<PAGE>   1
                             CAMPBELL RESOURCES INC.
                      Suite 1910, 120 Adelaide Street West
                            Toronto, Ontario M5H 1T1

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         NOTICE is hereby given that the Annual Meeting of Shareholders of
Campbell Resources Inc. (the "Corporation") will be held at The Ontario Club, 30
Wellington St. West, Commerce Court South, The Engineer's Room, 5th Floor,
Toronto, Ontario on Tuesday, May 19th, 1998 at 9:30 A.M. (Eastern Daylight
Saving Time) for the following purposes:

         1.       to receive the Consolidated Financial Statements of the
                  Corporation and Auditors' Report thereon for the fiscal year
                  ended December 31, 1997;

         2.       to elect directors for the ensuing year;

         3.       to appoint auditors for the ensuing year and to authorize the
                  Directors to fix their remuneration; and

         4.       to transact such other business as may properly come before
                  the Meeting or any adjournment or adjournments thereof.

         The Board of Directors of the Corporation has fixed the close of
business on March 30, 1998 as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting and any
adjournment thereof.

         If you do not expect to be present at the Meeting, please sign, date
and fill in the enclosed form of proxy and return it by mail in the enclosed
addressed envelope. All instruments appointing proxies to be used at the Meeting
must be deposited with the Secretary of the Corporation at the Corporation's
office in Toronto, or at the office of the Corporation's transfer agent,
Montreal Trust Company, in Toronto not later than 5:00 p.m. (Eastern Daylight
Saving Time) on Friday, May 15, 1998. Shares represented by instruments
appointing proxies that are not so deposited will not be voted at the Meeting.

                                   By Order of the Board of Directors



                                   Lorna D. MacGillivray
                                   Vice President, Secretary and General Counsel

Dated: March 20, 1998.
<PAGE>   2
                             CAMPBELL RESOURCES INC.

                                 PROXY CIRCULAR

                         ANNUAL MEETING OF SHAREHOLDERS

         THIS PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY
THE MANAGEMENT AND BOARD OF DIRECTORS OF CAMPBELL RESOURCES INC. (THE
"CORPORATION" OR "CAMPBELL") OF PROXIES TO BE VOTED AT THE ANNUAL MEETING OF
SHAREHOLDERS (THE "MEETING") TO BE HELD ON MAY 19, 1998 AT THE ONTARIO CLUB, 30
WELLINGTON ST. WEST, COMMERCE COURT SOUTH, 5TH FLOOR THE ENGINEER'S ROOM,
TORONTO, ONTARIO. The record date for determination of shareholders entitled to
receive notice of the Meeting is March 30, 1998. If a person has acquired
ownership of shares since that date he may, in accordance with the provisions of
the Canada Business Corporations Act, produce properly endorsed share
certificates or otherwise establish that he owns such shares and demand, not
later than the close of business on May 11, 1998, to be included in the list of
shareholders entitled to vote at the Meeting, in which case the transferee is
entitled to vote his shares at the Meeting.

         EACH SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A
SHAREHOLDER, OTHER THAN THE PERSONS SPECIFIED IN THE ENCLOSED FORM OF PROXY TO
ATTEND AND ACT FOR HIM AND ON HIS BEHALF AT THE MEETING. SUCH RIGHT MAY BE
EXERCISED BY STRIKING OUT THE NAMES OF MANAGEMENT'S NOMINEES IN THE ENCLOSED
FORM OF PROXY AND INSERTING THE NAME OF THE PERSON TO BE APPOINTED IN THE BLANK
SPACE PROVIDED IN THE FORM OF PROXY, SIGNING THE FORM OF PROXY AND RETURNING IT
IN THE REPLY ENVELOPE PROVIDED.

         Any person giving a proxy may revoke it by depositing an instrument in
writing executed by him or by his attorney authorized in writing at the
registered office of the Corporation at any time up to the close of business on
the last business day preceding the Meeting or any adjournment thereof or with
the Chairman at the Meeting or in any other manner permitted by law. ALL
PROPERLY EXECUTED PROXIES, NOT THERETOFORE REVOKED, WILL BE VOTED ON ANY POLL
TAKEN AT THE MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN. IF
NO INSTRUCTIONS ARE GIVEN WITH RESPECT TO ANY PARTICULAR MATTER, THE PROXY
AUTHORIZES A VOTE IN FAVOUR OF SUCH MATTER AND IT WILL BY VOTED ACCORDINGLY.
Proxies must be received by the Corporation not later than 5:00 p.m. (Eastern
Daylight Saving Time) on Friday, May 15, 1998.

         All dollar amounts contained in this Proxy Circular are expressed in
Canadian dollars unless specifically stated otherwise. As of March 20, 1998, the
Noon Buying Rate in New York City for Canadian dollars was U.S.$0.7051.

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         As of March 20, 1998, the Corporation had outstanding 152,462,861
Common Shares entitled to be voted at the Meeting. Each Common Share is entitled
to one vote.

                                        1
<PAGE>   3
         To the knowledge of the Corporation, as of March 20, 1998, 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>
Heartland Advisors, Inc.              15,715,000(1)                 10.3%
790 North Milwaukee Street
Milwaukee, WI 53202
</TABLE>

1.       Based on U.S. Securities and Exchange Commission Schedule 13G filing
         dated January 8, 1998).

                              ELECTION OF DIRECTORS

                        (ITEM NO. 2 OF NOTICE OF MEETING)

         Shareholders will be asked to elect nine directors to serve, subject to
the Corporation's by-laws, until the next annual meeting of shareholders or
until their respective successors have been duly elected or appointed. IT IS THE
INTENTION OF THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY TO VOTE AT THE
MEETING FOR THE ELECTION AS DIRECTORS OF THE PERSONS NAMED BELOW. IF ANY SUCH
NOMINEE SHOULD BE UNABLE TO SERVE, AN EVENT NOT CURRENTLY ANTICIPATED, PROXIES
WILL BE VOTED FOR SUCH PERSON AS SHALL BE DESIGNATED BY THE BOARD OF DIRECTORS
OF THE CORPORATION TO REPLACE SUCH NOMINEE.

         The following table sets forth certain information concerning the
persons to be nominated for election as directors of the Corporation, including
their beneficial ownership of Common Shares of the Corporation as of March 20,
1998. Unless otherwise indicated, each nominee holds sole voting and investment
power over his shares.

<TABLE>
<CAPTION>
                                                                                              Number
                                                                                              of
Name & Municipality of    Principal Occupation                          Director              Common          Percent
Residence                 and Business Experience                       Since         Age     Shares          of Class
---------                 -----------------------                       -----         ---     ------          --------
<S>                       <C>                                           <C>           <C>     <C>             <C>
James D. Beatty           Chief Executive Officer, Trinity              1983          53        2,500(1)       *
Toronto, Ontario          Capital Corporation, Toronto,
                          Ontario, investment company.

Graham G. Clow            Mining Engineer; Senior Vice                  1996          47        2,500(2)       *
Oakville, Ontario         President, Operations, Breakwater
                          Resources Ltd., President, CanZinco
                          Ltd., Toronto, Ontario; prior to June,
                          1996, President, Granduc Mining
                          Corporation; prior to June, 1993,
                          Vice President, Project Development,
                          Curragh Inc., Toronto, Ontario,
                          mining companies.
</TABLE>

                                       2
<PAGE>   4


<TABLE>
<CAPTION>
                                                                                              Number
                                                                                              of
Name & Municipality of    Principal Occupation                          Director              Common          Percent
Residence                 and Business Experience                       Since         Age     Shares          of Class
---------                 -----------------------                       -----         ---     ------          --------
<S>                       <C>                                           <C>           <C>     <C>             <C>
Roderick P. Douglas       Mining Engineer; Director of Ashton           1994          72       10,000(3)      *
Vancouver, B.C.           Mining of Canada Inc., Vancouver,
                          B.C., mining company.

John O. Kachmar           President and Chief Executive Officer         1992          61      175,000(4)      *
Toronto, Ontario          of the Corporation; prior to August
                          1993, President of Northgate
                          Exploration Limited, Toronto,
                          Ontario, mining company.

James C. McCartney Q.C.   Chairman of the Corporation;                  1993          60       50,000(5)      *
Toronto, Ontario          Partner, McCarthy Tetrault,
                          Barristers & Solicitors, Toronto,
                          Ontario; Director of Algoma Steel
                          Inc., Sault Ste Marie, Ontario, steel
                          company.

Donald R. Murphy          President, Societe de developpement           1987          54       nil(1)(6)     --
Rouyn/Noranda, Quebec     de la Baie James, Matagami, Quebec,
                          government owned corporation;
                          Director of MSV Resources Inc.,
                          Montreal, Quebec; and Espalau
                          Mining Corporation, Val d'Or,
                          Quebec; mining companies.

Francis S. O'Kelly        Mining Engineer; Director of                  1993          56        5,000(7)      *
New York, New York        Rayrock Yellowknife Resources Inc.,
                          Toronto, Ontario and Glamis Gold
                          Ltd., Vancouver, B.C.; mining
                          companies.

G. E. "Kurt" Pralle       Mining and Metallurgical Consultant;          1993          63      100,000(7)      *
Ramsey, New Jersey        prior to August 1993, Vice-President
                          and Senior Mining Engineer,
                          Citicorp, New York, New York.
</TABLE>

                                       3
<PAGE>   5


<TABLE>
<CAPTION>
                                                                                              Number
                                                                                              of
Name & Municipality of    Principal Occupation                          Director              Common          Percent
Residence                 and Business Experience                       Since         Age     Shares          of Class
---------                 -----------------------                       -----         ---     ------          --------
<S>                       <C>                                           <C>           <C>     <C>             <C>


James D. Raymond          Private Investor and Director;                1979          72       10,000(8)      *
Montreal, Quebec          Director of Cineplex Odeon
                          Corporation, Toronto, Ontario,
                          entertainment company; Canadian 88
                          Energy Corporation, Calgary,
                          Alberta, oil and gas company;
                          Denbridge Capital Corporation,
                          Toronto, Ontario, manufacturers
                          radar and electronics.
</TABLE>


Notes:

(1)      Excludes 500,000 Common Shares subject to option.

(2)      Excludes 150,000 Common Shares subject to option.

(3)      Excludes 250,000 Common Shares subject to option.

(4)      Excludes 1,350,000 Common Shares subject to option.

(5)      Excludes 800,000 Common Shares subject to option.

(6)      Excludes 26,110 Common Shares held by Societe de developpement de la
         Baie James of which Mr. Murphy is President.

(7)      Excludes 400,000 Common Shares subject to option.

(8)      Excludes 600,000 Common Shares subject to option.

*        Less than 1% of the outstanding Common Shares.

         As of March 20, 1998, the directors and officers of the Corporation as
a group beneficially owned 437,008 Common Shares representing approximately 0.3%
of the outstanding Common Shares of the Corporation excluding 5,650,000 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.

COMMITTEES OF THE BOARD OF DIRECTORS

         The Executive Committee of the Board of Directors consists of three
directors, Messrs. Kachmar, McCartney and Raymond and has substantially all of
the powers of the Board of Directors, except those required by law to be
exercised by the Board of Directors. The Audit Committee of the Board of
Directors consists of three directors, Messrs. Beatty, Douglas and Murphy. The
Audit Committee reviews the Corporation's financial statements and audit
procedures and reports thereon to the Board of Directors. The Compensation
Committee consists of three directors, Messrs. Beatty, McCartney and Pralle. The
Compensation Committee considers and approves compensation, remuneration and
incentive arrangements for officers and senior employees of Campbell. The
Corporation does not have a nominating committee.


                                        4
<PAGE>   6
                              CORPORATE GOVERNANCE

         In December, 1994, The Toronto Stock Exchange (the "Exchange")
Committee on corporate governance in Canada released a report (the "Report")
containing guidelines for effective corporate governance for corporations listed
on the Exchange. The Report has been adopted by the Exchange and corporations
listed on the Exchange are required to disclose their corporate governance
practices and to provide an explanation where those practices differ from the
guidelines.

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

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

         The Report recommends that committees of the Board be comprised of
persons who are not officers or employees of the Corporation. The Audit and
Compensation Committees are comprised of non-management persons. However, the
Board has determined that due to the technical nature of the Corporation's
business, its Executive Committee would be more effective by having the
President and Chief Executive Officer on that Committee. Unless specifically
directed by the Board, the Executive Committee may not approve capital
expenditures or dispositions or borrowing other than in the ordinary course of
carrying out the Corporation's business, in excess of $3,000,000. In practice,
the Executive Committee does not give final approval to transactions but rather
makes its recommendations to the full Board.

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

         The Board is actively involved in establishing corporate strategies and
monitoring achievement thereof including optimization of performance of the
Corporation's current operations and achieving growth through acquisitions. The
Board monitors the performance of current mining operations through receipt of
monthly reports, the holding of quarterly meetings and its review and approval
of an annual financial forecast presented by management. Consideration and
approval of an acquisition of mining properties or other companies is carried
out by the full Board. Outside consultants and professionals are engaged and
report to the Board as required.

                                        5
<PAGE>   7
         The Board has identified the principal risks associated with the
Corporation's business. These risks and the steps taken to minimize such risks
are reviewed on an ongoing basis at the regularly scheduled quarterly meetings
of the Board.

         In 1990, the Board adopted an Environmental Policy, as recommended by
the Mining Association of Canada, which is administered at each site by an
environmental committee comprised of the President and Chief Executive Officer,
the General Manager and the environmental officer of the site. The President and
Chief Executive Officer reports to the Board on a quarterly basis which enables
the Board to monitor the effectiveness of compliance with environmental policy.

         The Board also approves a Treasury and Investment Policy which governs
investment of the Corporation's cash and foreign exchange and currency hedging.
Compliance with this policy is reviewed by the Board and the Audit Committee on
a quarterly basis.

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

         The responsibility of monitoring the effectiveness of the Corporation's
internal financial information systems has been delegated to the Vice President,
Finance who reports to the Board on a quarterly basis. The duty of monitoring
the technical affairs of the Corporation falls to the President and Chief
Executive Officer who is a member of the Board and of the environmental
committees.

         A program for succession of management and training has not been
adopted. Given the availability of trained mining industry personnel in Canada
and the size of the Corporation, management personnel who are already trained
are engaged as required to fill vacancies.

         The Corporation does not have a standing nominating committee for
directors nor does it have an ongoing process for the training or evaluation of
performance of directors, as recommended by the Report. The Corporation is a
medium sized company which is still in a growth stage and accordingly, a variety
of technical, legal and financial experience at the Board level is important.
When it is determined that additional expertise is required on the Board, a
number of candidates are considered and the full Board meets with a proposed
nominee. The decision to nominate or appoint an additional director is taken by
the Board as a whole.

         The performance of the management team is reviewed annually by the
Compensation Committee in the context of the Corporation's success in meeting
its objectives which are established as part of the review of the annual
financial forecast. This Committee is comprised solely of non-management members
being the Chairman and two independent directors. The

                                        6
<PAGE>   8
philosophy of the Compensation Committee is stated below under "Report on
Executive Compensation". In addition, the Compensation Committee periodically
reviews the compensation paid to members of the Board and makes recommendations
to the Board on compensation of directors.


                            COMPENSATION OF DIRECTORS

         All directors of the Corporation receive an annual director's fee of
$6,000 and an attendance fee of $750 per meeting and out-of-pocket expenses
relating to attendance at a board or committee meeting. The Corporation paid
aggregate remuneration of $131,250 to the 9 incumbent directors in their
capacities as such during the fiscal period ended December 31, 1997.

         In 1997, the Corporation purchased directors' and officers' liability
insurance with a liability limit of $20,000,000 for which the Corporation paid
an annual premium of $71,280 in 1997. The policy contains a deductible clause of
$250,000 payable by the Corporation.

         In 1997, Mr. Francis S. O'Kelly, a director of the Corporation,
provided consulting services to the Corporation on a part-time basis for a
monthly fee of US$1,500. This arrangement was terminated on October 31, 1997.
The Corporation paid Mr. O'Kelly US$15,000 in respect of such services in 1997.

         In 1997, the Corporation continued to engage the law firm McCarthy
Tetrault of which James C. McCartney, Q. C., a director and chairman of the
Corporation, is a senior partner to provide legal advice to the Corporation. An
aggregate of $11,700 was paid to McCarthy Tetrault for legal services in 1997.

                          DIRECTORS' STOCK OPTION PLAN

         At December 31, 1997, options to acquire an aggregate of 3,700,000
Common Shares were outstanding under the Directors' Stock Option Plan. During
1997, no options were granted or exercised under the Directors' Stock Option
Plan.


                             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, 1997, 1996 and 1995 (to the
extent required by the Regulation) in respect of the individuals who were at
December 31, 1997, 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"):

                                        7
<PAGE>   9
                           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>
John O. Kachmar           1997   285,000       70,000(1)            --                --          Nil          Nil       18,000(4)
President & Chief         1996   225,000      200,000               --           450,000          Nil          Nil       18,000(4)
Executive Officer         1995   225,000      170,000(2)            --                --          Nil          Nil       12,500(4)
------------------------------------------------------------------------------------------------------------------------------------

Lorna D. MacGillivray     1997   130,000       15,000               --                --          Nil          Nil          Nil
Vice President,           1996   115,000       56,500               --           150,000          Nil          Nil        3,000(4)
Secretary & General       1995   115,000       52,500 (2)           --                --          Nil          Nil          Nil
Counsel
------------------------------------------------------------------------------------------------------------------------------------

Paul J. Ireland           1997   130,000       15,000               --                --          Nil          Nil          Nil
Vice President, Finance   1996   115,000       56,500               --           150,000          Nil          Nil          Nil
                          1995   106,000       52,500 (2)           --                --          Nil          Nil          Nil
------------------------------------------------------------------------------------------------------------------------------------

Gary A. Cohoon            1997   108,333(5)        --               --                --          Nil          Nil      108,333(5)
Vice President,           1996   115,000       31,500               --           100,000          Nil          Nil          Nil
Exploration               1995   106,000(6)     2,100               --           150,000          Nil          Nil          Nil
====================================================================================================================================
</TABLE>


Notes:

(1)      Of the $70,000 bonus paid to Mr. Kachmar, $15,000 was paid in cash,
         $27,500 was paid through the issuance of 50,000 Common Shares issued
         net of tax.

(2)      Of the $170,000 bonus paid to Mr. Kachmar, $40,000 was paid in cash and
         the balance paid through the issuance of 50,000 Common Shares issued
         net of income tax. Of the $52,500 bonuses paid to each of Ms.
         MacGillivray and Mr. Ireland, $20,000 was paid in cash and the balance
         through the issuance of 12,500 Common Shares issued net of income tax.

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

(4)      Represents director's fees.

(5)      Salary includes compensation to October 31, 1997. Other compensation
         reflects amounts paid or payable in respect of the resignation of the
         Named Executive Officer.

(6)      Includes compensation in all capacities for the full year. Mr. Cohoon
         became an executive officer on November 13, 1995.



                                        8
<PAGE>   10
         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 1997 and the number and the unrealized value of
exercisable and unexercisable stock options held by Named Executive Officers at
December 31, 1997.

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

<TABLE>
<CAPTION>
=================================================================================================================================
                                 Securities,       Aggregate          Unexercised
                                  Acquired           Value         Options/SARs at                  Value of Unexercised in-
                                 on Exercise       Realized           FY-End (#)                  the-Money Options/SARs at FY-
            Name                     (#)              ($)     Exercisable/Unexercisable         End ($) Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>        <C>                               <C>
John O. Kachmar                      Nil              Nil       1,175,000(1)/175,000                         NIL/NIL
President and CEO
---------------------------------------------------------------------------------------------------------------------------------

Lorna D. MacGillivray                Nil              Nil             325,000/75,000                         NIL/NIL
Vice President, Secretary
and General Counsel
---------------------------------------------------------------------------------------------------------------------------------

Paul J. Ireland                      Nil              Nil             225,000/75,000                         NIL/NIL
Vice President, Finance
---------------------------------------------------------------------------------------------------------------------------------

Gary A Cohoon                        Nil              Nil             237,500/87,500                         NIL/NIL
Vice President,
Exploration
=================================================================================================================================
</TABLE>

Note:

(1)      Includes options granted under the Directors' Stock Option Plan to
         acquire 100,000 Common Shares exercisable at $0.57 share, 200,000
         Common Shares at $1.10 per share and 100,000 Common Shares at $1.48 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.

                                        9
<PAGE>   11
         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 1997 no options were granted under the Share Option Plan to
Named Executive Officers and options to purchase 450,000 Common Shares were
granted to employees who are not Named Executive Officers. These options are
exercisable at $0.89 to $0.94 per share and are exercisable as to 25%
immediately, with a further 25% becoming exercisable cumulatively on each of the
first, second and third anniversary dates and are accompanied by SARs. All of
the options were granted for a term of five years.

         As at December 31, 1997, a total of 3,450,000 Common Shares were
issuable upon exercise of options under the Plan including 1,975,000 Common
Shares issuable upon exercise of options held by the four Named Executive
Officers. Such options are exercisable at exercise prices ranging from $0.57 to
$1.48 per share. These options expire between August 17, 1998 and August 15,
2001.

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 1997, 10,828
Common Shares were issued to Lorna D. MacGillivray in respect of which Campbell
contributed $2,875 and 12,239 Common Shares were issued to Gary A. Cohoon in
respect of which Campbell contributed $3,250 and 137,168 Common Shares were
issued to employees who are not Named Executive Officers in respect of which
Campbell contributed $42,389 pursuant to the Share Purchase Plan.

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

                                       10
<PAGE>   12
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
1997, 50,000 Common Shares were issued to a Named Executive Officer 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 1997, 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 vest after two years. Early retirement
is permitted after age 55, subject to reductions. The Pension Plan also provides
that certain members may be designated as "Class A" non-contributory members.
Head office and certain senior employees have been designated as "Class A"
non-contributory members.

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



                                       11
<PAGE>   13
                               PENSION PLAN TABLE

<TABLE>
<CAPTION>
======================================================================================================================

                                                              Years of Service
                     -------------------------------------------------------------------------------------------------

Remuneration              15                     20                     25                    30                    35
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                   <C>                   <C>                   <C>
 $100,000            $30,000                $40,000               $ 50,000              $ 60,000              $ 70,000
----------------------------------------------------------------------------------------------------------------------

  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
======================================================================================================================
</TABLE>

         Three Named Executive Officers participate in the Pension Plan. Mr.
Kachmar had 7 years of credited services, Ms. MacGillivray had 4.4 years of
credited service and Mr. Ireland had 1 year of credited service under the
Pension Plan at December 31, 1997. No other Named Executive Officer participates
in the Plan.

                              EMPLOYMENT CONTRACTS

         On August 1, 1993, the Corporation entered into an employment agreement
with Mr. Kachmar as President and Chief Executive Officer. The agreement
stipulates, among other things, a base salary of $285,000 per annum effective
January 1, 1997. On December 1, 1994, Mr. Kachmar's agreement was amended to
provide that in the event that Mr. Kachmar's employment is terminated, he will
be entitled to be paid up to thirty-six months' salary and benefits. In the
event of a change of control, as defined, Mr. Kachmar will be entitled to resign
within six months thereof and be paid thirty-six months' salary and benefits.
The amendment also provides that in the event of resignation or termination,
options held by Mr. Kachmar will immediately become fully exercisable. Such
options will expire ninety days after resignation or termination.

         On August 1, 1993, 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. On December 1, 1994, Ms. MacGillivray's agreement was
amended to provide 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 amendment 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.

         On October 1, 1994, the Corporation entered into an employment
agreement with Mr. Paul J. Ireland as Vice President, Finance. The agreement
stipulated a base salary of $130,000 effective January 1, 1997. On December 10,
1996, Mr. Ireland's agreement was amended to provide that in the event that his
employment is terminated, he will be entitled to be paid up to twenty-four
months' salary and benefits.

                                       12
<PAGE>   14
In the event of a change of control, as defined, Mr. Ireland will be entitled to
resign within six months thereof and be paid twenty-four months' salary and
benefits. The amendment also provides that in the event of resignation or
termination, options held by Mr. Ireland 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

                                       13
<PAGE>   15
         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.

                        REPORT ON EXECUTIVE COMPENSATION

         In August, 1997, the Compensation Committee reviewed the long term
incentive arrangements of the Corporation. The level of outstanding stock
options under the Employee Incentive Plan was discussed. The Committee
considered the recommendation of the Chief Executive Officer that only a limited
number of new options be granted to three senior employees who are not Named
Executive Officers. In approving the grant of options, the Committee took into
account the number, terms and pricing of previously outstanding options.
Consideration was also given to the employee's level of responsibility and
potential contribution to the Corporation's achieving its long-term goals.

         The Committee also considered and determined not to grant additional
options to directors under the Directors' Stock Option Plan at its August
meeting.

         Base salary and annual incentive compensation of senior executives were
reviewed by the Committee on December 10, 1997. Corporate performance relative
to 1997 objectives was reviewed. The Committee also reviewed the compensation
arrangements of a peer group of five Canadian based gold producers of similar
size and circumstance.

         During this review, the Committee considered the appropriate balance
between the three components of executive compensation: base salary, annual
incentive compensation and long-term incentives. Based on the recommendations of
John O. Kachmar, the Corporation's Chief Executive Officer, base salaries were
maintained at the existing level and annual incentive awards were reduced to
reflect the difficult circumstances facing the Corporation at sustained lower
gold prices. Cash compensation of executive officers was maintained in the lower
half of the peer group levels. In addition, the Committee determined that
further incentive awards, based on specific criteria to be determined by the
Chairman of the Committee in consultation with the Chief Executive Officer,
could be considered in the future when the Corporation's growth objectives are
met.

CHIEF EXECUTIVE OFFICER COMPENSATION

         In considering compensation of the Chief Executive Officer, the
Committee reviewed the Chief Executive Officer's performance in establishing and
pursuing a strategic direction for the Corporation; building and maintaining a
sound management team; providing leadership and implementing a course of

                                       14
<PAGE>   16
action to achieve the Corporation's goals and objectives, taking the necessary
actions to ensure that the Corporation is profitable and pursuing all growth
opportunities.

         The Chief Executive Officer's contribution in ensuring that all growth
opportunities are pursued was the most important factor in the grant of the
annual incentive award as set out in the Summary Compensation Table. The Chief
Executive Officer's compensation package was compared to the peer group levels
as discussed above. Both Mr. Kachmar's base salary and annual incentive are in
the lower half of the peer group levels. Mr. Kachmar's base salary, which was
increased in December, 1996 effective at the beginning of 1997 was maintained.
The level of his annual incentive award was decreased to reflect the difficult
conditions facing the Corporation with sustained lower gold prices.


March 20, 1998                               COMPENSATION COMMITTEE
                                             James D. Beatty
                                             James C. McCartney, Q.C.
                                             G. E. "Kurt" Pralle


                      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, 1992 and ending December 31, 1997.


       COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* BETWEEN CAMPBELL
RESOURCES INC. AND THE TSE 300 INDEX AND THE TSE GOLD AND PRECIOUS METALS INDEX

<TABLE>
<CAPTION>

                     Dec. 31,  Dec. 31,  Dec. 31,  Dec. 31,  Dec. 31,  Dec 31,
                      1992      1993      1994      1995      1996      1997
                     -------   -------   -------   -------   -------   -------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>

CCH Stock              100     231.58    202.63    347.37    328.95    139.47

TSE 300 Composite      100     132.55    132.31    151.54    194.49    223.62

Gold and Precious
Metals                 100     205.40    185.33    202.80    221.38    125.85

</TABLE>



*$100 INVESTED ON 12/31/92 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
 DIVIDENDS.

                                       15
<PAGE>   17
                             APPOINTMENT OF AUDITORS
                        (ITEM NO. 3 OF NOTICE OF MEETING)

         UNLESS SUCH AUTHORIZATION IS WITHHELD, THE PERSONS NAMED IN THE
ENCLOSED FORM OF PROXY INTEND TO VOTE AT THE MEETING FOR THE RE-APPOINTMENT OF
KPMG, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION TO HOLD OFFICE UNTIL
THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION. Representatives of KPMG are expected to be present at
the Meeting and will have the opportunity to make statements if they so desire
and will be available to respond to appropriate questions.

                 OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

         Management does not know of any matters to be presented to the Meeting
other than those specifically set forth in the Notice of Annual Meeting of
Shareholders. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING AND ARE
SUBMITTED TO A VOTE, ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE PERSONS NAMED THEREIN.

                            PROPOSALS BY SHAREHOLDERS

         Pursuant to the Canada Business Corporations Act (the "Act"),
resolutions intended to be presented by shareholders for action at the 1999
Annual Meeting must comply with the provisions of the Act and be deposited at
the Corporation's head office not later than January 24, 1999 in order to be
included in the Proxy Circular and form of proxy relating to such Meeting.

                             SOLICITATION OF PROXIES

         The Corporation will bear the cost of this proxy solicitation. The
Corporation will reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to beneficial owners of Common Shares and requesting authority to
execute proxies. In addition to the use of the mails, proxies may be solicited
by telephone or facsimile and in person, by the directors, officers and regular
employees of the Corporation, none of whom will receive any extra compensation
therefor. In addition, the Corporation has retained D.F. King & Co. Inc. to
assist in the solicitation of proxies for a fee of US$2,500 plus reimbursement
of reasonable out-of-pocket expenses.

                                  MISCELLANEOUS

         The Corporation files with the United States Securities and Exchange
Commission an annual report on Form 10-K containing certain information with
respect to the Corporation and its business and properties, including financial
statements and related schedules. A copy of this Form 10-K will be filed with
Canadian securities commissions in lieu of an Annual Information Form. Upon the
written request

                                       16
<PAGE>   18
of any beneficial owner of the Corporation's Common Shares, the Corporation will
mail to such owner, without charge, a copy of its Form 10-K for the fiscal year
ended December 31, 1997. Requests for copies of the Form 10-K should be
addressed to:

                           Manager, Investor Relations
                             Campbell Resources Inc.
                      120 Adelaide Street West, Suite 1910
                        Toronto, Ontario, Canada M5H 1T1


                              APPROVAL BY DIRECTORS

         The Board of Directors of the Corporation has approved the contents of
this Proxy Circular and has approved its being sent to shareholders.

                                   By Order of the Board of Directors





                                   Lorna D. MacGillivray
                                   Vice President, Secretary and General Counsel
Dated:  March 20, 1998



                                       17
<PAGE>   19
                                  FORM OF PROXY
                             CAMPBELL RESOURCES INC.

     THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT AND THE BOARD OF DIRECTORS
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 19,
1998.

     The undersigned shareholder of CAMPBELL RESOURCES INC. (the "Corporation")
hereby nominates, constitutes and appoints James C. McCartney or, failing him,
John O. Kachmar, or failing him, Lorna D. MacGillivray, or, instead of any of
them __________________________________________________________ lawful attorney
and proxy of the undersigned, with full power of substitution to vote in respect
of all common shares held by the undersigned at the above noted meeting or any
and all adjournments thereof in the following manner:

1.       FOR [  ]  WITHHOLD FROM VOTING [  ] in respect of the election of the
         directors.

2.       FOR [  ] WITHHOLD FROM VOTING [  ] in respect of the appointment of
         KPMG as auditors for the coming year and authorizing the directors to
         fix remuneration.

3.       Upon such other matters (none known at the time of solicitation of this
         proxy) as may properly be brought before the Meeting or any and all
         adjournments thereof.

     The shares represented by this proxy will be voted as directed by the
shareholder. IF NO DIRECTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES AS DIRECTORS, AND FOR THE APPOINTMENT OF KPMG AS
AUDITORS. THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS
OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND ANY OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.

     YOU HAVE THE RIGHT TO APPOINT ANY PERSON (WHO NEED NOT BE A SHAREHOLDER) TO
ATTEND AND ACT ON YOUR BEHALF AT THE MEETING. IF YOU DESIRE TO EXERCISE SUCH
RIGHT, STRIKE OUT THE NAMES OF THE BOARD'S NOMINEES AND INSERT THE NAME OF SUCH
OTHER PERSON IN THE BLANK SPACE PROVIDED.

     The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
and the Proxy Circular.

         Dated this               day of                      , 1998.


         ---------------------------------------------------------
                          Signature of Holder

     This form of proxy must be dated and signed exactly as your name appears
herein. When signing in a fiduciary or representative capacity, please give full
title as such. In the case of joint shareholders, each must sign. Proxies from a
corporation must be signed under corporate seal by an officer thereof, or by an
attorney thereof duly authorized in writing.

     If this proxy is not dated in the space above, it will be deemed to bear
the date on which it is mailed by management.