that the exploration and development work called for under
the 2001 Plan is properly funded. (See "2001 Plan and Prior Mining Plans" on
page 6).

     The Corporation also owns, through its wholly-owned subsidiary, Oro de
Sotula, S.A. de C.V. ("Sotula"), the Santa Gertrudis Property. Santa Gertrudis,
located near the town of Magdalena, Sonora, Mexico, was acquired from Phelps
Dodge Corporation in July 1994. The open pit heap leach gold mining

                                        1
<PAGE>   6

operation, brought into production in 1991 by its previous owner, was operated
by the Corporation from 1994 until December 1997, when mining operations were
temporarily suspended due to low gold prices and insufficient developed ore
reserves. Leaching operations continued until the end of 1998. 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 results, limited mining operations
resumed in the fourth quarter of 1999 and continued until October 2000. In
October 2000, it was determined that given excessive dilution being experienced
in mining narrow structures, the objective of covering fixed costs and
contributing to the cost of exploration work was not being achieved and
accordingly, mining operations were suspended.

     The exploration program at the Santa Gertrudis Property was terminated in
late November 2000, with leaching of stock piled ore continuing until the end of
2000. The Corporation believes there is excellent exploration potential at Santa
Gertrudis. However, given the decline in the Corporation's cash position and its
strategic decision announced on December 7, 2000 to refocus all of its corporate
efforts on the Joe Mann Mine, the Corporation has engaged Geographe Corporate
Advisory Limited ("Geographe"), a Canadian based firm which provides investment
advisory services to the mineral industry, to identify a joint venture partner
or a purchaser for the Santa Gertrudis property. (See "The Santa Gertrudis
Property" on page 9.)

     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 located in the southern Azuero Peninsula in the Los Santos
province of Panama (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 and 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 would ensure economic viability of the
project. Given the sustained lower gold prices and the Corporation's change in
corporate strategy, the Corporation reached an oral understanding in March 2001,
to sell its investment in Cerro Quema in return for a 9% net profits interest.
The Corporation will also be released from its environmental and mining bonds
and the Purchaser will assume all obligations with respect to Cerro Quema
project. Documentation is currently being completed and the transaction is
expected to close in the second quarter.

     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, 2000. Such financial
statements are filed as a part of Item 14 of this report as pages F-1 to F-19.

     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 cannot 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 301
persons as of December 31, 2000, of which 257, employed at the Joe Mann Mine,
were on temporary layoff, and 215 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
2000, 1999 and 1998, there were no material strikes or walkouts.
                                        2
<PAGE>   7

     In September 1996, the collective bargaining unit at the Joe Mann Mine,
represented by Le Syndicat des Travailleurs-euses de la Mine Meston ("CSN"),
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 November 2000, approximately 257 employees
were placed on temporary layoff. Some of these employees are expected to be
recalled in the second quarter as work begins on the 2001 Plan. (See "2001 Plan
and Prior Mine Plans" and "Employees" on pages 6 and 8.)

     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. When limited mining operations were resumed in late
1999, the Corporation entered into renewable three-month contracts with
approximately 67 employees. All employees were terminated by February 28, 2001.
Five former employees provide security, administrative and reclamation services
under monthly renewable contracts.

INTER-CORPORATE 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:

                     [Inter-Corporate Relationships Chart]

                                        3
<PAGE>   8

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 program and aided in the
financing of this program with the objective of determining the commercial
viability of the project. The mine was dewatered in early 1985 and in June of
that year, an underground exploration program began. The exploration program
resulted in the discovery of 800,000 tons of ore reserves and prompted the
decision to re-start production. Commercial production began on April 2, 1987.
During 1987, Campbell also increased its ownership in the mine to 100%. The mine
was in continuous operation from 1987 until November 1999. As part of an
expansion plan in 1989, a new shaft, the No. 2 shaft, was sunk to a depth of
2,050 feet.

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

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

     In the period following this decision, mineral resources and reserves were
reviewed and an Exploration and Development Plan (the "2001 Plan") for the
resumption of operations was prepared. Management also considered various
strategies to ensure that the future exploration and development requirements of
the mine would be properly funded. These included the appointment of Mr. Andre
Y. Fortier as President and Chief Executive Officer, the move of the
Corporation's executive office to Montreal and examination of the synergies to
be achieved through a consolidation of the mining operations in the Chibougamau
area. Mr. Fortier is also President and Chief Executive Officer of MSV Resources
Inc and GeoNova Explorations Inc., companies active in the Chibougamau, Quebec
mining camp. The 2001 Plan was presented to the Board of Directors on March 14,
2001. The 2001 Plan concluded that current development was insufficient to
permit the required production rates to be achieved and maintained and that a
development and long-term exploration program was required to permit planning
and development between the 2350 and 3400 foot levels.

     With the completion of the 2001 Plan in early March 2001, and completion of
the independent resource audit report by Met-Chem Canada Inc. in April (See
"Mineral Reserves" on page 5), alternative sources of financing for the
development and exploration work are being pursued. It is expected that initial
financing will be arranged in the second quarter of 2001.

                                        4
<PAGE>   9

  Location, Access and Ownership

     The Joe Mann Mine is located approximately 40 miles south of Chibougamau,
Quebec which is approximately 350 miles north of Montreal. The property consists
of mining concessions 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.

     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. 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 12 and 13, SOQUEM pays the annual fees and incurs the
expenditures necessary to keep the applicable mining claims in good standing.

  Geology

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

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

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

  Mineral Reserves

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

     The following table summarizes undiluted mineral reserves estimated by
management and calculated at December 31, 2000 on the basis of a gold price of
US$280 per ounce, at December 31, 1999 on the basis of a gold price of US$300
per ounce, and at December 31, 1998 on the basis of a gold price of US$325. The
mineral reserves at December 31, 2000 were confirmed, with limited independent
sampling and testing, by

                                        5
<PAGE>   10

Met-Chem Canada Inc., independent geological and mining consultants, in a report
to the Corporation dated April 12, 2001.

                      PROVEN AND PROBABLE MINERAL RESERVES

<TABLE>
<CAPTION>
                                               DECEMBER 31,         DECEMBER 31,         DECEMBER 31,
                                                 2000(1)                1999                 1998
                                            ------------------   ------------------   ------------------
                                                       GRADE                GRADE                GRADE
                                             TONS     (OZ/TON)    TONS     (OZ/TON)    TONS     (OZ/TON)
                                            -------   --------   -------   --------   -------   --------
<S>                                         <C>       <C>        <C>       <C>        <C>       <C>
Proven....................................  236,200    0.286     179,924    0.269     397,305    0.231
Probable..................................   91,500    0.350     121,945    0.295     119,285    0.224
                                            -------    -----     -------    -----     -------    -----
Total.....................................  327,700    0.304     301,869    0.280     516,590    0.229
                                            =======    =====     =======    =====     =======    =====
</TABLE>

---------------
Notes:
(1) Mineral reserves were verified internally by Linda Desjardins, a Qualified
    Person, who has been employed as a geologist at the Joe Mann Mine since
    1988, using the data bloc modelling method with a cut-off grade of .175 oz
    Au/ton.

     The total estimated proven and probable mineral reserves at the Joe Mann
Mine increased by 25,831 tons from 301,869 tons at December 31, 1999 to 327,700
tons at December 31, 2000. After taking into account production during 2000 of
138,000 tons grading 0.208 ounces per ton, the total proven and probable
mineable reserves increased on a net basis during this period by 163,831 tons.
Reserves increased on a net basis during 2000 because access to the
mineralization below the 2350 level was achieved on completion of development.
Also a six-foot width was again used under the 2001 Plan based on operating
experience during 2000. The increase in tonnage and increase in grade at
December 31, 2000 reflected the assumption of six foot mining widths compared to
five foot mining widths in the previous year and the reduction in the assumed
gold price from US$300 to US$280 per ounce.

  2001 Plan and Prior Mine Plans

     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, and the introduction of a new work schedule which materially
increased the number of working days per year, excessive dilution resulted in
the temporary suspension of development and mining operations in November 1999,
to permit re-evaluation of the economic viability of the Joe Mann Mine and
development of a new mine plan. This mine plan, which provided for a change in
the mining method from shrinkage and long hole to cut and fill, was adopted in
November 1999. Production resumed in April 2000.

     Significant operating problems were encountered in implementing the cut and
fill mining method with productivity significantly below expectations and
operating costs prohibitively high. With the help of outside consultants,
efforts were made through the period from August until November 2000, to solve
the operating problems. Given the level of losses being incurred and the low
gold prices, the decision was taken on November 10, 2000 to again temporarily
suspend mining operations. Since November 2000, a review of mineral resources
and reserves has been carried out and the 2001 Plan has been prepared that would
permit resumption of operations based on certain assumptions.

     The 2001 Plan contemplates a resumption of mining operations, following the
completion of approximately four months of development work needed to open up a
sufficient number of work sites to permit the operation to reach and maintain
the minimum economic production rate. This lateral development work will be
carried out on a seven day per week schedule and is expected to cost
approximately $1.5 million. The 2001 Plan provides for a long-term development
program extending over a 30-month period to provide for a production period of
four and a half years. The total program involves approximately 41,000 feet of

                                        6
<PAGE>   11

development including 20,000 feet of drifting, 10,000 feet of raising and 11,500
feet of sub levels at an estimated cost of $7.5 million.

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

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

     Mining and milling is initially expected to be carried out on a five day
per week schedule with the mill operating 18 to 20 days per month. The 2001 Plan
calls for daily production of 850 tons with total operating costs of
approximately $95.00 per ton.

     During 2000, 10,968 feet of lateral development and 4,889 feet of diamond
drilling were completed at cost of approximately $9,880,000 net of revenue from
development ore. This compares to 15,908 feet of lateral development and 75,107
feet of diamond drilling in 1999, completed at a net cost of approximately
$4,300,000 net of revenue from development ore. Exploration in 2000 was focussed
on delineating additional reserves within parallel shears to permit production
to continue beyond mid 2004. Continuity of gold mineralization has been
confirmed to a depth of 3,500 feet, 600 feet below the current deepest
production level of the mine and mineralization remains open at depth.

  West Zone

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

  Mining

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

                                        7
<PAGE>   12

     Until mid-1999, mining was predominantly carried out using the shrinkage
stope mining method. In 1999, approximately 50% of the ore came from the
shrinkage stopes, 31% from longhole stoping, and 19% from development and
recovery muck. With the change in mining method in 2000, 45.4% of mining was
from cut and fill stopes, 25.5% from long hole stopes and 28.4% from development
muck. (See also under "2001 Plan and Prior Mine Plans" for discussion of
proposed mining methods on pages 6 and 7).

     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>
                                                             2000(1)     1999(2)       1998
                                                             --------    --------    --------
<S>                                                          <C>         <C>         <C>
Tons Milled................................................   138,000     267,000     299,000
Gold Grade (oz./ton).......................................     0.208       0.204       0.252
Copper Grade (%)...........................................     0.220        0.22       0.243
Gold Produced (ounces).....................................    26,300      51,300      70,100
Copper Produced (000's lbs)................................       550       1,065       1,316
Cash Operating Costs(3) (US$ per oz. of gold)..............  $    465    $    292    $    257
</TABLE>

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

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

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

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

  Milling

     To date, 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 2000, the gold recovery rate at the Camchib Mill, which processed ore
from the Joe Mann Mine, was 93.1% and the copper recovery rate was 95.4%
compared to 94.2% and 95.4% respectively in 1999. The mill process includes
three separate circuits; a gravity circuit, a flotation circuit and a cyanide
circuit. Original design capacity at the 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.

  Employees

     At the Joe Mann Mine, 266 persons were employed as of December 31, 2000,
including 257 persons on temporary layoff, compared to 108 persons as of
December 31, 1999. Of the 266 employees, 187 mine workers were covered by a
collective bargaining agreement with Le Syndicat des Travailleurs-euses de la
Mine Meston (CSN), 27 mill workers were covered by a collective bargaining
agreement with Les Metallurgistes Unis d'Amerique (the United Steelworkers of
America) and one nurse was covered by a collective bargaining agreement with La
Federation des Infirmiers et Infirmieres du Quebec (FIIQ). Once operations
resume, the 2001 Plan contemplates that the number of employees would be reduced
from historical levels of approximately 230 to 166 employees. During 2000 and
1999, there were no material strikes or walkouts at the Joe Mann Mine.

                                        8
<PAGE>   13

     In September 1996, the collective bargaining unit at the Joe Mann Mine,
represented by CSN, approved a collective bargaining agreement covering a three
year period with wage increases of 0.73% in the first year and 1.22% and in the
second and third years. In February 1999, CSN, the union representing the hourly
mine workers, supported the implementation of the new work schedule and agreed
to a two year extension to the current labour agreement. Also in February 1999,
a new three year contract was agreed to with Les Metallurgistes Unis d'Amerique
(the United Steel Workers of America), the union representing the hourly mill
workers, on the same terms regarding wages and gold price participation as were
approved by the CSN. The collective agreement with FIIQ has comparable terms to
the other two collective agreements. The agreements provided for an annual
increase of $0.25 per hour for the mine and mill workers, amounting to an annual
cost of approximately $120,000. In addition, a gold price participation formula
has also been approved. For a gold price ranging between $525 and $625 per
ounce, the employees would be entitled to a maximum of an additional $0.80 per
hour. With the decision in November 2000 to suspend mining operations,
approximately 257 employees were laid off in accordance with the Quebec
employment standards legislation and the provisions of the collective
agreements. The recall of the majority of these employees is expected to
commence in the second half of May 2001 once the 2001 Plan is approved and the
development and exploration work begins. The 2001 Plan initially contemplates a
five-day per week mining schedule with lateral development to be carried out on
a seven-day per week schedule, compared to the 2000 seven-day per week schedule.
A seven-day per week schedule may resume in the second year of production as
development work opens more work sites.

  Net Smelter Royalty

     In May 1993, Meston sold a graduated net smelter return royalty to Repadre
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, 2000, $187,250 was paid to Repadre
under this agreement compared to $366,000 paid for the year ended December 31,
1999.

THE SANTA GERTRUDIS PROPERTY

  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. The
decision to begin production was made in 1989 and facility construction started
in May 1990. The first shipment of gold precipitate from the initial 2,000
metric tonnes 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 and
continued until mining operations were again suspended on October 15, 2000.

  Location, Access and Infrastructure

     The Santa Gertrudis Property 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 Property consists of a heap leach facility, a processing plant and
associated facilities.

     In December 2000, the Santa Gertrudis Mine property was reduced in size by
19 claims from 61 claims comprising 23,893 hectares or 92.2 square miles to 34
claims comprising of 8,440 hectares or 32.6 square miles. This reduction was
undertaken so that the Corporation could retain the claims covering the more
highly

                                        9
<PAGE>   14

prospective areas of the property including the deep drilling potential and the
geochemical anomaly discussed on pages 14 and 15.

     The Corporation's subsidiary, Sotula holds both the exploration and
exploitation concessions in 2000. To maintain these concessions, Sotula is
required either to incur exploration or development work or to have a certain
level of production revenues. At current requirements, all concessions have
sufficient work credits for a minimum of 10 years. Exploration and development
expenditures and production revenues for 2000 were considerably in excess of
this requirement. The excess from 2000 and prior years can be carried-forward
and should be sufficient to cover requirements for the foreseeable future on all
of the strategic claims. In addition, an aggregate of US$146,000 was paid for
property taxes during 2000 with expected annual property taxes in 2001 of
$131,150 payable in two equal installments, of which US$65,575 was paid in
January 2001 and the remaining half is due in July 2001.

     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 were transported to and from the neighbouring town of
Magdalena. With the suspension of mining operations in October and exploration
activities in November 2000, the plant and equipment have been properly
mothballed. In addition to and in co-ordination with the work being carried out
by Geographe to find an interested investor in the Santa Gertrudis Property,
efforts are underway to find buyers for the plant and equipment.

  Geology

     The gold deposits are generally located within a nine 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 historical mineral reserves estimated by
management on the basis of a gold price of US$300 per ounce:

                            PROVEN MINERAL RESERVES

<TABLE>
<CAPTION>
          DECEMBER 31,       DECEMBER 31,        DECEMBER 31,
              2000               1999                1998
        ----------------   -----------------   -----------------
                  GRADE               GRADE              GRADE
        TONNES   G/TONNE   TONNES    G/TONNE   TONNES   G/TONNES
        ------   -------   -------   -------   ------   --------
<S>     <C>      <C>       <C>       <C>       <C>      <C>
Proven   Nil       Nil     416,000    2.33      Nil       Nil
</TABLE>

     Following cessation of mining activities on October 15, 2000, approximately
320,000 tonnes of indicated material grading approximately 2.3 grams per tonne
remained. Due to low gold prices and because the quantity of material is
insufficient to support costs, this material no longer meets the definition of
mineral reserve.

  Operations

     Limited mining operations resumed in November 1999, and continued to
October 15, 2000. During 2000, mining was planned at the reduced rate of 7,500
tonnes per day of which including approximately 1,130 tonnes

                                        10
<PAGE>   15

of ore and representing an average strip ratio of 5.6:1. To October 15, 2000,
approximately 2.8 million tonnes of material was moved including approximately
333,000 tonnes of ore representing a strip ratio of 7.7:1.

     Since July 1994, based on the ore placed on the leach pads and the gold
recovered, a recovery rate of approximately 77% was achieved. The Phase IV leach
pad, completed in mid 1997 to the east of the existing Phase I pad, has a
remaining 885,000 tonne capacity at the time mining operations were suspended.

     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
                                                              -----------------------------
                                                               2000       1999       1998
                                                              -------    -------    -------
<S>                                                           <C>        <C>        <C>
Tonnes ore mined............................................  333,000(1)  98,000(1)      --
Gold Grade (g/tonne)........................................     1.70       2.24         --
Gold Recovery (%)...........................................      n/a        n/a         --
Gold Produced (ounces)......................................   12,100      2,400     12,300
Cash Operating Costs (US$ per ounce of gold)................  $   449(1) $   n/a(1) $   242(2)
</TABLE>

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

(1) Limited mining operations resumed in November 1999, and continued until
    October 15, 2000. Leaching continued until January 2001. 2000 operating
    costs include all on-site mining, plant, administration and transportation
    costs including overhead costs to the end of the year.

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

  Exploration Potential

     Exploration expenditures for 2000 were approximately US$1,400,000 compared
to US $1.6 million in 1999. During 1999, exploration efforts at Santa Gertrudis
were focussed on evaluating the adjoining Roca Roja property acquired during the
year. Recent exploration advances, in particular, understanding of the role of
structure, have highlighted both the near-surface oxide potential and the deep
Carlin-type sylphide/oxide potential. Near surface potential includes the
alluvium covered Tascalito target, located immediately southwest of the
mine-site, which likely hosts the displaced upper extensions of the Becerros
deposits, and the San Enrique target, located 6.5km south of the mine-site,
where a tectonic window related to the Magdalena core complex exposes deeper
portions of the system. Specific deep targets, with potential for sulphide
Carlin-type mineralization are located in the Amelia and Greta areas.

     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 does not intend to pursue
this matter further at this time.

     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

                                        11
<PAGE>   16

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
prevailing low gold prices resulted in exploration budgets being drastically cut
within the gold mining industry making it difficult to consummate a joint
venture exploration program. With the assistance of Geographe, the Corporation
has been making a renewed effort in the quarter of 2001 to identify a joint
venture partner to examine the deep Carlin-type potential of the Property. These
efforts are continuing.

  Employees

     At December 31, 2000, there were 18 employees and contract workers of whom
6 were under three month renewable contracts. In January and February all
employees were terminated and severances paid. There are currently five contract
workers under monthly renewable contracts, carrying out administration work,
some reclamation work and maintaining security.

THE CERRO QUEMA PROPERTY

     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".

     Given the sustained lower gold prices and the Corporation's change in
corporate strategy, the Corporation reached an oral understanding in March 2001
to sell its investment in Cerro Quema in return for a 9% net profits interest.
The Corporation will also be released from its environmental and mining bonds
and the Purchaser will assume all obligations with respect to Cerro Quema
project. Documentation is currently being completed and the transaction is
expected to close in the second quarter.

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 programs on the Meston and Chibougamau
properties. During 1995, these agreements were amended to extend their term and
increase the expenditures. In July 1997, these agreements were further amended
to provide that, SOQUEM can earn a 50% interest in the Meston property which
comprises 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
                                        12
<PAGE>   17

consideration for the 1997 amendments, SOQUEM agreed to fund $100,000 of
underground drilling on a north zone of the Joe Mann Mine. This amount was
credited to the $1.6 million of required expenditures on the Meston property.

     Should SOQUEM not spend the amounts set out above, SOQUEM will earn no
interest in the properties. Meston has retained the right of first refusal to
treat any ore produced from these properties at its 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 program in 1992 to December 31,1997, SOQUEM had
spent approximately $2,548,000 on the Meston property and $2,431,000 on the
Chibougamau properties. To December 31, 2000, SOQUEM had incurred additional
expenditures under the amendments of $200,000 on the Meston properties and
$220,000 on the Chibougamau properties since the effective date of the 1997
amendments. The Corporation is not responsible for sharing expenditures with
respect to the referenced properties.

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

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$5.00 per Common Share. The 7 1/2%
Debentures are redeemable for cash at any time after the fifth anniversary of
the date of issue and, at the Corporation's option, may be redeemed in Common
Shares on the basis of one Common Share for each US$5.00 of 7 1/2% Debenture
principal being redeemed. The right of the Corporation to redeem the 7 1/2%
Debentures for cash or Common Shares is conditional on the average price of the
Common Shares exceeding US$5.00 during a period of 20 consecutive days prior to
notice of redemption. The Corporation may, at its option, repay the 7 1/2%
Debentures at maturity by issuing Common Shares of the Corporation at the
conversion price of US$5.00 per Common Share (on a post-consolidation basis). To
March 29, 2001, debenture holders had converted US$8,454,000 of debenture
principal into 1,690,800 Common Shares (on a post-consolidation basis).
Debentures in the amount of US$2,551,000 remain outstanding as of April 12,
2001.

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 (the "Bank") and irrevocably
assigned all amounts receivable under the Swap Agreement directly to the
investors. The proceeds of the Swap Agreement will be used to make all interest
payments, repay the Guaranteed Debentures upon maturity and retract the
Preferred Shares. Accordingly, the Bank is primary obligor under the Financing
and the Company is contingently liable should the Bank fail to perform under the
agreements.

     The mineral development expenditures which were renounced to the investors
in 1991 were based, in part, on independent valuations of certain related
mineral properties. Canada Customs and Revenue Agency
                                        13
<PAGE>   18

(CCRA) has challenged certain of those valuations, and disallowed certain of the
renounced flow-through deductions to certain of the investors. The Company may
be contingently liable for certain losses or damages to investors, if any, that
may result if CCRA is ultimately successful in its challenges.

     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 approved in early 2000 and the first financial guarantee in the amount of
$22,050 was posted on March 3, 2000. The plan for the 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 $1,871,000 in the fourth year for an aggregate of $3,517,500. 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 $1,235,000 and $4,525,000. 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. Reclamation work has been
ongoing over the past two years. Further reclamation will await the outcome of
the efforts being taken with the assistance of Geographe to find an investor in
the Santa Gertrudis Property.

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

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 See Item 7 and note 8 of the

                                        14
<PAGE>   19

financial statements filed under Item 14 of this Annual Report at page F-13), a
significant portion of the price movements in gold is not protected. The hedging
and other activities involving financial instruments may be subject to margin
requirements.

     The Corporation is dependent on the future outlook for one operation, the
Joe Mann Mine, as the source of its cash flow. At the Joe Mann Mine, the 2001
Plan is based on a gold price of US$280 per ounce for 2001, US$290 per ounce for
2002 and US$300 per ounce thereafter and anticipates cash operating costs of
approximately US$95 per ton. The ability of the Corporation to achieve the cash
costs is largely based on the successful adoption of the operating assumptions
contained in the 2001 Plan. While the Corporation has undertaken studies and
engaged consultants, 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 2001 Plan also assumes that financing will be available for exploration
and development work necessary under the 2001 Plan. There can be no assurance
that such financing will be available or as to the timing thereof or that the
2001 Plan will be successfully implemented.

     The figures for mineral 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 on which these estimates are based can be achieved.
See "Mineral Reserves" on page 5. As well, lead times required for underground
stope and open pit preparation and development in mining operations can affect
production decisions and schedules. Gold price fluctuations may render mineral
reserves containing relatively lower grades of gold mineralization uneconomic.
Moreover, short-term operating factors relating to the mineral reserves, such 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
amount 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.

  Competition

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

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

ITEM 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 26, 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

                                        15
<PAGE>   20

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. Expert opinions have been submitted
and the case is being remitted to the Federal Tax Court. 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.

                                    PART II

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

MARKET PRICE RANGES FOR COMMON SHARES

QUARTERLY TRADING STATISTICS

COMMON SHARE PRICES

<TABLE>
<CAPTION>
                                         TORONTO STOCK EXCHANGE       NEW YORK STOCK EXCHANGE
                                         -----------------------    ---------------------------
                                                 (CDN$)                        (US$)
2000                                     HIGH    LOW     VOLUME     HIGH      LOW      VOLUME
----                                     ----    ----    -------    -----    -----    ---------
<S>                                      <C>     <C>     <C>        <C>      <C>      <C>
4th Quarter............................   .88     .35    389,204    0.563    0.188    1,456,700
3rd Quarter............................  2.40     .82    364,052     1.75     0.50    2,385,400
2nd Quarter............................  3.70    2.01    172,803     2.50     1.25    1,889,380
1st Quarter............................  4.50    2.20    195,034     3.13     1.43    2,047,940
</TABLE>

<TABLE>
<CAPTION>
1999                                     HIGH    LOW     VOLUME     HIGH      LOW      VOLUME
----                                     ----    ----    -------    -----    -----    ---------
<S>                                      <C>     <C>     <C>        <C>      <C>      <C>
4th Quarter............................  4.70    3.10    178,550     3.10     2.20      927,960
3rd Quarter............................  5.30    3.50    223,320     3.80     2.30      165,259
2nd Quarter............................  4.80    3.10    383,090     3.40     2.30      184,210
1st Quarter............................  5.00    2.20    286,500     3.40     1.60      350,187
</TABLE>

     On April 12, 2001 the closing price of the Common Shares on The Toronto
Stock Exchange was $0.77 and on the New York Stock Exchange composite
transactions was US$0.45 as reported by the Globe and Mail.

At the annual and special meeting of shareholders held on May 19, 2000,
shareholders approved 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.

     On February 16, 2001, the Corporation was advised that, based on the
business plan filed on December 26, 2000, the New York Stock Exchange ("NYSE")
was prepared to continue the listing of the Corporation's Common Shares at that
time. Failure of the Corporation to achieve the financial and operational
initiatives and goals in the business plan will result in the Corporation being
subject to trading suspension at the point that the initiative or goal is not
met and application by the NYSE to the Securities and Exchange Commission to
delist the Corporation's Common Shares.

     The NYSE will perform regular quarterly reviews of the Corporation's
performance compared to the business plan during the 18 month period during
which the Corporation must attain the requisite listing standards and has
reserved the right to suspend trading at any time.

                                        16
<PAGE>   21

     Independent of the above 18 month plan requirements, the Corporation's
share price is below the NYSE's US$1.00 minimum. The Corporation has committed
to seek shareholder approval of its announced business combination at its
planned June 8, 2001 annual meeting. The NYSE will then monitor the share price
for a period thereafter in response to this corporate action.

     The Corporation maintains frequent communication with the NYSE regarding
its performance relative to the business plan and the status of its listing.
There can be no assurance that the financial and operational initiatives and
goals in the business plan can be achieved and the listing on the NYSE retained.

SHAREHOLDERS

     As of April 12, 2001 Campbell had approximately 8,895 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 any earnings to finance future
growth. Dividends on the common shares paid to non-residents of Canada will
generally be subject to withholding tax under the Income Tax Act (Canada) at the
rate of 25%. Such rate may be subject to reduction under the provisions of a tax
treaty between Canada and the country in which the recipient is resident. The
Canada-U.S. Income Tax Convention (1980) provides for a general reduction in the
rate of withholding tax to 15% on dividends paid on shares of a corporation
resident in Canada (such as the Corporation) to a resident of the United States,
and also provides for a further reduction to 5% where the beneficial owner of
the dividend is a corporation, resident in the United States, which owns at
least 10% of the voting shares of the corporation paying the dividend.

                                        17
<PAGE>   22

ITEM 6.  SELECTED FINANCIAL DATA

            FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31                2000         1999         1998         1997         1996
OPERATING RESULTS (IN THOUSANDS):  ----------    ---------    ---------    ---------    ---------
<S>                                <C>           <C>          <C>          <C>          <C>
Metal Sales......................  $   15,682       22,465       36,388       52,635       67,180
Net Income (loss)................  $  (63,570)     (12,702)     (20,848)     (40,410)       9,012
Cash Flow from (used in)
  operations (before change in
  non-cash operating working
  capital........................  $  (16,017)      (9,435)         411          556       21,439
Capital Expenditures.............  $    7,196        3,526        8,141       27,212       13,968
FINANCIAL POSITION (IN
  THOUSANDS):
Cash and short-term deposits.....  $    4,548       18,219       41,493       13,638        5,875
Money market instruments.........          --        7,958           --       28,097       49,427
Total assets.....................  $   29,600       87,134      102,777      123,882      165,298
Long-term debt...................  $    3,864        3,718        5,652        7,341        7,657
Shareholders' equity.............  $   13,468       75,673       87,469      105,124      142,058
PER SHARE DATA:
Net income (loss) per share......  $    (4.04)       (0.81)       (1.36)       (2.68)        0.62
Book value per share.............        0.85         4.82         5.65         6.94         9.56
OPERATIONAL STATISTICS:
Gold production -- ounces........      38,400       53,700       82,400      112,700      124,800
Gold revenue per ounce -- US
  dollars........................  $      279          276          304          336          396
Cash cost per ounce -- US
  dollars........................  $      463          292          255          288          252
SHARES OUTSTANDING (IN THOUSANDS)
At year end......................      15,784       15,715       15,469       15,145       14,859
Weighted average during year.....      15,733       15,695       15,353       15,055       14,591
FOREIGN EXCHANGE RATE -- US
  DOLLARS:
Year-end/average.................   0.67/0.67    0.69/0.67    0.65/0.67    0.70/0.73    0.73/0.73
High/low.........................   0.69/0.64    0.69/0.65    0.71/0.63    0.75/0.69     0.75/072
</TABLE>

                 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
     (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS) EXCEPT PER SHARE AMOUNTS

<TABLE>
<CAPTION>
                                               1st Quarter    2nd Quarter    3rd Quarter    4th Quarter
YEAR ENDED DECEMBER 31, 2000                   -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>
Metal sales..................................    $ 1,256         3,547          5,947           4,932
Loss from operations.........................    $(2,045)       (5,134)        (7,398)         (5,801)
Net Loss.....................................    $(1,796)       (4,721)        (6,644)        (50,409)
Net loss per share...........................    $ (0.01)        (0.30)         (0.42)          (3.20)
YEAR ENDED DECEMBER 31, 1999
Metal sales..................................    $ 6,601         6,424          5,699           3,741
Loss from operations.........................    $(3,939)       (4,420)        (3,631)         (2,458)
Net Loss.....................................    $(3,048)       (3,923)        (5,677)            (54)
Net loss per share...........................    $ (0.20)        (0.25)         (0.36)          (0.00)
</TABLE>

                                        18
<PAGE>   23

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

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

  Overview

     The continuing low gold price and operating problems have resulted in a
very disappointing year for the Corporation. Operations at the Joe Mann Mine
were temporarily suspended in mid November after a very difficult re-start of
production in the second quarter. Problems implementing the new cut and fill
mining method coupled with the lack of information on the continuation of the
veins substantially reduced productivity and considerably increased costs. In
early October, operations at the Santa Gertrudis Mine were also suspended due to
limited reserves and lower than expected production. In announcing its third
quarter results, the Corporation advised that it would be reviewing the carrying
value of its mining properties given the gold price environment and status of
the various operations and properties. As a result of the continuing decline in
gold prices in 2000, and the unlikelihood of a strong price recovery in the near
term, Campbell conducted this review using a gold price of US$280 per ounce for
2001, US$290 per ounce for 2002, and US$300 per ounce thereafter.

     The overall write-downs of mining properties total $45.7 million, of which
$26.0 million is attributable to the Joe Mann Mine with $10.6 million taken in
respect of the Santa Gertrudis Property in Mexico and the additional $9.1
million relating to the Cerro Quema Property in Panama.

     The review of carrying values and the update of mineral reserves at the Joe
Mann Mine resulted in the decision to write down the carrying value of the Joe
Mann mine by $26.0 million to $14.8 million .

     In addition, the Corporation wrote off the $9.1 million carrying value of
the Cerro Quema Property in Panama, acquired in 1996 when the gold price was in
the US $400 range. At the Santa Gertrudis Property, with the termination of
exploration work, the Corporation wrote down the carrying value by $10.6 million
to $2.25 million.

     Decreased gold production from the Joe Mann and Santa Gertrudis mines and
the write-downs in the carrying value of mining interests resulted in Campbell
recording a loss of $63.6 million, or $4.04 per share for the year ended
December 31, 2000, compared to a net loss of $12.7 million or $0.81 per share in
1999. Excluding the write-downs of $45.7 million (nil in 1999), there was a loss
from operations of $20.4 million in 2000 compared to a loss from operations of
$14.4 million in 1999. The loss per share amounts for 1999 have been restated to
take account of the consolidation of the Corporation's shares on a one-for-ten
basis in May 2000.

     For the year ending December 31, 2000, there was negative cash flow from
operations after the net change in non-cash operating working capital of $13.8
million compared to negative cash flow of $10.3 million for the 1999 fiscal year
and a positive cash flow of $3.0 million for 1998. The Corporation's working
capital at December 31, 2000 decreased to $7.4 million, including cash and
short-term deposits of $4.5 million, compared to working capital of $31.4
million a year earlier.

  Revenue

     Revenue from metal sales decreased in 2000 by 30% to $15.7 million compared
to $22.5 million in 1999 and $36.4 million in 1998. The decrease in 2000 is
attributable to a 28% reduction in ounces of gold produced, or 38,400 ounces in
2000 compared to 53,700 ounces for 1999 and 82,400 ounces in 1998. The decrease
in revenues in 1999 relative to 1998 is due to lower gold prices (9%) and lower
gold production (35%).

     As in 1999, the difference between the average gold price realized and the
average market price for the year is due to the timing of gold production during
the year.

                                        19
<PAGE>   24

<TABLE>
<CAPTION>
GOLD PRODUCED (OUNCES) :                                2000      1999      1998
------------------------                               ------    ------    ------
<S>                                                    <C>       <C>       <C>
  Joe Mann Mine......................................  26,300    51,300    70,100
  Santa Gertrudis Mine...............................  12,100     2,400    12,300
                                                       ------    ------    ------
                                                       38,400    53,700    82,400
  Gold revenue per ounce.............................  US$279    US$276    US$304
  Average market price...............................  US$279    US$279    US$294
</TABLE>

     When in full production, Campbell's general policy was to hedge a maximum
of 50% of its gold production for up to two years, dependent on the market
condition and planned capital expenditure commitments. At the end of the year,
the Corporation bought back 20,000 ounces of calls outstanding with maturities
in 2002 leaving 33,200 ounces of calls for 2001 at a strike price of US$350 per
ounce. These calls are subject to floating gold lease rates against which the
Corporation receives an allowance of 1.50%. The calls are marked-to-market and
subject to margin calls if the liability exceeds US$3.5 million. An amount of
US$560,000 has been deposited as a margin to secure these options.

     During the year, the Corporation produced 550,000 pounds of copper compared
to 1,065,000 pounds in 1999 and 1,316,000 pounds in 1998. The decrease in 2000
represents a 48% decrease in production at the Joe Mann Mine. The lower copper
grade in 1999 compared to 1998 explains the reduction in the copper production.

JOE MANN MINE

     Production from the Joe Mann Mine decreased by 49% to 26,300 ounces of gold
in 2000 compared to 51,300 ounces in 1999 and 70,100 ounces in 1998. The
decrease reflects the fact that the mine operated for six and a half months in
2000 compared to ten and a half months in 1999 and twelve months in 1998. In
2000, 138,000 tons of ore were mined compared to 267,000 tons of ore in 1999 and
299,000 tons of ore in 1998. The mill head grade improved by 0.004 ounces of
gold per ton to reach 0.208 ounces of gold per ton compared to 0.204 in 1999 and
0.252 in 1998. Problems with the cut and fill mining method, in addition to the
impact of high fixed costs at the lower production levels, resulted in an
increase in the cash operating cost per ounce to US$465 from US$292 in 1999, and
US$257 in 1998.

SANTA GERTRUDIS MINE

     In 2000, 333,000 tonnes of ore were mined at the Santa Gertrudis Mine
compared to 98,000 tonnes in 1999, all in the last quarter. The grade of 1.70
g/t in 2000 is 24% less than the 2.24g/t in 1999. The strip ratio doubled in
2000 to 7.70:1 compared to 3.84:1 in 1999. The mine produced 12,100 ounces of
gold in 2000, 2,400 ounces in 1999 and 12,300 in 1998. The cash cost per ounce
of US$449 compared to US$242 in 1998.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense was $4.6 million in 2000 compared to
$4.7 million in 1999 and $8.2 million in 1997. The decrease in 1999 and 1998
reflects the lower gold production from the Joe Mann Mine and the cessation of
the mining activities at both mines in the last two years.

EXPLORATION

     Exploration expenses were $2.4 million in 2000 compared to $2.3 million in
1999 and $2.2 million in 1998 all relating to the Santa Gertrudis Mine.

  Other income (expense)

     Other income was $1.9 million in 2000 compared to $0.8 million in 1999 and
$2.4 million in 1998. The increase in 2000 is primarily due to the
mark-to-market gain of $1.1 million on the 33,200 ounces call position compared
to a loss of $0.8 million in 1999 on the 53,200 ounces call position outstanding
at that time.

                                        20
<PAGE>   25

  Liquidity and capital resources

     For the last two years, negative cash flow from operations before the net
change in non-cash operating working capital was $16.0 million and $9.4 million,
respectively. The negative cash flow is the results of the decrease in the gold
price, lower gold production at the two mines and an increase in the cost of
production.

CAPITAL EXPENDITURES

     In 2000, capital expenditures were essentially comprised of the development
cost at the Joe Mann Mine of $7.2 million. In the previous year, $1.6 million
was used to acquire Minera Roca Roja, an adjoining property to the Santa
Gertrudis Mine and $3.5 million was used at the Joe Mann Mine as sustaining
capital, to finalize the shaft deepening and to begin development of the newly
opened lower mine levels.

  Outlook

     On December 7, 2000, a strategic decision was made to re-focus on the
Corporation's Quebec mining assets, a new president and chief executive officer
was appointed and the Corporation's executive office was re-located to Montreal,
Quebec. Since December 2000, a review of mineral resources and reserves has been
carried out, and a development and exploration plan has been prepared that would
permit resumption of operations based on certain assumptions. The 2001 Plan
concluded that current development was insufficient to permit the required
production rates to be achieved and maintained and that a development and
long-term exploration program was required to permit planning and development
between the 2350 and 3400 foot levels. With the completion of this plan in early
March 2001, alternative sources of financing for the development and exploration
work are being pursued. It is expected that initial financing will be arranged
in the second quarter of 2001.

     On March 28, 2001, the Corporation, MSV Resources Inc. and GeoNova
Explorations Inc. announced approval in principle of a merger of the three
companies. The transaction is subject to final approval by each Board of
Directors as well as regulatory and shareholder approvals. It is expected that
details of the transaction will be finalized and forwarded to shareholders of
each company by the end of April. The planned merger is being undertaken in
order to consolidate the operations of the three companies in the Chibougamau
mining camp in northwestern Quebec. It is expected that operating synergies and
elimination of multiple public company costs will contribute to making the
Chibougamau operations of the continuing company more competitive at current
depressed gold and copper prices.

     At the Santa Gertrudis Property, exploration continued until late November
when the program was terminated. Discussions are continuing with certain major
gold companies to determine their level of interest in pursuing a deep drilling
program to search for sulphide mineralization on the property. In late December
2000, Campbell engaged Geographe Corporate Advisory Limited of Vancouver to
assist with this process and to help identify a potential purchaser for the near
surface potential of the property. These efforts are ongoing.

     Given the sustained lower gold prices and the Corporation's change in
corporate strategy, the Corporation reached a verbal understanding in March
2001, to sell its investment in Cerro Quema in return for a 9% net profit
interest. The Corporation will also be released from its environmental and
mining bonds and the Purchaser will assume all obligations with respect to Cerro
Quema project. Documentation is currently being completed and the transaction is
expected to close in the second quarter.

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.

                                        21
<PAGE>   26

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 jewelry 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, 2000 with respect to the Company's gold forward and option
contracts:

<TABLE>
<CAPTION>
                                                     EXPECTED YEAR OF MATURITY
                                         --------------------------------------------------
                                         2001(2)    2002      2003      2004     THEREAFTER   FAIR VALUE
                                         -------   -------   -------   -------   ----------   ----------
                                                                                               ($000'S)
<S>                                      <C>       <C>       <C>       <C>       <C>          <C>
Call options written(1)
  Ounces...............................   33,200                                                $(228)
  Average price (US$ per o/z)..........  $   350
</TABLE>

---------------
(1) The calls are subject to floating gold lease rates against which an
    allowance of 1.50% is provided.

(2) In December 2000, given the temporary suspension of mining operations, the
    Corporation bought out call options covering 20,000 ounces maturing in 2002
    at a cost of US$270,000 and posted US$560,000 as security for the call
    options covering 33,200 ounces maturing in 2001.

FOREIGN CURRENCY RISK DISCLOSURES

     The Company's reporting currency is Canadian dollars. The sales price of
gold (represents approximately 95% of total metal sales) and copper (represents
approximately 5% of total metal sales) is denominated in United States dollars.
The Company's Joe Mann Mine is in Canada and its future profitability is
impacted by fluctuations in the United States dollar relative to the Canadian
dollar. To reduce the impact of the fluctuations in the relative exchange rates
on the Company's operations the Company may enter into fixed forward contracts
to sell United States dollars and buy either Canadian dollars or Mexican Pesos.
At December 31, 2000 the Company had no forward contracts to sell United States
dollars.

OTHER FINANCIAL INSTRUMENT RISK DISCLOSURES

     At December 31, 2000, the Company had US$2,576,000 of 7.5% convertible
debentures outstanding that mature in 2004. As the Company's financial
statements are recorded in Canadian dollars the amount of the liability recorded
for the convertible debentures on the balance sheet will fluctuate with changes
in the United States to Canadian dollar exchange rates. At December 31, 2000 the
estimated fair value of the convertible debentures was US$1,170,000.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements responsive to this Item are set forth on pages F-1
through F-19 of this Annual Report on Form 10-K. See Item 14.

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.

                                        22
<PAGE>   27

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The table below sets forth the list of current directors, including their
names and ages, place of residence, all positions and offices held with the
registrant (including the period during which they have served in such offices),
the period during which they have served as a director, and their business
experience during the past five years. All directors serve subject to the
registrant's by-laws, until the next annual meeting of shareholders or until
their respective successors have been duly elected or appointed.

<TABLE>
<CAPTION>
NAME, AGE AND                                                                       DIRECTOR
PLACE OF RESIDENCE             PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE          SINCE
------------------       ---------------------------------------------------------  --------
<S>                      <C>                                                        <C>
James D. Beatty (56)...  Chief Executive Officer, Trinity Capital Corporation,        1983
  Toronto, Ontario       Toronto, Ontario, investment company.
Michel Blouin (59).....  Lawyer, Lavery, de Billy, Barristers & Solicitors,           2001
  Montreal, Quebec       Montreal, Quebec.
</TABLE>

<TABLE>
<S>                      <C>                                                        <C>
Graham G. Clow (50)....  Mining Engineer; President & Chief Executive Officer,        1996
  Vancouver, BC          Manhattan Minerals Corp., Vancouver, BC; prior to June
                         1998, Senior Vice President, Operations, Breakwater
                         Resources Ltd., President CanZinco Ltd., Toronto,
                         Ontario; prior to June 1996, President, Granduc Mining
                         Corporation; Toronto, Ontario mining companies.
Andre Y. Fortier         President and Chief Executive Officer of the Corporation;    2000
  (60).................  President and CEO of MSV Resources Inc., and Geonova
  Montreal, Quebec       Explorations Limited, Montreal, Quebec.
James C. McCartney       Chairman of the Corporation; National Chairman, McCarthy     1993
  (63).................  Tetrault, Barristers & Solicitors, Toronto, Ontario;
  Toronto, Ontario       Director of Algoma Steel Inc., Sault Ste Marie, Ontario,
                         steel company.
Donald R. Murphy         Consultant; prior to May, 1999, President, Societe de        1987
  (57).................  developpement de la Baie James, government owned
  Rouyn-Noranda, Quebec  corporation; Vice President and Director of MacKenzie Bay
                         International Limited, Director of MSV Resources Inc.,
                         Explorations Arca Inc. and Maude Lake Exploration
                         Limited, Montreal, Quebec; mining and explorations
                         companies.
Francis S. O'Kelly       Mining Engineer.                                             1993
  (59).................
  Lima, Peru
G. E. "Kurt" Pralle      Mining and Metallurgical Consultant.                         1993
  (66).................
  Ramsey, New Jersey
James D. Raymond         Private Investor and Director; Director of Canadian 88       1979
  (75).................  Energy Corporation and Prize Energy Inc., Calgary,
  Montreal, Quebec       Alberta, oil and gas companies; and Denbridge Capital
                         Corporation, Toronto, Ontario, manufacturers-radar and
                         electronics.
</TABLE>

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>
Andre Y. Fortier.....................  President and Chief              --      Business Executive    60
                                       Executive Officer of the
                                       Corporation
Lorna D. MacGillivray................  Vice President, Secretary        13      Lawyer                49
                                       and General Counsel
Lucie Brun...........................  Vice President, Finance          --      Chartered Accountant  43
</TABLE>

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

                                        23
<PAGE>   28

     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

     The following table (presented in accordance with the regulation (the
"Regulation") made under the Securities Act (Ontario)) sets forth all annual and
long-term compensation for services in all capacities to the Corporation and its
subsidiaries for the fiscal years ended December 31, 2000, 1999 and 1998 (to the
extent required by the Regulation) in respect of the individuals who were at
December 31, 2000, the Chief Executive Officer and the other most highly
compensated individuals who were serving as executive officers of the
Corporation and whose total salary and bonus exceeded $100,000 (the "Named
Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                     ANNUAL COMPENSATION                LONG-TERM COMPENSATION
                               --------------------------------   ----------------------------------
                                                                           AWARDS            PAYOUTS
                                                                  ------------------------   -------
                                                                  SECURITIES
                                                                    UNDER      RESTRICTED
                                                      OTHER        OPTIONS/     SHARES OR
                                                      ANNUAL         SARS      RESTRICTED     LTIP      ALL OTHER
NAME AND                       SALARY     BONUS    COMPENSATION    GRANTED     SHARE UNITS   PAYOUTS   COMPENSATION
PRINCIPAL POSITION      YEAR     ($)       ($)        ($)(3)         (#)           ($)         ($)         ($)
------------------      ----   -------    ------   ------------   ----------   -----------   -------   ------------
<S>                     <C>    <C>        <C>      <C>            <C>          <C>           <C>       <C>
Andre Y. Fortier......  2000    12,000(1)     --       --               --          --          --            --
  President & Chief     1999        --        --       --               --          --          --            --
  Executive Officer     1998        --        --       --               --          --          --            --
John O. Kachmar.......  2000   267,091        --       --               --         Nil         Nil       373,500(2)
  President & Chief     1999   285,000        --       --          300,000         Nil         Nil        15,750(4)
  Executive Officer     1998   285,000        --       --          600,000         Nil         Nil        17,250(4)
Lorna D.
  MacGillivray........  2000   130,000        --       --               --         Nil         Nil           Nil
  Vice President,       1999   130,000        --       --          100,000         Nil         Nil           Nil
  Secretary &           1998   130,000    15,000       --          150,000         Nil         Nil           Nil
  General Counsel
Paul J. Ireland.......  2000   130,000        --       --                          Nil         Nil           Nil(5)
  Vice President,       1999   130,000        --       --          150,000         Nil         Nil           Nil
  Finance & Chief       1998   130,000    15,000       --           75,000         Nil         Nil           Nil
  Financial Officer
</TABLE>

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

(1) Represents one-month's fee. Andre Fortier is also President and Chief
    Executive Officer of MSV Resources Inc. and GeoNova Explorations Inc. He
    receives a monthly fee for his services to the Corporation.

(2) Represents severance payment of $356,250 plus director's fees.

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

(4) Represents director's fees.

(5) Mr. Ireland left the Corporation on December 31, 2000 and was paid $96,167
    severance in January 2001.

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR

     There were no options/SARs granted to Named Executive Officers in the last
fiscal year.

     The following table (presented in accordance with the Regulation) sets
forth information concerning the exercise of stock options and SAR's by Named
Executive Officers in 2000 and the number and the unrealized value of
exercisable and unexercisable stock options held by Named Executive Officers at
December 31, 2000.

                                        24
<PAGE>   29

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

<TABLE>
<CAPTION>
                                                                                           VALUE OF UNEXERCISED IN-
                                  SECURITIES                         UNEXERCISED                   THE-MONEY
                                   ACQUIRED      AGGREGATE         OPTIONS/SARS AT               OPTIONS/SARS
                                      ON           VALUE              FY-END (#)                 AT FY-END($)
NAME                              EXERCISE(#)   REALIZED($)   EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE
----                              -----------   -----------   --------------------------   -------------------------
<S>                               <C>           <C>           <C>                          <C>
Andre Y. Fortier................      NIL           NIL                   NIL/NIL(1)                NIL/NIL
John O. Kachmar.................      NIL           NIL                   NIL/NIL                   NIL/NIL
  President & CEO
Lorna D. MacGillivray...........      NIL           NIL              31,250/8,750(2)                NIL/NIL
  Vice President, Secretary &
  General Counsel
Paul J. Ireland.................      NIL           NIL                   NIL/NIL                   NIL/NIL
  Vice President, Finance &
  Chief Financial Officer
</TABLE>

---------------
Note:

1. Excludes options granted on January 31, 2001 under the Directors' Stock
   Option Plan to acquire 20,000 Common Shares exercisable at $0.62 share, and
   options granted under the Employee Incentive Plan to acquire 100,000 Common
   Shares at $0.62 per share.

2. Excludes options granted on January 31, 2001 under the Employee Incentive
   Plan to acquire 50,000 Common Shares at $0.62 per share.

EMPLOYEE INCENTIVE PLAN

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

  Share Option Plan

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

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

     During 2000, no options were granted under the Share Option Plan to Named
Executive Officers. Options to purchase 15,000 Common Shares were granted to an
officer who is not a Named Executive Officer. These options were granted to
replace options to acquire 15,000 Common Shares which expired on

                                        25
<PAGE>   30

December 2, 1999, in accordance with their terms and are exercisable at $3.70
per share, as to 25% immediately, with a further 25% becoming exercisable
cumulatively on each of the first, second and third anniversary dates. The
options were granted for a term of five years and are accompanied by SARs.

     As at December 31, 2000, a total of 152,500 Common Shares were issuable
upon exercise of options under the Share Option Plan including 40,000 Common
Shares issuable upon exercise of options held by one Named Executive Officer.
Such options are exercisable at exercise prices ranging from $3.70 to $14.80 per
share. These options expire between August 15, 2001 and March 9, 2005.

  Share Purchase Plan

     The Share Purchase Plan is designed to encourage employees of Campbell to
purchase Common Shares on a regular basis. Employees of Campbell who have been
continuously employed by Campbell for at least one year, or less at the
discretion of the Compensation Committee or the Board of Directors, are eligible
each January 1 to participate in the Share Purchase Plan. Each eligible employee
may contribute up to 5% of his or her basic salary to the Share Purchase Plan
through monthly deductions. On a quarterly basis, Campbell will contribute an
amount equal to 50% of the employee's contributions to such date and each
participating employee will then be issued Common Shares having a value equal to
the aggregate amounts contributed by such employee and Campbell. In 2000, 17,683
Common Shares were issued to Lorna D. MacGillivray in respect of which Campbell
contributed $3,250 and 2,500 Common Shares were issued to Andre Y. Fortier in
respect of which Campbell contributed $300 and 113,954 Common Shares were issued
to employees who are not Named Executive Officers in respect of which Campbell
contributed $24,578 pursuant to the Share Purchase Plan. Of these Common Shares,
61,030 were issued at March 31, 2000, 9,152 Common Shares were issued at June
30, 2000, 30,649 Common Shares were issued September 30, 2000 and 13,123 Common
Shares were issued December 31, 2000. The issue prices were $0.35, $2.50, $0.82
and $0.36 respectively.

  Share Bonus Plan

     The Share Bonus Plan is intended to promote the interests of Campbell and
its shareholders by permitting the Board of Directors or the Compensation
Committee, in its discretion, to issue Campbell Common Shares to full-time
salaried employees of Campbell as a bonus in recognition of services provided to
Campbell by such employee. The issue of Common Shares to such employee may be
subject to such terms and conditions as are determined by the Board of Directors
or the Compensation Committee. During 2000, no Common Shares were issued
pursuant to the Share Bonus Plan.

  Share Loan Plan

     The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the success
of Campbell by assisting such persons to acquire shares of the Corporation. The
Compensation Committee may in its discretion make loans to full time officers of
the Corporation. Such loans shall be subject to such terms and conditions
including rates of interest, if any, as the Compensation Committee may consider
appropriate. During 2000, no loans were granted and no loans are outstanding
under the Share Loan Plan.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

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

PENSION PLAN

     The Corporation has a defined benefit pension plan (the "Pension Plan")
available on a voluntary basis to all employees of the Corporation and its
subsidiaries other than those who are subject to the provisions of a collective
agreement. The Pension Plan provides a pension equal to 2% of the average annual
salary not including bonuses and other compensation during the three most highly
paid years for each year of credited service subject to the maximum benefit
limitation applicable to registered pension plans under the Income Tax Act
(Canada). Benefits under the Pension Plan are vest after two years. Early
retirement is permitted after
                                        26
<PAGE>   31

age 55, subject to reductions. The Pension Plan also provides that certain
members may be designated as "Class A" non-contributory members. Head office and
certain senior employees have been designated as "Class A" non-contributory
members.

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

                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
                             YEARS OF SERVICE
              -----------------------------------------------
REMUNERATION    15        20        25        30        35
------------  -------   -------   -------   -------   -------
<S>           <C>       <C>       <C>       <C>       <C>
125,000        37,500    50,000    62,500    75,000    87,500
150,000        45,000    60,000    75,000    90,000   105,000
175,000        52,500    70,000    87,500   105,000   122,500
200,000        60,000    80,000   100,000   120,000   140,000
225,000        67,500    90,000   112,500   135,000   157,500
250,000        75,000   100,000   125,000   150,000   175,000
300,000        90,000   120,000   120,000   180,000   210,000
400,000       120,000   160,000   200,000   240,000   280,000
</TABLE>

     Under the Pension Plan, Ms. MacGillivray had 7.4 years of credited service.
Upon ending their terms of employment, Mr. Kachmar had 9.9 years of credited
service, and Mr. Ireland had 4 years of credited service under the Pension Plan
at December 31, 2000, in respect of which they transferred lump sum payments in
the amounts of $173,253 and $18,506 respectively to locked-in Registered
Retirement Savings Plans.

EMPLOYMENT CONTRACTS

     On December 1, 1994, the Corporation entered into an employment agreement
with Mr. Kachmar as President and Chief Executive Officer. The agreement
stipulated, among other things, a base salary of $285,000 per annum effective
January 1, 1997 and provided that in the event that Mr. Kachmar's employment was
terminated, he would be entitled to be paid up to thirty-six months' salary and
benefits. In the event of a change of control, as defined, Mr. Kachmar would
have been entitled to resign within six months thereof and be paid thirty-six
months' salary and benefits. The agreement also provided that in the event of
resignation or termination, options held by Mr. Kachmar will immediately become
fully exercisable. Such options would expire ninety days after resignation or
termination.

     In connection with a change in corporate strategy and refocus on its on
Chibougamau assets, on December 7, 2000, Mr. Kachmar resigned as President and
Chief Executive Officer and director. Details of his negotiated severance
arrangements are set out in the Executive Compensation table on page 24 above.

     On December 10, 1996, the Corporation entered into an employment agreement
with Mr. Paul J. Ireland as Vice President, Finance and Chief Financial Officer.
The agreement stipulates a base salary of $130,000 effective January 1, 1997 and
provided that in the event that his employment was terminated, he would be
entitled to be paid up to twenty-four months' salary and benefits. In the event
of a change of control, as defined, Mr. Ireland would have been entitled to
resign within six months thereof and be paid twenty-four months' salary and
benefits. The agreement also provided that in the event of resignation or
termination, options held by Mr. Ireland would immediately become fully
exercisable. Such options would expire ninety days after resignation or
termination.

     Also in connection with this change in corporate strategy, Mr. Ireland
resigned as Vice President and Chief Financial Officer on December 31, 2000.
Details of his negotiated severance arrangements are also set out in the
Executive Compensation table on page 24 as above.

                                        27
<PAGE>   32

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

COMPOSITION OF THE COMPENSATION COMMITTEE

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

EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY

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

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

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

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

     - STOCK OPTION PROGRAMS  The Corporation strongly believes that by
       providing those persons who have substantial responsibility for the
       management and growth of the Corporation with an opportunity to acquire
       the Corporation's stock, the interests of shareholders and executives
       will be increasingly aligned. The number of stock options that will be
       granted to executive officers will be based on competitive practices of
       comparable mining companies and will reflect an emphasis on long-term
       performance awards. Options will generally become exercisable gradually
       over their term and will generally be for a five-year term.
                                        28
<PAGE>   33

REPORT ON EXECUTIVE COMPENSATION

     In March 2000, the Compensation Committee considered the long-term
incentive arrangements of the Corporation. The level of outstanding and expiring
stock options under the Employee Incentive Plan and the high exercise prices
were reviewed. The Committee considered the recommendation of the Chief
Executive Officer that, given current market conditions and continuing low gold
prices no new options be granted, other than the grant of 15,000 options to a
Non-Executive Officer in replacement of recently expired options, and no change
be made to existing options. In approving the grant of options, consideration of
number, terms and pricing of previously outstanding options, the employee's
level of responsibility and potential contribution to the Corporation achieving
its long-term goals.

     On January 31, 2001, in context of the change in the Corporation strategy
and the impact of sustained low-grade prices and disappointing operating
results, the Compensation Committee reviewed executive and directors'
compensation. The Committee reviewed and confirmed the monthly fee payable to
the President and Chief Executive Officer of $12,000. The Committee also
approved payment to MSV Resources Inc. for services rendered by the Vice
President, Finance at an hour rate based on her annual salary of $100,000
payable by MSV Resources Inc.

     The Committee also approved continuation of the current salary of the Vice
President, Secretary and General Counsel on the basis that one third of her time
will be spent on corporate secretarial and legal matters of Zemex Corporation in
consideration for which Zemex will pay the Corporation $4,500 per month. Zemex
will also provide office space for the Corporation's registered office.

     At its meeting held on January 31, 2001, the Committee also considered and
determined to replace options held by directors that had expired in December
2000, and issue new options to acquire 10,000 Common Shares at $0.62 per share,
under the Directors' Stock Option Plan, to compensate directors for the
reduction in Directors' fees.

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

<TABLE>
<S>                                                      <C>
March 30, 2001                                           COMPENSATION COMMITTEE
                                                         James D. Beatty
                                                         James C. McCartney, Q.C.
                                                         G. E. "Kurt" Pralle
</TABLE>

                                        29
<PAGE>   34

                      SHAREHOLDER RETURN PERFORMANCE GRAPH

     The chart below (as required by the Regulation) compares the yearly
percentage change in the cumulative total shareholder return on the
Corporation's Common Shares against the cumulative total shareholder return of
The TSE 300 Stock Index and the TSE Gold and Precious Metals Index for the five
fiscal year periods commencing December 31, 1995 and ending December 31, 2000.

                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[FIVE YEAR COMPARISON GRAPH]

<TABLE>
<CAPTION>
                                                                                                         GOLD & PRECIOUS METALS
                                                     CCH STOCK PRICE              TSE 300 INDEX                   INDEX
                                                     ---------------              -------------          ----------------------
<S>                                             <C>                         <C>                         <C>
1995                                                     100.00                      100.00                      100.00
1996                                                      94.70                      128.35                      109.16
1997                                                      40.15                      147.57                       62.05
1998                                                      27.27                      145.23                       58.00
1999                                                      17.42                      191.29                       48.14
2000                                                       2.73                      205.46                       43.34
</TABLE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     To the knowledge of the Corporation, as of April 12, 2001, the following is
the only party who beneficially owned or exercised control or direction over
more than 5% of the Common Shares of the Corporation:

<TABLE>
<CAPTION>
NAME AND ADDRESS                                       NUMBER OF COMMON SHARES    PERCENTAGE OF CLASS
----------------                                       -----------------------    -------------------
<S>                                                    <C>                        <C>
David A. Rocker......................................         1,305,350(1)                8.3%
Rocker Partners, L.P.
Suite 1759, 45 Rockefeller Plaza
New York, New York 10111
</TABLE>

---------------
(1) Based on U.S. Securities and Exchange Commission Schedule 13G filing dated
    February 9, 2001. Includes: (i) 703,160 shares of Campbell Resources Inc.
    common stock owned by Rocker Partners, L.P., a New York limited partnership
    and (ii) 602,190 shares of Campbell Resources Inc. common stock owned by
    Compass Holdings, Ltd., a corporation organized under the International
    Business Companies Ordinance of the British Virgin Islands. David A. Rocker
    has sole voting and dispositive power over the aggregate amount of 1,305,350
    shares of the Common Stock by virtue of his respective positions as the sole
    managing partner of Rocker Partners, L.P. and, as president of Rocker
    Offshore Management Company, Inc. the investment adviser to Compass
    Holdings, Ltd.

                                        30
<PAGE>   35

     The following table lists the number of Common Shares beneficially owned by
each director and the current 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
15,788,628 Common Shares.

<TABLE>
<CAPTION>
NAME                                                          NUMBER OF SHARES    % OF CLASS
----                                                          ----------------    ----------
<S>                                                           <C>                 <C>
James D. Beatty.............................................          250(1)           *
Michel Blouin...............................................          Nil(2)           *
Graham G. Clow..............................................          250(3)           *
Andre Y. Fortier............................................        2,500(4)           *
James D. McCartney..........................................        7,500(5)           *
Donald R. Murphy............................................          Nil(1)           *
Francis S. O'Kelly..........................................          500(6)           *
G.E. "Kurt" Pralle..........................................       10,000(6)           *
James D. Raymond............................................        1,000(7)           *
Lorna D. MacGillivray.......................................       21,315(8)           *
All directors and executive officers as a group.............       43,315(*)         .27%
</TABLE>

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

(1) Excludes 60,000 Common Shares subject to option of which 60,000 are
    currently exercisable or exercisable within the next 60 days.

(2) Excludes 20,000 Common Shares subject to option of which 20,000 are
    currently exercisable or exercisable within the next 60 days.

(3) Excludes 45,000 Common Shares subject to option of which 45,000 are
    currently exercisable or exercisable within the next 60 days.

(4) Excludes 120,000 Common Shares subject to option of which 120,000 are
    currently exercisable or exercisable within the next 60 days

(5) Excludes 105,000 Common Shares subject to option of which 105,000 are
    currently exercisable or exercisable within the next 60 days.

(6) Excludes 50,000 Common Shares subject to option of which 50,000 are
    currently exercisable or exercisable within the next 60 days.

(7) Excludes 70,000 Common Shares subject to option of which 70,000 are
    currently exercisable or exercisable within the next 60 days.

(8) Excludes 90,000 Common Shares subject to option of which 81,250 are
    currently exercisable or exercisable within the next 60 days.

 *  Less than 1% of the outstanding Common Shares.

     As of April 12, 2001, the directors and executive officers of the
Corporation as a group beneficially owned 43,315 Common Shares representing
approximately 0.27% of the outstanding Common Shares of the Corporation
excluding 670,000 Common Shares subject to option. The information as to Common
Shares beneficially owned or over which control or direction is exercised, not
being within the knowledge of the Corporation, has been furnished by the
respective directors and officers individually.

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.

                                        31
<PAGE>   36

                                    PART IV

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

(1) Financial statements and independent auditors' report as filed as part of
this report.

     (a)   Auditors' Report;

     (b)  Consolidated Balance Sheets at December 31, 2000 and 1999, which
          information is found on page F-3 of this report;

     (c)   Consolidated Statements of Operations for the three years ended
           December 31, 2000, 1999 and 1998 which information is found on page
           F-4 of this report;

     (d)  Consolidated Statements of Retained Earnings (Deficit) for the three
          years ended December 31, 2000, 1999 and 1998 which is found on page
          F-5 of this report;

     (e)   Consolidated Statements of Cash Flows for the three years ended
           December 31, 2000, 1999 and 1998 which is found on page F-6 of this
           report;

     (f)   Notes to the Consolidated Financial Statements for the three years
           ended December 31, 2000, 1999 and 1998 which is found on page F-7 of
           this report.

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 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.

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

   (G) refers to documents previously filed as an exhibit to Campbell's Current
       Report on Form 8-K dated May 19, 2000 (Commission file number 1-8488) 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(E) (Exhibit 4(a))

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

                                        32
<PAGE>   37

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(D) (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)

21.1  Significant subsidiaries.

23.1  Consent of KPMG LLP.

23.2  Consent of Met-Chem Canada Inc.

(b) Reports on Form 8-K

     There were no reports on Form 8-K filed in the fourth quarter of 2000.

(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, 2000.

     Not applicable

                                        33
<PAGE>   38

                                   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: April 12, 2001                     By:     /s/ ANDRE Y. FORTIER
                                            ------------------------------------
                                                      Andre Y. Fortier
                                               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
                     ---------                                      -----                      ----
<C>                                                  <S>                                  <C>
/s/ ANDRE Y. FORTIER                                 President and Chief Executive        April 12, 2001
---------------------------------------------------    Officer
Andre Y. Fortier                                       Principal Executive Officer
                                                       And Director

/s/ LUCIE BRUN                                       Vice President, Finance Principal    April 12, 2001
---------------------------------------------------    Financial and Principal
Lucie Brun                                             Accounting Officer

/s/ JAMES D. BEATTY                                  Director                             April 12, 2001
---------------------------------------------------
James D. Beatty

/s/ GRAHAM G. CLOW                                   Director                             April 12,2001
---------------------------------------------------
Graham G. Clow

/s/ MICHEL BLOUIN                                    Director                             April 12, 2001
---------------------------------------------------
Michel Blouin

/s/ JAMES C. MCCARTNEY                               Chairman of the Board of Directors   April 12, 2001
---------------------------------------------------    and Director
James C. McCartney, Q.C.

/s/ DONALD R. MURPHY                                 Director                             April 12, 2001
---------------------------------------------------
Donald R. Murphy

/s/ FRANCIS S. O'KELLY                               Director                             April 12, 2001
---------------------------------------------------
Francis S. O'Kelly

/s/ G.E."KURT" PRALLE                                Director                             April 12, 2001
---------------------------------------------------
G.E."Kurt" Pralle

/s/ JAMES D. RAYMOND                                 Director                             April 12, 2001
---------------------------------------------------
James D. Raymond
</TABLE>

                                        34
<PAGE>   39

              MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

To the Shareholders of
Campbell Resources Inc.:

     The accompanying consolidated financial statements of the Company were
prepared by management in accordance with accounting principles generally
accepted in Canada, consistently applied and within the framework of the summary
of significant accounting policies in these consolidated financial statements.
Management is responsible for all information in the annual report. All
financial and operating data in the annual report is consistent, where
appropriate, with that contained in the consolidated financial statements.

     A system of internal accounting control is maintained in order to provide
reasonable assurance that assets are safeguarded and that transactions are
properly recorded and executed in accordance with management's authorization.
This system includes established policies and procedures, the selection and
training of qualified personnel and an organization providing for appropriate
delegation of authority and segregation of responsibilities.

     The Board of Directors discharges its responsibilities for the consolidated
financial statements primarily through the activities of its Audit Committee
composed of three directors, none of whom are members of management. This
Committee meets with management to assure that it is performing its
responsibility to maintain financial controls and systems and to approve the
annual consolidated financial statements of the Company. The Audit Committee
also meets with the independent auditors to discuss the results of their audit
and their audit report prior to submitting the consolidated financial statements
to the Board of Directors for approval.

     The consolidated financial statements have been audited on behalf of the
shareholders by the Company's independent auditors, KPMG LLP, in accordance with
generally accepted auditing standards. The auditors' report outlines the scope
of their examination and their opinion on the consolidated financial statements.

<TABLE>
<S>                                                      <C>

/s/ ANDRE Y. FORTIER                                     /s/ LUCIE BRUN
---------------------------------------------------      ----------------------------------------------
Andre Y. Fortier                                         Lucie Brun
President and                                            Vice President, Finance
Chief Executive Officer
</TABLE>

                                       F-1
<PAGE>   40

                               [KPMG letterhead]

                                AUDITOR'S REPORT

To the Board of Directors and Shareholders

     We have audited the consolidated balance sheets of Campbell Resources Inc.
as at December 31, 2000 and 1999 and the consolidated statements of operations,
retained earnings (deficit) and cash flows for each of the years in the three
year period ended December 31, 2000. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

     With respect to the consolidated financial statements for the year ended
December 31, 2000, we conducted our audit in accordance with Canadian generally
accepted auditing standards and United States generally accepted auditing
standards. With respect to the consolidated financial statements for each of the
years in the two-year period ended December 31, 1999, we conducted our audits in
accordance with Canadian generally accepted auditing standards. Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.

     In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at December 31,
2000 and 1999 and the results of its operations and its cash flows for each of
the years in the three year period ended December 31, 2000 in accordance with
Canadian generally accepted accounting principles.

     Canadian generally accepted accounting principles vary in certain
significant respects from accounting principles generally accepted in the United
States. Application of accounting principles generally accepted in the United
States would have affected results of operations for each of the years in the
three year period ended December 31, 2000 and shareholders' equity as at
December 31, 2000 and 1999 to the extent summarized in Note 12 to the
consolidated financial statements.

/s/ KPMG LLP
Toronto, Canada
April 3, 2001

                                       F-2
<PAGE>   41

                            CAMPBELL RESOURCES INC.

                          CONSOLIDATED BALANCE SHEETS
                               AS AT DECEMBER 31,
                  (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                                2000         1999
                                                              ---------    --------
<S>                                                           <C>          <C>
ASSETS
CURRENT ASSETS
Cash and short-term deposits................................  $   4,548    $ 18,219
Money market instruments....................................         --       7,958
Receivables.................................................      1,684       1,999
Restricted cash.............................................        840          --
Inventories (note 2)........................................      4,420       4,891
Prepaids....................................................        539         460
                                                              ---------    --------
          Total current assets..............................     12,031      33,527
                                                              ---------    --------
OTHER ASSETS................................................        628         194
FUTURE INCOME TAX ASSETS (NOTE 6)...........................      1,742          --
MINING INTERESTS (NOTE 3)...................................     15,199      53,413
                                                              ---------    --------
          Total assets......................................  $  29,600    $ 87,134
                                                              =========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable............................................  $   2,195    $  1,104
Accrued liabilities.........................................      1,590       1,003
Future income tax liabilities (note 6)......................        886          --
                                                              ---------    --------
          Total current liabilities.........................      4,671       2,107
                                                              ---------    --------
ACCRUED RECLAMATION.........................................      6,513       2,169
CONVERTIBLE DEBENTURES (NOTE 4).............................      3,864       3,718
FUTURE INCOME TAX LIABILITIES (NOTE 6)......................        856       1,716
OTHER LIABILITIES...........................................        228       1,751
SHAREHOLDERS' EQUITY
Capital stock (note 5)......................................    125,355     125,339
Foreign currency translation adjustment.....................      1,258         593
Deficit.....................................................   (113,145)    (50,259)
                                                              ---------    --------
          Total shareholders' equity........................     13,468      75,673
                                                              ---------    --------
          Total liabilities and shareholders' equity........  $  29,600    $ 87,134
                                                              =========    ========
Commitments and contingencies (notes 1 and 8)
Subsequent event (note 13)
</TABLE>

Approved by the Board /s/ James D. Beatty, Director /s/ Andre Y. Fortier,
Director

        See accompanying notes to the consolidated financial statements.

                                       F-3
<PAGE>   42

                            CAMPBELL RESOURCES INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
     (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                             2000         1999         1998
                                                           --------    ----------    --------
<S>                                                        <C>         <C>           <C>
METAL SALES..............................................  $ 15,682    $   22,465    $ 36,388
                                                           --------    ----------    --------
EXPENSES
  Mining.................................................    25,272        25,646      33,449
  General administration.................................     2,633         2,875       2,648
  Severance pay..........................................       761            --          --
  Depreciation and amortization..........................     4,641         4,699       8,191
  Exploration............................................     2,370         2,299       2,219
  Care and maintenance...................................       383         1,394          --
                                                           --------    ----------    --------
                                                             36,060        36,913      46,507
                                                           --------    ----------    --------
Loss from operations before writedown and loss on sale of
  mining interests.......................................   (20,378)      (14,448)    (10,119)
Writedown and loss on sale of mining interests (note
  3).....................................................    45,674            --      12,508
                                                           --------    ----------    --------
Loss from operations.....................................   (66,052)      (14,448)    (22,627)
                                                           --------    ----------    --------
Other income (expense)
  Other income...........................................     1,900           843       2,396
  Convertible debenture interest expense.................      (318)         (351)       (526)
                                                           --------    ----------    --------
                                                              1,582           492       1,870
                                                           --------    ----------    --------
Loss before taxes........................................   (64,470)      (13,956)    (20,757)
Income and mining tax recovery (expense).................       900         1,254         (91)
                                                           --------    ----------    --------
NET LOSS.................................................  $(63,570)   $  (12,702)   $(20,848)
                                                           ========    ==========    ========
LOSS PER SHARE (NOTE 5)..................................  $  (4.04)   $    (0.81)   $  (1.36)
                                                           ========    ==========    ========
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       F-4
<PAGE>   43

             CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)
                        FOR THE YEARS ENDED DECEMBER 31,
                  (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                             2000          1999         1998
                                                          ----------    ----------    --------
<S>                                                       <C>           <C>           <C>
Balance at beginning of year............................  $  (50,259)   $  (37,557)   $(16,709)
Change in accounting policies
  Income taxes (note 1).................................         684            --          --
Net loss................................................     (63,570)      (12,702)    (20,848)
                                                          ----------    ----------    --------
Balance at end of year..................................  $ (113,145)   $  (50,259)   $(37,557)
                                                          ==========    ==========    ========
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       F-5
<PAGE>   44

                            CAMPBELL RESOURCES INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
                  (EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                               2000        1999        1998
                                                             --------    --------    --------
<S>                                                          <C>         <C>         <C>
CASH PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss...................................................  $(63,570)   $(12,702)   $(20,848)
Items not involving cash
  Depreciation and amortization............................     4,641       4,699       8,191
  Writedown and loss on sale of mining interests...........    45,674          --      12,508
  Future tax recovery......................................    (1,032)     (1,900)       (582)
  Other....................................................    (1,730)        468       1,142
                                                             --------    --------    --------
                                                              (16,017)     (9,435)        411
Net change in non-cash operating working capital...........     2,217        (842)      2,551
                                                             --------    --------    --------
                                                              (13,800)    (10,277)      2,962
                                                             --------    --------    --------
FINANCING ACTIVITIES
Issues of capital stock....................................        77          65         177
Other......................................................       (61)         --          --
                                                             --------    --------    --------
                                                                   16          65         177
                                                             --------    --------    --------
INVESTING ACTIVITIES
Expenditures on mining interests...........................    (7,196)     (3,526)     (8,141)
Purchase of Roca Roja claims...............................        --      (1,562)         --
Proceeds on sale of assets.................................        --          --       3,876
Restricted cash............................................      (840)         --          --
Money market instruments...................................     8,000      (7,800)     28,097
Decrease in other assets...................................        --         157         313
                                                             --------    --------    --------
                                                                  (36)    (12,731)     24,145
                                                             --------    --------    --------
Effect of exchange rate change on cash and short-term
  deposits.................................................       149        (331)        571
                                                             --------    --------    --------
Increase (decrease) in cash and short-term deposits........   (13,671)    (23,274)     27,855
Cash and short-term deposits at beginning of year..........    18,219      41,493      13,638
                                                             --------    --------    --------
Cash and short-term deposits at end of year................  $  4,548    $ 18,219    $ 41,493
                                                             ========    ========    ========
CHANGES IN NON-CASH OPERATING WORKING CAPITAL
  Receivables..............................................       315         654       2,152
  Inventories and prepaids.................................       224        (134)      2,707
  Accounts payable.........................................     1,091      (1,150)     (1,735)
  Accrued liabilities......................................       587        (212)       (573)
                                                             --------    --------    --------
                                                             $  2,217    $   (842)   $  2,551
                                                             ========    ========    ========
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       F-6
<PAGE>   45

                            CAMPBELL RESOURCES INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements are prepared by management in
accordance with accounting principles generally accepted in Canada and, except
as described in note 12, conform in all material respects with accounting
principles generally accepted in the United States. The principal accounting
policies followed by Campbell Resources Inc. (the "Company"), which have been
consistently applied, are summarized as follows:

     UNCERTAINTIES AND USE OF ESTIMATES: The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts of revenue and expense during the period. Actual results could differ
from estimates. During the fiscal periods presented, management has made a
number of significant estimates and valuation assumptions, including estimates
of the net realizable value of accounts receivable, inventory, the useful lives
of capital assets, the recoverability of mining interests, the future costs
associated with environmental and site restoration matters, and the fair value
of financial assets and liabilities. These estimates and valuation assumptions
are based on current information and management's planned course of action, as
well as assumptions about future business and economic conditions. Should the
underlying valuation assumptions and estimates change, the recorded amounts
could change by a material amount. The Company's ability to discharge its
liabilities and realize the carrying value of its assets in the normal course of
operations is dependent upon the existence of economically recoverable reserves,
the ability of the Company to obtain the necessary financing to complete
exploration and development, and future profitable production or proceeds from
disposition of its interests.

     INTERCORPORATE INVESTMENTS: The consolidated financial statements include
the accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated on consolidation.

     CASH AND SHORT-TERM DEPOSITS, MONEY MARKET INSTRUMENTS: Cash and short-term
deposits consist of cash-on-hand, balances with banks and short-term money
market instruments (maturity on acquisition of less than 90 days) and are
carried at amortized cost, which approximates market. Money market instruments
with maturity on acquisition of more than 90 days are carried at amortized cost,
which approximates market. The Company's policy is to invest in highly rated
instruments and to limit the amount of credit exposure to any one institution.

     INVENTORIES: Mining and milling materials and supplies are valued at the
lower of average cost and net replacement cost. Work-in-process is valued at the
lower of average production cost or net realizable value. Production costs
include direct labour, benefits, supplies and equipment operating costs and
maintenance.

     MINING INTERESTS: Plant and equipment are recorded at cost with
depreciation generally provided either on the unit-of-production method over the
estimated economic life of the mine to which they relate or on the straight-line
method over their estimated useful lives.

     Mining properties and deferred mining expenditures are recorded at cost and
are depleted on the unit-of-production method over the estimated economic life
of the mine to which they relate. Development costs incurred to expand existing
capacity, develop new ore bodies and develop property substantially in advance
of production are capitalized.

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

                                       F-7
<PAGE>   46
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

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

     STOCK-BASED COMPENSATION PLANS: The Company has two stock-based
compensation plans, which are described in note 5. No compensation expense is
recognized for these plans when stock or stock options are issued to directors
or employees unless stock appreciation rights ("SAR") accompany the options.
When stock is issued on the exercise of a stock option under a SAR, the
difference between the market price and the option price is recorded as
compensation expense and credited to share capital. Any consideration paid by
employees on the exercise of stock options or purchase of stock is credited to
share capital.

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

     RECOGNITION OF METALS REVENUE: Gold and copper revenues are recognized at
the time of production. Receivables include gold and gold concentrate settled
subsequent to year end, which are recorded at estimated net realizable value.

     INCOME TAXES: The Company changed its policy for accounting for income
taxes by adopting, effective January 1, 2000, the Canadian Institute of
Chartered Accountants Handbook Section 3465 "Income Taxes". This required a
change from the deferral method of accounting for income taxes to the asset and
liability method. Under the asset and liability method, future tax assets and
liabilities are recognized for future tax consequences attributable to
differences between the financial statement carrying value and the tax basis of
assets and liabilities.

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

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

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

                                       F-8
<PAGE>   47
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

     CURRENCY TRANSLATION: The U.S. dollar is considered to be the functional
currency of the Company's Mexican operations as most of those activities are
conducted in U.S. dollars. Accordingly, the Mexican operations are translated
from Mexican pesos into U.S. dollars using the temporal method whereby monetary
assets and liabilities are translated at the year end rate of exchange and
non-monetary assets and liabilities are translated at historical rates of
exchange. Exchange gains or losses are included in the determination of
earnings. The U.S. dollar financial statements of the Mexican operations are
translated into Canadian dollars at the year end rate of exchange for the
balance sheet and the average rate of exchange for the year for the statement of
income. Exchange gains or losses are included as a separate component of
shareholders' equity. The Panamanian operations are translated into Canadian
dollars using the temporal method.

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

2 -- INVENTORIES

<TABLE>
<CAPTION>
                                                              2000      1999
                                                             ------    ------
<S>                                                          <C>       <C>
Materials and supplies.....................................  $4,420    $4,369
Work-in-process............................................      --       522
                                                             ------    ------
                                                             $4,420    $4,891
                                                             ======    ======
</TABLE>

3 -- MINING INTERESTS

<TABLE>
<CAPTION>
                                              2000                                    1999
                              -------------------------------------   -------------------------------------
                                           ACCUMULATED                             ACCUMULATED
                                         DEPRECIATION AND                        DEPRECIATION AND
                                COST       AMORTIZATION       NET       COST       AMORTIZATION       NET
                              --------   ----------------   -------   --------   ----------------   -------
<S>                           <C>        <C>                <C>       <C>        <C>                <C>
Property, plant and
  equipment.................  $ 26,277       $ 22,198       $ 4,079   $ 24,673       $ 16,697       $ 7,976
Mining properties and
  deferred expenditures.....   160,660        149,540        11,120    152,890        108,428        44,462
Construction in progress....        --             --            --        975             --           975
                              --------       --------       -------   --------       --------       -------
                              $186,937       $171,738       $15,199   $178,538       $125,125       $53,413
                              ========       ========       =======   ========       ========       =======
</TABLE>

     During 2000, as part of its periodic evaluation of the carrying value of
its mining interests, the Company wrote off its carrying value of its Cerro
Quema project in Panama by $9,081,020 and wrote down the Joe Mann project in
Quebec by $26,007,751 and the Santa Gertrudis project in Mexico by $10,585,256.

     During 1992, the Company entered into agreements under which the Societe
Quebecoise d'Exploration Miniere ("Soquem") could earn a 50% interest in the Joe
Mann property (excluding the Joe Mann Mine) and in the Company's other
properties in the Chibougamau area by incurring specified amounts on exploration
on those properties. To July 1, 1997, Soquem had incurred total qualifying
expenditures under the previous agreements of $2,548,000 on the Joe Mann
property and $2,431,000 on the Chibougamau property. Effective July 2, 1997, the
agreements were modified to provide that Soquem spend an additional $1,600,000
on the Joe Mann property and an additional $750,000 on the Chibougamau property
from the effective date until June 1, 2002 to earn a 50% interest in each of the
properties. To December 31, 2000, Soquem had incurred total qualifying
expenditures under the new amendment of approximately $200,000 on the Joe Mann
property and $220,000 on the Chibougamau area property.

                                       F-9
<PAGE>   48
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

4 -- CONVERTIBLE DEBENTURES

     In July 1994, the Company issued US$11,005,000 of 7.5% Convertible
Subordinated Debentures. The debentures are unsecured, bear interest at 7.5%
payable in arrears on June 1 and December 1 each year and mature on July 21,
2004. The debentures are convertible at the option of the holder into common
shares of the Company at any time prior to maturity at a conversion of US$5.00
per common share. The debentures are redeemable for cash at any time after the
fifth anniversary of the date of issue or, at the Company's option, may be
redeemed in common shares on the basis of one common share for each US$5.00 of
debenture principal being redeemed. The right of the Company to redeem the
debentures for cash or common shares is conditional on the average price of the
Common Shares exceeding US$5.00 during a period of 20 consecutive days prior to
notice of redemption. The Company may, at its option, repay the debenture at
maturity by issuing common shares of the Company at the conversion price of
US$5.00 per common share.

     During 2000, debenture holders converted nil (1999 -- US$1,117,000;
1998 -- US$1,444,000) of debenture principal into nil (1999 -- 2,234,000;
1998 -- 2,888,000) common shares of the Company resulting in a balance
outstanding at December 31, 2000 of US$2,576,000 (1999 -- US$2,576,000;
1998 -- US$3,693,000).

5 -- CAPITAL STOCK

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

  a) Authorized shares
     Preference shares -- unlimited, issuable in series, without par value
     Common shares -- unlimited

  b) Issued and outstanding shares (in thousands)

<TABLE>
<CAPTION>
                                                 2000                1999                1998
                                           -----------------   -----------------   -----------------
                                           SHARES    AMOUNT    SHARES    AMOUNT    SHARES    AMOUNT
                                           ------   --------   ------   --------   ------   --------
<S>                                        <C>      <C>        <C>      <C>        <C>      <C>
Common shares:
  Balance at beginning of year...........  15,715   $125,339   15,469   $123,632   15,145   $121,425
Issued:
Conversion of convertible debentures.....                         223      1,642      289      2,030
  Share consolidation....................      (3)       (61)
  Employee Incentive Plan and Directors'
     Stock Option Plan...................      72         77       23         65       35        177
                                           ------   --------   ------   --------   ------   --------
                                           15,784   $125,355   15,715   $125,339   15,469   $123,632
                                           ======   ========   ======   ========   ======   ========
</TABLE>

  c) Employee Incentive Plan and Directors' Stock Option Plan

     The Employee Incentive Plan comprises a Share Option Plan, a Share Purchase
Plan, a Share Bonus Plan and a Share Loan Plan. The Share Purchase Plan calls
for Company contributions of an amount equal to 50 per cent of the employees'
contributions, which can amount to a maximum of 5 per cent of their basic annual
salaries or wages. The common shares are issued on a quarterly basis at market
value.

     Under the Share Bonus Plan, shares can be issued to full-time salaried
employees as a bonus in recognition of services as determined by the
Compensation Committee or the Board of Directors.

                                       F-10
<PAGE>   49
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

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

     Options granted under the Directors' and Employee Share Option Plans expire
not later than five years from the date on which they were granted and all
current options expire on or before March 9, 2005. Changes in the share option
plans are as follows (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                               2000                      1999                      1998
                                      -----------------------   -----------------------   -----------------------
                                                  WEIGHTED                  WEIGHTED                  WEIGHTED
                                                  AVERAGE                   AVERAGE                   AVERAGE
                                      SHARES   EXERCISE PRICE   SHARES   EXERCISE PRICE   SHARES   EXERCISE PRICE
                                      ------   --------------   ------   --------------   ------   --------------
<S>                                   <C>      <C>              <C>      <C>              <C>      <C>
Outstanding at beginning of year....    673        $9.10          703        $9.30          725        $11.50
Granted.............................     15        $3.70          108        $4.30          233        $ 4.40
Expired.............................   (280)       $9.47         (138)       $6.50         (255)       $11.20
                                       ----        -----         ----        -----         ----        ------
Outstanding at end of year..........    408        $8.65          673        $9.10          703        $ 9.30
                                       ----        -----         ----        -----         ----        ------
</TABLE>

     The following summarizes information about stock options outstanding at
December 31, 2000 (in thousands except per share amounts):

<TABLE>
<CAPTION>
                      OPTIONS OUTSTANDING                                 OPTIONS EXERCISABLE
                 ------------------------------                      ------------------------------
                               WEIGHTED AVERAGE
RANGE OF           NUMBER         REMAINING       WEIGHTED AVERAGE     NUMBER      WEIGHTED AVERAGE
EXERCISE PRICE   OUTSTANDING   CONTRACTUAL LIFE    EXERCISE PRICE    EXERCISABLE    EXERCISE PRICE
--------------   -----------   ----------------   ----------------   -----------   ----------------
<S>              <C>           <C>                <C>                <C>           <C>
$3.70 - $ 4.40       225          2.8 years            $ 4.33            204            $ 4.36
$9.10 - $14.80       183          0.7 years            $13.98            182            $13.98
                     ---                                                 ---
                     408          1.8 years            $ 8.65            386            $ 5.02
                     ===                                                 ===
</TABLE>

  d) Loss per share

     The weighted average number of common shares outstanding during the year
ended December 31, 2000 used to calculate the loss per common share amounted to
15,733,000 (1999 -- 15,695,000; 1998 -- 15,353,000). Outstanding warrants and
options were not dilutive to loss per share in any of the periods presented.

     In December, 2000, the Canadian Institute of Chartered Accountants released
Section 3500 "Earnings per share", which will be effective on a retroactive
basis in the Company's first quarter ending March 31, 2001. The standard
requires the use of treasury stock method in calculating diluted earnings per
share, consistent with United States accounting principles. Had the Company
applied the new standard in 2000, the calculation of 2000 diluted loss per share
would have remained ($4.04) per share.

                                       F-11
<PAGE>   50
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

6 -- INCOME AND MINING TAXES

  a) Geographic components

     The geographic components of loss before taxes is as follows:

<TABLE>
<CAPTION>
                                                       2000        1999        1998
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Canada.............................................  $(36,653)   $ (9,001)   $ (6,562)
Mexico.............................................   (18,341)     (4,448)     (3,855)
Panama.............................................    (9,476)       (507)    (10,340)
                                                     --------    --------    --------
                                                     $(64,470)   $(13,956)   $(20,757)
                                                     ========    ========    ========
</TABLE>

     The geographic components of income and mining taxes is as follows:

<TABLE>
<CAPTION>

<S>                                                         <C>       <C>       <C>
Current income tax expense:
Canada....................................................  $ (132)   $  (79)   $ (55)
Mexico....................................................      --      (567)    (618)
                                                            ------    ------    -----
                                                              (132)     (646)    (673)
Future (1999 and 1998 deferred) mining tax
  recovery -- Canada......................................   1,032     1,900      582
                                                            ------    ------    -----
                                                            $  900    $1,254    $ (91)
                                                            ======    ======    =====
</TABLE>

  b) Effective tax rate

     The recovery of (provision for) income taxes varies from the amounts that
would be computed by applying the Canadian federal and provincial statutory tax
rates of approximately 39.3% (1999 and 1998 -- 40%) to income before taxes as
follows:

<TABLE>
<CAPTION>
                                                           2000       1999      1998
                                                          -------    ------    ------
<S>                                                       <C>        <C>       <C>
Expected income tax recovery using
  Statutory income tax rates............................  $25,337    $5,585    $8,289
Resource allowance......................................     (712)     (274)       67
Mining taxes recovery...................................    1,032     1,900       582
Tax benefit of losses not currently recognized..........  (23,754)   (5,310)   (7,495)
Non-deductible expenses.................................       --        --      (861)
Other...................................................   (1,003)     (647)     (673)
                                                          -------    ------    ------
Income and mining tax recovery (provision)..............  $   900    $1,254    $  (91)
                                                          =======    ======    ======
</TABLE>

                                       F-12
<PAGE>   51
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

  c) Future Income Taxes

     The tax effects of temporary differences that give rise to significant
portions of the future tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                              2000
                                                             -------
<S>                                                          <C>
Non-current future tax assets:
Mining interests...........................................  $41,701
Operating loss carry forwards..............................   14,446
Capital loss carry forwards................................    6,437
Other......................................................    2,233
                                                             -------
                                                              64,817
Valuation allowance........................................   63,075
                                                             -------
                                                             $ 1,742
                                                             =======
Current future tax liabilities:
Inventory..................................................  $   886
Non-current future tax liabilities:
Other......................................................      856
                                                             -------
                                                             $ 1,742
                                                             =======
Net future tax liabilities.................................  $    --
                                                             =======
</TABLE>

     As described in note 1, the Company adopted Section 3465 retroactively
without restatement of prior period financial statements resulting in the
deficit at January 1, 2000 being reduced by $684,000.

  d) Loss carry forwards

     At December 31, 2000, the Company and its subsidiaries had operating losses
for income tax purposes in Canada approximating $11,500,000 and in Mexico
approximating $28,123,000 which are available to reduce taxes in future years
and expire over the period to the year 2010. In addition, the Company and its
subsidiaries had capital losses for income tax purposes in Canada of
approximately $25,500,000 available to apply against future taxable capital
gains. The Company's subsidiary has an additional $22,600,000 of capital loss
carry forwards which have not been accepted by the tax authorities. The Company
is objecting to the tax authorities position.

7 -- STATEMENTS OF CASH FLOWS

     Additional disclosures required with respect to the Statements of Cash
Flows are as follows:

<TABLE>
<CAPTION>
                                                              2000    1999    1998
                                                              ----    ----    ----
<S>                                                           <C>     <C>     <C>
Cash taxes paid.............................................  $295    $573    $770
Cash interest paid..........................................  $294    $306    $502
</TABLE>

8 -- COMMITMENTS AND CONTINGENCIES

     a) The Company has outstanding calls for 33,200 ounces of gold in 2001 at
US$350 per ounce subject to floating gold lease rates. An amount of US$560,000
has been deposited to secure these options.

                                       F-13
<PAGE>   52
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

     b) The Company's Joe Mann Mine is subject to a graduated net smelter return
royalty increasing from 1.8% up to a gold price of Canadian $512 per ounce to
3.6% at a gold price of Canadian $625 per ounce.

     c) During 1996, the Company's Mexican subsidiary received import duty
assessments following an audit claiming the subsidiary's interest in certain
pieces of machinery and equipment with an approximate value of US$2,200,000 and
levying taxes, penalties, interest and inflationary adjustments for a further
Mexican pesos 9,200,000. On May 26, 1997, the Company received notice that it
was successful in its appeal against the assessments and that the Mexican pesos
9,200,000 was not payable. The charge against the assets will be released when
the final tax assessment covering this matter is issued in favour of the Company
by the tax authorities. On May 6, 1998, the tax authorities issued a tax
assessment identical to that issued in 1996 except that the amounts claimed have
increased to Mexican pesos 18,000,000 as a result of inflation and additional
interest. The Company was advised that this assessment was improper as it
completely ignored the earlier ruling. Accordingly the Company filed a new
appeal before the Federal Tax Court to nullify the assessment. The appeal is
still awaiting consideration by the Tax Court. 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.

     d) During 1991, a subsidiary of the Company entered into a corporate
restructuring and financing arrangement ("Arrangement") in which it issued to a
group of Canadian financial institutions $38,000,000 of Guaranteed Subordinate
Debentures and Notes ("Debentures") and $12,000,000 of Guaranteed Non-
Cumulative Redeemable Retractable Preferred Shares ("Preferred Shares"). Under
the Arrangement, a total of $50,000,000 of mineral development expenditures were
renounced to the investors on a flow-through basis. The Debentures are
unsecured, subordinate to all existing non-trade debt and future senior debt,
bear interest at varying rates, are repayable upon maturity in 2007, and cannot
be prepaid. The Preferred Shares are redeemable at any time at an amount of
$240,000 per Preferred Share, rank equally and parri passu with the common
shares for dividends when declared, and are retractable in 2007. In order to
secure the performance of the Debentures and Preferred Shares the Company's
subsidiary entered into an Interest Rate and Currency Exchange Swap Agreement
("Swap Agreement") with a major international bank, (the "Bank"). The Swap
Agreement provides for the conversion of one floating rate interest basis to
another and for differences in the timing of payments so as to match the
interest payment requirements under the Debentures, repay the Debentures upon
maturity and retract the Preferred Shares. All payments are denominated in
Canadian dollars. The Company's subsidiary placed Canadian dollar deposits with
the counter party to the Swap agreement which deposits have been charged to
secure the performance under the Swap agreement. These deposits earn interest at
Canadian Bankers Acceptance rates. The Swap Agreement was irrevocably assigned
directly to the investors. Accordingly, the Bank is the primary obligor under
the Arrangement, and the Company is contingently liable should the Bank fail to
perform under the agreements.

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

     e) The Company is from time to time involved in various claims, legal
proceedings and reassessments for income, mining and other taxes, arising in the
ordinary course of business. The Company's current and proposed mining and
exploration activities are subject to various laws and regulations governing the
protection of the environment. These laws and regulations are continually
changing and are generally becoming more restrictive. The Company conducts its
operations so as to protect its employees, the general public and the
environment and, to the best of its knowledge, believes its operations are in
compliance with all applicable laws and regulations, in all material respects.
The Company has made, and expects to make in the future, submissions and
expenditures to comply with such laws and regulations. Where estimated
reclamation and

                                       F-14
<PAGE>   53
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

closure costs are reasonably determinable, the Company has recorded a provision
for environmental liabilities based on management's estimate of these costs.
Such estimates are subject to adjustment based on changes in laws and
regulations and as new information becomes available.

9 -- PENSION PLAN

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

     Information about the defined benefit plan is as follows:

<TABLE>
<CAPTION>
                                                               2000
                                                              ------
<S>                                                           <C>
Accrued benefit obligation
  Balance at beginning of year..............................  $2,887
  Service cost..............................................     164
  Employee contributions....................................      62
  Benefit paid..............................................    (161)
  Interest cost.............................................     220
  Experience loss...........................................     176
                                                              ------
  Balance at end of year....................................   3,348
</TABLE>

<TABLE>
<S>                                                           <C>
Plan assets
  Fair value at beginning of year...........................   3,515
  Contributions.............................................      62
  Benefits paids............................................    (161)
  Actual return on plan assets..............................     549
                                                              ------
  Fair value at end of the year.............................   3,965
                                                              ------
Funded status -- excess.....................................     617
  Unrecognized net actuarial gain...........................    (113)
                                                              ------
Accrued benefit asset.......................................  $  504
                                                              ======
</TABLE>

                                       F-15
<PAGE>   54
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

     The significant actuarial assumptions used in the measurement of the
Company's accrued benefit obligation are as follows:

<TABLE>
<S>                                                           <C>
At beginning of period:
  Discount rate.............................................   7.25%
  Expected return on plan assets............................   7.50%
  Rate of compensation increase.............................   4.00%
At end of period:
  Discount rate.............................................   6.75%
  Rate of compensation increase.............................   4.00%
Employee future benefit expense:
  Current service cost......................................  $  164
  Expected return on plan assets............................    (260)
  Interest cost.............................................     220
                                                              ------
Net expense.................................................  $  124
                                                              ======
</TABLE>

10 -- SEGMENTED DATA

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

<TABLE>
<CAPTION>
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Canada................................................  $11,042    $21,464    $31,030
Mexico................................................    4,640      1,001      5,358
                                                        -------    -------    -------
                                                        $15,682    $22,465    $36,388
                                                        =======    =======    =======
</TABLE>

     Revenues are attributed to countries based on the source of the production.
During 2000 the Company sold approximately 35% (1999 -- 39%; 1998 -- 35%) of its
product to one smelter.

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

<TABLE>
<CAPTION>
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Canada................................................  $14,814    $31,913    $33,054
Mexico................................................      385     12,419     10,963
Panama................................................       --      9,081      9,100
                                                        -------    -------    -------
                                                        $15,199    $53,413    $53,117
                                                        =======    =======    =======
</TABLE>

11 -- FAIR VALUE AND CREDIT RISK DISCLOSURES

     At December 31, 2000 the fair value of the Company's convertible debentures
was estimated to be $1,170,000 (1999 - $2,777,000) compared to the carrying
amount of $3,864,000 (1999 - $3,718,000) based on a quoted price. The carrying
amount of cash and short-term deposits, money market instruments, receivables,
accounts payable, accrued liabilities and other liabilities in the consolidated
balance sheets approximates fair value based on their short-term maturities and
or quotes received.

                                       F-16
<PAGE>   55
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

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

12 -- DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES

     The reconciliation of net loss determined in accordance with generally
accepted accounting principles in Canada to net loss determined under accounting
principles which are generally accepted in the United States is as follows:

<TABLE>
<CAPTION>
                                                       2000        1999        1998
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Net loss for year as reported......................  $(63,570)   $(12,702)   $(20,848)
Depreciation and amortization(b)...................    19,738         926      (9,389)
Deferred income taxes(c)...........................    (1,032)     (1,031)        285
Foreign exchange contracts(f)......................        --         576        (576)
                                                     --------    --------    --------
Net loss for the year in accordance with United
  States accounting principles.....................  $(44,864)   $(12,231)   $(30,528)
                                                     --------    --------    --------
Other comprehensive income (loss):
Foreign currency translation adjustments...........       665        (801)        986
                                                     --------    --------    --------
Comprehensive loss for the year in accordance with
  United States accounting principles..............  $(44,199)   $(13,032)   $(29,542)
                                                     --------    --------    --------
Loss per share for the year in accordance with
  United States accounting principles
  Basic and fully diluted..........................  $  (2.85)   $  (0.78)   $  (1.99)
                                                     --------    --------    --------
</TABLE>

Differences between Canadian and United States accounting principles as they
affect the Company's financial statements are as follows:

 (a) Revenue Recognition

     The Company's accounting policy, which is consistent with Canadian
     accounting principles, is to recognize gold and copper revenues on
     production. Under United States accounting principles revenue is recognized
     when delivery to the purchaser has occurred and the price realized is fixed
     or determinable. This difference would not have a material effect on
     reported results of operations or on the Company's balance sheet.

(b) Depreciation and Amortization

    Under Canadian accounting principles, depreciation and amortization may be
    calculated on the unit-of-production method based upon the estimated mine
    life, whereas under United States accounting principles the calculations are
    made based upon proven and probable mineable reserves. Under Canadian
    accounting principles capital assets should be written down to the net
    recoverable amount if this exceeds the carrying amount, whereas under United
    States accounting principles if the future net cash flows is less than the
    carrying amount the capital asset should be written down to its fair value.

 (c) Deferred Income Taxes

     Prior to the year 2000, under Canadian accounting principles income and
     mining taxes could be accounted for under the deferral method. Under United
     States accounting principles the asset and

                                       F-17
<PAGE>   56
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

     liability method (FAS 109) is used, whereby deferred tax assets and
     liabilities are recognized for the deferred taxes attributable to
     differences between book value and the tax basis of the Company's assets
     and liabilities.

(d) Stock Options

    Beginning in 1996, United States accounting principles allow, but do not
    require companies to record compensation cost for stock option plans at fair
    value. The Company has chosen to continue to account for stock options using
    the intrinsic value method as permitted under Canadian and United States
    accounting principles. The United States accounting pronouncement does,
    however, require the disclosure of pro forma net income and earnings per
    share information as if the Company had accounted for its employee stock
    options issued in prior years under the fair value method. Accordingly, the
    fair value of these options has been estimated at the date of grant using a
    Black-Scholes option pricing model with the following assumptions for each
    year; risk free interest rates for 2000 of 6.30% (1999 - 5.70%; 1998 -
    5.50%); dividend yields of 0%; volatility factors of the expected market
    price of the Company's common shares of 100%; and a weighted average
    expected life of the options of four years.

    The weighted average grant date fair values of options issued in 2000, 1999
    and 1998 were $2.63, $3.08 and $2.11, respectively. For purposes of pro
    forma disclosures, the estimated fair value of the options is expensed over
    the options' vesting period, which is three years in the case of employees
    and immediately in the case of Directors. For the year ended December 31,
    2000, the Company's pro forma net loss and loss per share in accordance with
    United States accounting principles are a net loss of $45,041,000
    (1999 - net loss $12,816,000; 1998 net loss of $31,432,000) and a loss per
    share of $2.86 (1999 loss per share of $0.82; 1998 loss per share of $2.05).

 (e) Contingent Liability

     Under United States accounting principles the contingent liability
     disclosed in note 8 (d) would be reflected in the balance sheet.
     Accordingly, under United States accounting principles total assets and
     liabilities would increase by $50 million. The increase in assets
     represents investments (non-current) comprising Canadian dollar payments
     under the Swap agreement and Canadian dollar deposits with the counter
     party to the Swap agreement. The liabilities (non-current) represent the
     Guaranteed Subordinate Debentures and Notes of $38 million and the
     Guaranteed Non-Cumulative Redeemable Retractable Preferred Shares of $12
     million which would be included outside of shareholders' equity.

 (f) Foreign Exchange Contracts

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

 (g) Balance Sheets

     The cumulative effect of the application of United States accounting
     principles, noted in (b) to (f) above, on the consolidated balance sheets
     of the Company as at December 31, 2000 and 1999 would be to decrease mining
     interests by $1,957,000 (1999 - $21,695,000), increase long-term
     investments by $50,000,000 (1999 - $50,000,000), increase long-term
     liabilities by $38,000,000 (1999 - $38,000,000), increase future tax
     assets, non-current by $nil (1999 - $1,999,000), increase future taxes,
     current liabilities by $nil (1999 - $1,179,000), decrease future income and
     mining taxes, non-current liabilities by nil (1999 - $896,000), increase
     preferred shares by $12,000,000 (1999 - $12,000,000) and reduce
     shareholders equity by $1,957,000 (1999 - $20,761,000).

                                       F-18
<PAGE>   57
                            CAMPBELL RESOURCES INC.

         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
        (TABULAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF CANADIAN DOLLARS)

(h) Other Recent Accounting Pronouncements

    In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
    Instruments and Hedging Activities." SFAS No. 133 establishes methods of
    accounting for derivative financial instruments and hedging activities
    related to those instruments as well as other hedging activities. The
    Company will be required to implement SFAS No. 133 for its fiscal year
    ending December 31, 2001. The Company has not yet determined the impact, if
    any, of the adoption of SFAS No. 133 on its reported financial position,
    results of operations or cash flows.

    During 1999, the Securities Exchange Commission ("SEC") issued Staff
    Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
    101"). SAB 101 reflects the SEC staff's interpretation of basic principles
    of revenue recognition in existing United States generally accepted
    accounting principles. There was no impact of adopting SAB 101 during 2000.

13 -- SUBSEQUENT EVENT

     On March 28, 2001 the Company jointly announced, with MSV Resources Inc.
and GeoNova Explorations Inc., approval in principle of the merger of the three
companies. The transaction is subject to final approval by each Board of
Directors as well as regulatory and shareholder approvals.

                                       F-19
<PAGE>   58

                            CAMPBELL RESOURCES INC.

                                 2000 FORM 10-K

                                 EXHIBIT INDEX

<TABLE>
<C>   <S>
21.1  Significant subsidiaries
23.1  Consent of KPMG LLP
23.2  Consent of Met-Chem Canada Inc.
</TABLE>