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

                                    FORM 10-K

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 1996


[  ]           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)

                                     Canada
                         (Jurisdiction of Incorporation)

                                 Not Applicable
                      (I.R.S. Employer Identification No.)

                 120 Adelaide Street West, Suite 1910, Toronto,
                                Ontario M5H 1T1
                    (Address of principal executive offices)

                                 (416) 366-5201
               (Registrant's telephone number including area code)

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

     Title of Each Class              Name of each Exchange on which Registered
     Common Shares                          New York Stock Exchange
     Common Share Purchase Warrants         New York Stock Exchange

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X. No  .
                                      ---   ---

At March 14, 1997, the registrant had outstanding 150,357,876 common shares,
without nominal or par value, the only class of registrant's stock outstanding,
and the aggregate market value of the voting stock held by non-affiliates at
such date was $172,911,557 (Canadian).

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 the 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]
<PAGE>   2
                       DOCUMENTS INCORPORATED BY REFERENCE


Certain portions of registrant's Proxy Circular relating to an Annual Meeting of
Shareholders scheduled to be held on April 24, 1997 are incorporated by
reference into Part III of this report and certain portions of the 1996 Annual
Report to shareholders are incorporated herein by reference into Parts I, II,
and IV of this report. These portions of such Proxy Circular and Annual Report
are filed as exhibits to this Form 10K.
<PAGE>   3
                             CAMPBELL RESOURCES INC.

                                      Index
                         Annual Report on Form 10-K for
                          Year Ended December 31, 1996
                                                                         Page
                                      PART I

Items 1. and 2.   Business and Properties..................................2

Item 3.           Legal Proceedings.......................................21

Item 4.           Submission of Matters to a Vote of
                  Security Holders........................................22

                                      PART II

Item 5.           Market for Registrant's Common Equity
                  and Related Stockholder Matters.........................22

Item 6.           Selected Financial Data.................................22

Item 7.           Management's Discussion and Analysis
                  of Financial Condition and Results of Operations........23

Item 8.           Financial Statements and Supplementary
                  Data....................................................23

Item 9.           Changes in and Disagreements with
                  Accountants on Accounting and
                  Financial Disclosure....................................23

                                      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...................................26

Item 13.          Certain Relationships and Related Transactions..........27

                                      PART IV

Item 14.          Exhibits, Financial Statement Schedules,
                  and Reports on Form 8-K.................................27
<PAGE>   4
                         CURRENCY AND METRIC EQUIVALENTS

         Unless otherwise indicated, all dollar amounts herein are expressed in
Canadian dollars. Amounts expressed in United States dollars are preceded by the
symbol "US$". The following table sets forth, for each of the years indicated,
certain information concerning the exchange rate for translating Canadian
dollars into United States dollars based upon the noon buying rate in the City
of New York for cable transfers in Canadian dollars and certified for customs
purposes by the Federal Reserve Bank of New York.
<TABLE>
<CAPTION>
                              Rate at       Average
                           December 31       Rate (1)         High               Low
                           -----------       ----             ----               ---

<S>                          <C>            <C>               <C>               <C>
         1992                0.7865         0.8273            0.8757            0.7761
         1993                0.7544         0.7751            0.7954            0.7478
         1994                0.7129         0.7301            0.7632            0.7105
         1995                0.7323         0.7286            0.7431            0.7076
         1996                0.7301         0.7332            0.7513            0.7235
</TABLE>

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

         On March 14, 1997, the Noon Buying Rate for Cdn. $1.00 was US $0.7324.

         TONNAGES referred to in this document 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, or hectares, equal to
2.471 acres.

         As used throughout this report, the term "PROVEN (MEASURED) RESERVES"
means reserves for which (a) quantities are computed from dimensions revealed in
outcrops, trenches, workings or drill holes; (b) grade and/or quality are
computed from the results of detailed sampling and (c) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so
well defined that size, shape, depth, and mineral content of reserves are
well-established. The term "PROBABLE (INDICATED) RESERVES" means reserves for
which quantity and grade and/or quality are computed from information similar to
that used for proven (measured) reserves, but the sites for inspection, sampling
and measurement are farther apart or are otherwise less adequately spaced. The
degree of assurance, although lower than that for proven (measured) reserves, is
high enough to assume continuity between points of observation.
<PAGE>   5
                                     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") located in the
Chibougamau area of northwestern Quebec, the Santa Gertrudis gold mine (the
"Santa Gertrudis Mine") located in the State of Sonora, Mexico and the Cerro
Quema gold property (the "Cerro Quema Property") located in the southern Azuero
Peninsula in the Los Santos province of Panama. Segmented financial information
with respect to the Corporation's domestic and foreign operations is set out in
Note 12 to the Corporation's financial statements for the year ended December
31, 1996. This information is included under Item 14.

         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, approximately 350 miles north of Montreal, Quebec. The Joe Mann
Mine was brought into production by Campbell in 1987.

         In July 1994, the Corporation directly and through its subsidiary,
Sotula Gold Corp., acquired all of the shares of three Mexican companies which
held the Santa Gertrudis Mine from Phelps Dodge Corporation for $11.1 million
net of cash acquired. The Santa Gertrudis Mine is an open pit heap leach gold
mine located near the town of Magdalena, Mexico, approximately 150 miles south
of Tucson, Arizona. The Santa Gertrudis Mine was brought into production in 1991
by its previous owner. The Corporation also conducts an active exploration
programme for precious metals in the State of Sonora, where the Corporation has
maintained an exploration office since 1970. The Corporation holds its interests
in Mexico through its wholly-owned subsidiary, Oro de Sotula, S.A. de C.V.
("Sotula"). Sotula was formed in September 1994 through the merger of the
Corporation's four wholly-owned Mexican subsidiaries..

         On March 4, 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. Such shares were purchased from Cyprus Exploration and
Development Corporation, a Delaware corporation ("Cyprus"), of Englewood,
Colorado, for a price of US$8,372,000 cash, pursuant to the exercise by the
Corporation of a right of first refusal which the Corporation had acquired from
Compania de Exploracion Mineral, S.A.("CEMSA"), a private Panamanian
corporation. At the time of such acquisition, Minera was a wholly-owned
subsidiary of Cyprus.

                                        2
<PAGE>   6
         Cyprus originally acquired an 80% interest in the Cerro Quema Property
through a combination of work commitment expenditures and option payments under
a 1990 option to joint venture agreement with CEMSA. In 1994, Cyprus increased
its interest to 100%, with CEMSA retaining a 3.5% net smelter return royalty
(the "Royalty") and a right of first refusal on the sale of the Cerro Quema
Property by Cyprus.

         In December 1995, Cyprus notified CEMSA that it had received an offer,
which it considered acceptable, which offer triggered the right of first
refusal. The Corporation acquired CEMSA's right of first refusal for aggregate
consideration of US$500,000 cash and 1,460,000 Common Shares of the Corporation
(the "Common Shares") payable as set forth below.

         CEMSA also agreed to reduce its Royalty from 3.5% to 2% of net smelter
returns with respect to that portion of its Royalty relating to precious metals
produced from the Cerro Quema Property. In consideration for this reduction, the
Corporation has issued a further 1,040,000 Common Shares to CEMSA as described
below.

         On March 4, 1996, the Corporation completed its acquisition of Minera
from Cyprus. On completion of this acquisition, the Corporation paid US$250,000
cash and issued 730,000 Common Shares to CEMSA. In addition, private placement
warrants were issued to CEMSA which warrants were exercisable by CEMSA to
acquire 1,770,000 Common Shares without further consideration at the time of
approval of a positive feasibility study by the Corporation's Board.

         In November 1996, a positive feasibility study was completed and
presented to the Board of Directors on the basis of which approval was given to
proceed with pre-production development including road construction and
preparation of construction tender documents. Following completion of some
additional test work and receipt of required permitting and exploitation
concessions, final approval for the project was given on February 20, 1997.

         Subsequent to this approval the Corporation paid to CEMSA the remaining
US$250,000 cash and, upon exercise of private placement warrants, issued to
CEMSA the 730,000 Common Shares for the right of first refusal and 1,040,000
Common Shares in consideration of the royalty reduction.

         The Corporation continues to have, as one of its primary business
objectives, the acquisition of additional sources of gold production through the
acquisition of producing mines or semi-developed properties, preferably low cost
heap leach operations. It is evaluating a number of such investment
opportunities in Latin America.

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

                                        3
<PAGE>   7
         Factors which allow producers to remain competitive in the market over
the long-term are the quality (grade) 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 506 persons as of
December 31, 1996, of which 353 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. See
"Employees" on pages 10 and 14.

         During 1996 and 1995, there were no material strikes or walkouts at the
Joe Mann Mine. On September 14, 1996, the collective bargaining unit at the Joe
Mann Mine, represented by Le Syndicat des Travailleurs-euses de la Mine Meston
("CSN"), consisting of 184 employees, 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. On February 8, 1996, a three year
contract was approved by the Metallurgistes Unis d'Amerique covering 29 workers
at the Camchib Mill, under which the salary was maintained at current levels for
the first year with levels for the second and third years to be increased at the
same rate as was agreed to with CSN.

         In April 1996, the Corporation concluded an agreement with the National
Union of Miners, Metallurgists and Similar Workers of the Mexican Republic,
which represents the 151 hourly employees at the Santa Gertrudis Mine, for a
two-year term, which provides for a 22% increase in wages during the first year
of the agreement with a wage re-opener  after the first year.

                                        4
<PAGE>   8
INTERCORPORATE RELATIONSHIPS

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




                                                   CAMPBELL RESOURCES INC.
                                                            (Canada)




                                                                   100%
                                                        SOTULA GOLD CORP.
                                                            (Canada)



<TABLE>
           100%                                                        100%                             100%
<S>                                                       <C>                             <C>
    MESTON RESOURCES INC.                                 ORO DE SOTULA, S.A. de C.V.      MINERA CERRO QUEMA, S.A.
          (Quebec)                                                    (Mexico)                      (Panama)
        Joe Mann Mine                                        Santa Gertrudis Mine         Cerro Quema Gold Property
   Chibougamau Exploration                                 Exploration Properties
         Properties
        Camchib Mill
</TABLE>



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 and corporate
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

                                        5
<PAGE>   9
implemented an exploration programme and aided in the financing of this
programme with the objective of determining the commercial viability of the
project.

         The mine was dewatered in early 1985 and in June of that year, an
underground exploration programme began. The exploration programme resulted in
the discovery of 800,000 tons of ore reserves and prompted the decision to
re-start production. Commercial production began on April 2, 1987 with proven
and probable mineable reserves of 910,000 tons grading 0.22 ounces of gold per
ton at December 31, 1986. During 1987, Campbell also increased its ownership in
the mine to 100%. The mine has been in continuous production since 1987. 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.

         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 page 16, SOQUEM pays the annual fees and incurs the expenditures
necessary to keep the applicable mining claims in good standing.

         LOCATION AND ACCESS

         The Joe Mann Mine is located approximately 40 miles south of
Chibougamau, Quebec which is approximately 350 miles north of Montreal. The
property consists of mining concessions covering 90 hectares, a mining lease
covering 14.8 hectares and 25 mining claims covering approximately 400
hectares. In addition, Meston holds 197 mining claims covering approximately
3,150 hectares outside of the Joe Mann Mine area.

         The property is accessed from Chibougamau by road. Highway 167 leads to
the gravel mine access road, which is approximately 12 miles in length and is
serviced by Meston.

         GEOLOGY

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

                                        6
<PAGE>   10
         Two principal veins account for approximately 70% of the known reserves
and 100% of the current production. The Main Vein is located north of the No. 1
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 41% of the reserves. The
South Vein accounts for 29% 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. Exploration results indicate that the ore zones continue and are open
at depth. In September 1996, a $14.5 million project was approved to deepen the
No. 2 production shaft by 1,100 feet to facilitate the opening of six new
production levels. For further discussion of the shaft deepening project, see
"Mine Exploration and Development" below.

         MINEABLE RESERVES

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

         The following table summarizes diluted mineable reserves estimated by
management:

                        PROVEN AND PROBABLE MINEABLE RESERVES
<TABLE>
<CAPTION>

                  December 31, 1996                December 31, 1995               December 31, 1994

                               Grade                              Grade                         Grade
                 Tons          (oz/ton)           Tons           (oz/ton)         Tons         (oz/ton)
<S>            <C>             <C>              <C>               <C>          <C>              <C>
Proven         515,522         0.277            664,000           0.264          736,539        0.273
Probable       211,869         0.245            210,840           0.295          310,656        0.262
               -------         -----            -------           -----          -------        -----
Total          727,391         0.268            874,840           0.272        1,047,195        0.27
               =======         =====            =======           =====        =========        ====
</TABLE>

         Total diluted proven and probable mineable reserves at the Joe Mann
Mine decreased by 147,449 tons from 874,840 tons at December 31, 1995 to 727,391
tons at December 31, 1996. This decrease reflects the development of known
reserves above the 2350 foot level, the deepest level currently accessible from
the No. 2 production shaft. After taking into account production during 1996 of
265,600 tons grading 0.290 ounces per ton, total diluted proven and probable
mineable reserves increased on a net basis during this period by 118,151 tons.
Access to the mineralization below the 2350 foot level will be achieved on
completion of the deepening of the No. 2 production shaft which is expected to
be completed by mid 1998.

         MINE EXPLORATION AND DEVELOPMENT

         Extensive lateral mine development and underground diamond drilling
were carried out during the last two years. In 1996, 19,300 feet of lateral
development and 192,300 feet of diamond drilling were completed at a cost of
approximately $5,750,000. This compares to 24,500 feet of lateral development
and 204,000 feet of diamond drilling completed during 1995 at a cost of
$5,900,000. As a consequence of the programme, continuity of strong gold
mineralization has been confirmed to a depth of 3,700 feet, 1,350 feet below the
current deepest production level of

                                        7

<PAGE>   11
the mine and mineralization remains open at depth. To date, widths are
consistent with and grades are somewhat higher than those encountered in the
currently mined areas.

         Total development and diamond drilling expenditures in 1997 are
projected at $4,600,000 which will fund 13,300 feet of lateral development and
106,500 feet of diamond drilling. These activities will concentrate on
exploration of the West Zone and the main orebody above the 2350 foot level of
the mine.

         A 1,100 foot deepening of the No. 2 production shaft, that will
facilitate the opening of six new production levels to a depth of 3,780 feet,
was approved in September, 1996. The capital costs of the shaft deepening will
be approximately $14.5 million. The shaft deepening commenced in December 1996
and is expected to be completed by mid 1998. The No. 2 production shaft is
constructed to permit future deepening without interruption of production.

         WEST ZONE EXPLORATION POTENTIAL

         Currently, most of the mining at the Joe Mann Mine is carried out to
the east of the No. 2 production shaft. Exploration drilling from surface in
1994, testing the area west of the shaft, discovered significant gold
mineralization. The proximity of this zone to the existing shaft, combined with
the excess hoisting and milling capacity of the operation, make this an
attractive target that could favourably impact both production levels and unit
cost at the Joe Mann Mine.

         In April 1995, a $1.35 million underground exploration programme was
approved to investigate the West Zone. The programme commenced in June, 1995. An
exploration drift along the 1650 foot level encountered gold mineralization
1,820 feet west of the No. 2 production shaft. A 455 foot interval along the
drift averaged 0.27 ounces of gold per ton across a 6.0 foot width. The zone was
tested both above and below the drift by 197 short drill holes totalling 43,000
feet. To test the depth potential of the West Zone, 18 deep holes were drilled
from the 1650 foot level exploration drift. These holes encountered a number of
ore grade gold mineralization down to depths of 3,600 feet and also confirmed
that the West Zone approaches the shaft at depth. This underground exploration
has confirmed that the West Zone has a strong similarity in grade and width to
the main producing ore body. In 1997, a second exploration drift is being
driven, along the 1825 foot level, 2,200 feet west of the No. 2 production shaft
from which 35,000 feet of drilling is planned. Based on the geology and results
to date, management believes that there is good potential for a new economic
orebody in this area.

         MINING

         Mining is predominantly carried out using the shrinkage stope mining
method and currently all stope production comes from above the 2350 foot level.
In 1996, 73% of the ore came from the shrinkage stopes, 13% from longhole
stoping and 14% from development. .

         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 foot
levels. The production capacity of the No. 2 shaft system is estimated to be
2,000 tons per day assuming 12 hours of

                                        8
<PAGE>   12
hoisting per day.  The No. 1 shaft is now inactive, but is maintained to provide
standby support for the operation.

         Mining operations in the stopes utilize jackleg drills and high
explosives to break the rock. Ore is loaded into five-ton ore cars at stope
draw-points and trammed by electric locomotives to an ore pass. Mucked ore is
passed through a rock breaker then hoisted to the surface. All production and
development ore is hoisted from the No. 2 productiob shaft to the surface. The
equipment used in the mining operations is regularly maintained and is in good
working order.

         The following table sets out production from the Joe Mann Mine for the
past three years:
<TABLE>
<CAPTION>
                                                              JOE MANN MINE
                                                            PRODUCTION SUMMARY
                                                           Year ended December 31
                                      --------------------------------------------------------------
                                         1996                          1995                  1994
                                         ----                          ----                  ----
<S>                                     <C>                          <C>                   <C>
Tons Milled                              265,600                      282,000               290,000
Gold Grade (oz./ton)                       0.290                        0.252                 0.233
Copper Grade (%)                           0.302                        0.291                 0.232
Gold Produced (ounces)                    70,400                       64,500                61,100
Copper Produced (000's lbs)                1,473                        1,494                 1,200
Operating Costs (1) (US$ per oz.        $    272                     $    284              $    299
of gold)
</TABLE>

(1)      Operating costs include smelting and refining charges, net of copper
         and silver by-product credits.


         MILLING

         Ore from the Joe Mann Mine is transported approximately 40 miles by
truck to the Corporation's Camchib Mill for processing. The Camchib Mill was
commissioned in 1955 and is regularly maintained.

         During 1996, the gold recovery rate at the Camchib Mill which processed
ore from the Joe Mann Mine was 93.2% and the copper recovery rate was 96.3%
compared to 92.7% and 95.7% respectively in 1995. These higher recovery rates
reflect the continuing success of mill improvements made in late 1994. 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.


                                        9
<PAGE>   13
         EMPLOYEES

         At the Joe Mann Mine, 260 persons were employed as of December 31, 1996
of whom 202 were covered by collective bargaining agreements with Le Syndicat
des Travailleurs-euses de la Mine Meston (CSN) with respect to the mine workers
and with Les Metallurgistes Unis d'Amerique (the United Steelworkers of America)
with respect to mill workers.

         During 1996 and 1995, there were no material strikes or walkouts at the
Joe Mann Mine. On September 14, 1996, the collective bargaining unit at the Joe
Mann Mine, represented by CSN, consisting of 174 employees, 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. On
February 8, 1996, a three year contract was approved by the Metallurgistes Unis
d'Amerique covering 28 workers at the Camchib Mill, under which the salary was
maintained at current levels for the first year with levels for the second and
third years to be increased at the same rate as was agreed to with CSN.

         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 Cdn$500 per ounce increasing to 3.6% at gold prices of Cdn$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 1 million ounces
per year. For the year end December 31, 1996, $781,000 was paid to Repadre under
this agreement compared to $702,000 paid for the year ended December 31, 1995.

THE SANTA GERTRUDIS MINE

         HISTORY

         The previous owner of the Santa Gertrudis Mine, Phelps Dodge
Corporation, through its Mexican exploration subsidiary, began to explore the
Santa Gertrudis district in 1984. The district was recognized to have potential
for sediment-hosted gold in fine-grained chemiclastic rocks similar to the gold
deposits of the Carlin trend in Nevada. By April 1986, the first deposit was
discovered and as exploration continued, an additional eight deposits were
discovered soon thereafter. A preliminary feasibility study was completed in
1987 and the final feasibility study completed in October 1988. In 1989,
Compania Minera Santa Gertrudis was formed for the purpose of holding the
concessions where deposits had been identified and for the eventual mining of
the deposits. The decision to begin production was made in 1989 and facility
construction started in May 1990.

         The first shipment of gold precipitate from the initial 2,000 metric
tonne of ore per day heap leach facility was made in June 1991. The initial
capital investment was US$28.4 million including pre-operating costs of US$5.9
million. In 1992, an expansion was completed increasing mine production to 3,000
metric tonnes of ore per day.

                                       10
<PAGE>   14
         LOCATION, ACCESS AND INFRASTRUCTURE

         The Santa Gertrudis Mine is located mid-way between Tucson, Arizona and
Hermosillo, Sonora, Mexico, 80 miles south of the United States-Mexico border.
The property is accessible by road which is paved except for the last 20 miles.
The town of Magdalena is located about an hour drive from the site. The Santa
Gertrudis Mine consists of a series of open pits, a heap leach facility, a
processing plant and associated facilities. In September, 1995, the Santa
Gertrudis property was expanded by 27.4 square miles to encompass a total land
position of approximately 75 square miles. Approximately half of the new
property was acquired through staking with the other half acquired through
option agreements that allow the Corporation to earn a 100% interest through
staged payments aggregating a maximum of US $1,000,000 over a five year period.
During 1996, an additional 12 square miles were added to the land position
through staking.

         At the Santa Gertrudis mine, the Corporation's subsidiary Sotula holds
both exploration and exploitation concessions. In 1996, to maintain these
concessions, Sotula was required either to carry out exploration work or have
production amounting to approximately $31.00 per hectare and annual fees were
required to be paid. Exploration work and production significantly in excess of
the required $600,000 were carried out and an aggregate of $50,000 was paid for
taxes on the approximate 22,000 hectare property. The Corporation's planned
exploration programmes exceed estimated work requirements in the foreseeable
future.

         The mine site includes a diesel power plant, four-bay maintenance shop,
warehouse, modern office and telecommunications network, medical building,
recovery plant, kitchen, recreational building and residential quarters for
employees.

         GEOLOGY

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

                                       11
<PAGE>   15
         MINEABLE RESERVES

         The following table summarizes mineable reserves estimated by
management:
<TABLE>
<CAPTION>
                                         SANTA GERTRUDIS MINEABLE RESERVES


                    December 31, 1996            December 31, 1995          December 31, 1994
                                 Grade                        Grade                        Grade
                   Tonnes       g/tonne         Tonnes       g/tonne       Tonnes        g/tonnes
                   ------       -------         ------       -------       ------        --------
<S>              <C>             <C>          <C>             <C>        <C>               <C>
Proven           1,287,000       1.87         1,008,000       2.28         861,000         2.21
Probable           291,000       1.46           297,000       1.85         168,000         1.86
                   -------       ----           -------       ----        --------         ----
Total            1,578,000       1.79         1,305,000       2.18       1,029,000         2.15
                 =========       ====         =========       ====       =========         ====
</TABLE>

      Production during 1996 was approximately 965,000 tonnes grading 2.06 grams
per tonne. Approximately 1,238,000 tonnes of additional proven and probable
reserves grading approximately 1.59 grams per tonne were added to ore reserves.
This resulted in an overall increase in proven and probable reserves of 273,000
tonnes net of production during the period.

      Since the acquisition of the Santa Gertrudis Mine in July, 1994, based on
the ore placed on the leach pads and the gold recovered, a recovery rate of
approximately 72% has been experienced and is expected to continue.

OPERATIONS

      Mining is on a continuous, round-the-clock basis with hydraulic shovels,
front-end loaders, drills and a fleet of twelve 50-tonne haulage trucks. Two
85-tonne haulage trucks were acquired in 1996 to allow more efficient and lower
cost stripping of new deposits. The average mining rate is approximately 32,000
tonnes per day of which approximately 3,000 tonnes is ore representing a strip
ratio of 9.8:1. The ore is oxidized and processing utilizes conventional heap
leach technology. Approximately 70% of the ore is crushed to minus two inches
before delivery to the leach pads and the remaining 30%, representing fines, is
amenable to direct delivery to the leach pads. Sodium cyanide solutions are
dripped over the ore piles on the leach pads and the gold-enriched solutions
are collected in solution ponds. Extraction of the gold from the gold-enriched
leach solutions is accomplished by pumping the solutions through a series of
carbon columns. The gold is adsorbed onto the carbon that is subsequently
transported to the plant for stripping using a hot caustic solution. Zinc dust
is added to the gold-laden strip solution to facilitate precipitation of the
gold. A filter system collects the gold-rich zinc precipitate which is then
dried. The zinc precipitate containing 75 to 90% gold and approximately 5%
silver is shipped for final refining.

      During 1996, gold production at Santa Gertrudis was predominantly from the
Dora, Maribel, Katman and El Toro pits. All producing pits are within four
kilometres of the crusher and leach pads. In 1997, the majority of gold
production will be from the Dora, Katman and El Toro deposits with the new La
Truena deposit commencing production late in the year. The La Truena deposit is
located approximately seven kilometres from the crusher and leach pads. Road

                                       12
<PAGE>   16
construction is expected to cost approximately US$250,000 and is expected to
commence in the second quarter of 1997.

      In 1995, feasibility and condemnation work was completed for a Phase IV
leach pad to be constructed to the east of the existing Phase I pad. The Phase
IV leach pad will provide an additional 2.0 million tonne capacity at a cost of
approximately US$500,000. Construction of the Phase IV leach pad is expected to
be completed by May 1, 1997.

      The following table sets out production from the Santa Gertrudis Mine for
the past three years:

<TABLE>
<CAPTION>
                              SANTA GERTRUDIS MINE
                               PRODUCTION SUMMARY

                                             Year ended December 31
--------------------------------------------------------------------------------
                                    1996                1995             1994
                                    ----                ----             ----
<S>                                <C>                <C>               <C>
Dry Tonnes leached                 965,000            1,135,000         928,085
Gold Grade (g/tonne)                  2.06                 2.17            1.98
Gold Recovery (%)                     72.5                 72.0            70.5
Gold Produced (ounces)              54,400               55,600          41,570
Cash Operating Costs (1)              $227                 $205            $301
(US$ per ounce of gold)
</TABLE>

(1)   Operating costs include mining, plant, administration and transportation
      costs.

Cash operating costs per ounce of gold for 1996 were US$227 compared to US$205
for 1995. This higher cost is primarily attributable to the higher waste to ore
strip ratio in 1996.

      EXPLORATION

      The identification of additional ore reserves is a priority at Santa
Gertrudis. A team of ten exploration geologists continued a comprehensive
exploration programme that began in late 1994. Reconnaissance mapping,
prospecting, detailed geological mapping, sampling, drilling and trenching are
being systematically applied across the property. In 1996, the exploration
programme proved successful in identifying new gold occurrences, new prospective
areas and approximately 1,238,000 tonnes of mineable reserves grading 1.59 grams
of gold per tonne. These 1,238,000 tonnes are included in the table captioned
"Santa Gertrudis Mineable Reserves" on page 12.

In 1996, approximately $5.0 million was spent on exploration and reserve
definition on the Santa Gertrudis property. A total of 16,000 metres of drilling
in 153 holes tested for extensions to existing deposits and completed reserve
definition work in the main mine area. Of an additional 210 drill holes
totalling 23,000 metres, approximately 30% tested exploration targets in the
main mine area and the remaining 70% tested 18 exploration targets in other
parts of the property.

                                       13
<PAGE>   17
Exploration in 1996 met with success in two key areas, La Truena and Greta. The
La Truena deposit was discovered by prospecting at the end of 1995 and a 7,000
metre drill program subsequently identified a 50,000 ounce gold reserve. La
Truena consists of three subparallel zones that have been traced a minimum of
450 metres along strike. The gold zones remain open in several directions.
Additional exploration drilling is a priority for 1997 on extensions of these
zones and on a number of nearby alteration zones.

The Greta area, covering about six square miles, is located 4.5 miles southeast
of the current mining operations. Numerous gold showings with values as high as
70 grams of gold per tonne have been identified by mapping and follow-up
trenching. In 1996, 39 drill holes totalling 4,300 metres tested 8 individual
targets in this area. Of several significant drill intersections, the best
include 7.43 grams per tonne over 10.3 metres, 4.68 grams per tonne over 18.0
metres and 9.47 grams per tonne over 4.5 metres. The gold mineralization is
associated with jasperoid lenses which are characteristic of Carlin-type gold
deposits. Follow-up work is planned for several targets in this area in 1997.

The identification of additional ore deposits remains a priority at Santa
Gertrudis. In 1997, with a budget of $4.3 million, the exploration program will
include mapping, geochemistry, prospecting, trenching and drilling as well as
the integration of airborne geophysical and remote sensing data.

      EMPLOYEES

      The Santa Gertrudis Mine employed 232 persons at December 31, 1996 of whom
151 were covered by a collective bargaining agreement. In April 1996, the
Corporation concluded an agreement with the National Union of Miners,
Metallurgists and Similar Workers of the Mexican Republic ("Union") for a two
year term with the Union representing the employees covered by such agreement
which provides for a 22% increase in wages during the first year of the
agreement with a wage re-opener after the first year.

THE CERRO QUEMA PROPERTY

      HISTORY

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

      LOCATION, ACCESS AND INFRASTRUCTURE

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

      At the Cerro Quema Property, the Corporation's subsidiary, Minera Cerro
Quema held exploration concessions covering approximately 20,000 hectares which
comprise the Cerro Quema

                                       14
<PAGE>   18
Property. These exploration concessions were converted to three extraction
concessions in February, 1997. Pre-extraction activities, which must commence
within one year of the date of the extraction concession, commenced in December,
1996. Under Panamanian mining law, a 2% net smelter return royalty is payable on
production. In addition, an annual surface tax of approximately US$1.00 per
hectare is also payable.

      GEOLOGY

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

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

      MINEABLE RESERVES

      In preparing a positive feasibility, the Corporation, in conjunction with
its consultants, has carried out a detailed review of the data produced by
Cyprus on the property and has completed some confirmation drilling and test
work. It is believed that Cyprus spent approximately US$8.5 million on work on
the property, including 17,000 metres of reverse circulation drilling and 4,500
metres of diamond drilling. The following table sets out the probable mineable
reserves as estimated by the Corporation in the feasibility study.

                                                                       Grade
                                                                       -----
                                    Tonnes                             g/tonne
                                    ------                             -------
                   Probable         8.8 million tonnes                 1.16

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

      MINE FEASIBILITY AND DEVELOPMENT

      In November, 1996, a positive feasibility study was completed and
presented to the Board of Directors on the basis of which approval was given to
proceed with pre-production development including road construction and
preparation of construction tender documents. Following completion of some
additional test work and receipt of required permitting and exploitation
concessions, final approval for the project was given on February 20, 1997.

                                       15
<PAGE>   19
      The positive feasibility study estimates the capital costs to develop an
open pit heap leach mine capable of producing 50,000 ounces of gold annually at
US$32.8 million which includes provisions for contingencies. The capital costs
will be funded from available cash and through debt financing, if necessary.
Based on existing reserves the feasibility study indicates an estimated minimum
mine life of six years.

      Construction and upgrading of the access road commenced in mid-November
and was completed in late February, 1997. During the 1997 dry season, which
extends from December to April, main construction activities will include the La
Pava haul road, earthmoving and levelling of the general plant site area, and
initial construction of leach pad pond stability dams and the camp
infrastructure. Pre-production mining will commence towards the end of the third
quarter of 1997. When production commences, the Cerro Quema Mine will have
approximately 170 employees.

EXPLORATION POTENTIAL

      A large portion of the 75 square mile property has only been covered by
reconnaissance exploration, usually including stream sediment sampling and rock
sampling on exposed ridges. More extensive road access that has been built
within the past year will allow for exploration of a number of existing
prospective exploration targets. An exploration program is expected to be
initiated in mid-1998, once access and infrastructure is in place.

MINERAL EXPLORATION PROPERTIES

      The Corporation has interests in precious and base metal properties in the
Chibougamau region of northwestern Quebec, in the State of Sonora, Mexico and in
the State of Nevada.

      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 may expend up to
$7 million towards exploration programmes on the Meston and Chibougamau
properties. During 1995, these agreements were amended to extend their term and
increase the expenditures. Under the revised terms, SOQUEM can earn a 50%
interest in the 197 claim Meston property (excluding the Joe Mann Mine), in
exchange for spending $4.2 million (increased from $4 million) by January 6,
1999 (originally June 1, 1997). SOQUEM can also earn a 50% interest in the
Chibougamau properties, which comprises 396 claims and three mining concessions,
by spending $3.15 million (increased from $3 million) by January 6, 1998
(originally June 1, 1997). 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,

                                       16
<PAGE>   20
the defaulting party will have its interest diluted. If either party's interest
is diluted to 15% or lower, such party's interest will automatically revert to a
3% net smelter return.

      From the inception of the programme to December 31, 1996, SOQUEM has spent
approximately $2,205,000 million on the Meston property and $2,136,000 million
on the Chibougamau properties. The Company is not responsible for sharing
expenditures with respect to the referenced properties.

      During 1996, SOQUEM continued surface exploration on both properties
consisting of geological mapping, geophysical surveying, stripping and trenching
including approximately 19,000 feet of diamond drilling in 22 holes on the
Meston property and 15,000 feet of diamond drilling in 12 holes on the
Chibougamau properties.

      MEXICAN EXPLORATION PROPERTIES

      In addition to the Santa Gertrudis Mine, Sotula currently holds eight
exploration properties covering approximately 3,500 hectares as well as 2,000
hectares under option in Sonora State. During 1996, approximately $600,000 was
expended on these gold properties and evaluation of acquisition prospects.
Approximately $400,000 is budgeted for exploration outside of the Santa
Gertrudis property in 1997.

      WILDCAT PROPERTY

      In January, 1995, Campbell acquired the Wildcat advanced exploration gold
property located in Nevada from Lac Minerals (USA), Inc. for US$300,000. This
property is located 80 miles northeast of Reno, Nevada. This area will require
further drilling to determine whether the project could be economic.
Near-surface higher grade oxide material would be amenable to low cost open pit
heap leach mining. The Corporation's interest in the Wildcat property consists
of 315 mining claims held directly and under lease agreements. Annual federal
and county rental/maintenance fees amounted to US$33,000 in 1996. There are no
work assessment requirements. Advance royalty payments of US$29,000 per year are
payable pursuant to lease agreements. In November, 1996, Campbell entered into
an option to purchase agreement with Sagebrush Exploration Inc. pursuant to
which Sagebrush may acquire the Wildcat property until November, 1997 for
US$650,000.

CAMPBELL FINANCINGS

      On February 8, 1996, the Corporation entered into an underwriting
agreement with First Marathon Securities Limited, Nesbitt Burns Inc. and CIBC
Wood Gundy Securities Inc. (the "Underwriters") pursuant to which the
Corporation sold 18,000,000 Units, each Unit consisting of one Common Share and
one-half of a Common Share Purchase Warrant (a "Warrant"). Each whole Warrant
entitles the holder to purchase one Common Share for US$1.50 on or before
February 26, 1999. The Corporation received approximately US$21,150,000 from the
Underwriters net of underwriting fees and before deducting other expenses of
sale, from the sale of such securities. The 18,000,000 Common Shares and
9,000,000 Warrants were registered under the Securities Act of 1933 (the "Act"),
on a Registration Statement on Form F-10 (Registration No. 333-770). Reference
is made to the Prospectus, dated February 9, 1996,

                                       17
<PAGE>   21
contained in said Registration Statement for a description of the details of
such offering and to the Warrant Indenture, referred to in such Registration
Statement for the terms of the Warrants. The Corporation has separately
registered under the Act the 9,000,000 Common Shares issuable upon the exercise
of the Warrants pursuant to a Registration Statement on Form F-3 (Registration
No.333-1882) which was declared effective on July 25, 1996.

      In July, 1994, concurrent with the acquisition of Santa Gertrudis, the
Corporation entered into an underwriting agreement with First Marathon
Securities Limited pursuant to which the Corporation sold US$11,005,000
aggregate principal amount of 7 1/2% Convertible Subordinated Debentures
(Unsecured) (the "7 1/2% Debentures"). The 7 1/2% Debentures will mature on July
21, 2004, the tenth anniversary of their date of issue. The 7 1/2% Debentures
are convertible at the option of the holder into Common Shares at any time prior
to maturity at a conversion price of US$0.50 per Common Share. The 7 1/2%
Debentures are redeemable for cash at any time after the fifth anniversary of
the date of issue and, at the Corporation's option, may be redeemed in Common
Shares on the basis of one Common Share for each US$0.50 of 7 1/2% Debenture
principal being redeemed. The right of the Corporation to redeem the 7 1/2%
Debentures for cash or Common Shares is conditional on the average price of the
Common Shares exceeding US$0.50 during a period of 20 consecutive days prior to
redemption. The Corporation may, at its option, repay the 7 1/2% Debentures at
maturity by issuing Common Shares of the Corporation at the conversion price of
US$0.50 per Common Share. At December 31, 1996, debenture holders had converted
US$5,414,000 of debenture principal into 10,828,000 Common Shares. Debentures in
the amount of US$5,591,000 remain outstanding as of March 14, 1997.

MESTON DEBENTURES AND PREFERENCE SHARES

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

ENVIRONMENTAL MATTERS

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

                                       18
<PAGE>   22
respect to such plan. The Corporation filed a preliminary rehabilitation and
restoration plan on March 9, 1996, and will file 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
Corporation estimates that these annual amounts will range from $95,000 in the
first year to $658,000 in the fourth year. The Corporation currently accrues for
the estimated site restoration costs at the Joe Mann Mine over the estimated
life of the mine. At the Joe Mann Mine, the total cost of completing the work
contemplated under the rehabilitation plan filed on March 9, 1996 is estimated
at $1,500,000. This work is to be completed over a four year period 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, general guidelines indicate that
total reclamation costs could be approximately $2 million. This estimated cost
will be more than exceeded by the salvage value of plant and equipment. The
Corporation currently accrues for the estimated site restoration costs at the
Santa Gertrudis Mine over the estimated life of the mine.

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

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

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.

      The Cerro Quema Property is a low grade open pit heap leach project
located in a region of steep topography which experiences seasonally heavy
rainfall. While the rainfall has been taken into account in preparing the
feasibility study, and the Corporation believes that its impact on the project
can be managed; there can be no assurance that excessive rainfall will not have
an unforeseen negative impact on the construction schedule, operating
conditions, recovery rates or environmental compliance.

                                       19
<PAGE>   23
      While the feasibility study for the Cerro Quema project was carefully
prepared by experienced engineers and advisors, no assurance can be given that
the Cerro Quema Project will be completed as contemplated in the feasibility
study for the estimated costs or within the estimated time schedule. Also no
assurance can be given that the intended production schedule or estimated
operating costs can be achieved. While appropriate testing has been carried out
by the Corporation and its independent mining experts, there can be no assurance
that recovery rates achieved in small scale laboratory tests will be achieved
under onsite conditions or in production scale leaching.

      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, the demand for gold, global or regional political, economic and banking
crises and production rates in major gold producing regions. The demand for and
supply of gold also affect gold prices but not in the same manner as those of
the vast majority of other commodities. The aggregate effect of these factors is
impossible to predict.

      If the Corporation's realization on gold sales were to decrease
significantly and remain at such a level for any substantial period, the
Corporation could determine that it is not economically feasible to continue
commercial production. The operating costs per ounce of gold produced from the
Corporation's operations are set forth under "Business and Properties" on pages
9 and 13 herein.

      The figures for ore reserves presented herein are estimates and no
assurance can be given that the anticipated tonnages and grades will be achieved
or the indicated level of recovery realized. As well, lead times required for
pit preparation and development in open pit mining operations can affect
production schedules. Gold price fluctuations may render ore reserves containing
relatively lower grades of gold mineralization uneconomic. Moreover, short-term
operating factors relating to the ore reserves, such as the need for orderly
development of ore bodies or the processing of new or different ore grades, may
cause the Corporation to be unprofitable in any particular accounting period.

      The Corporation carries insurance to protect against certain risks in such
amounts as it considers adequate. Risks not insured against include
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.

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

                                       20
<PAGE>   24
      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.

      RISKS OF FOREIGN OPERATIONS

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

      The Corporation believes the present attitude of the Mexican government
toward foreign investment and the mining industry is favourable. However, in
view of recent political and economic events in Mexico, including political
assassinations, currency devaluation, inflation and domestic banking failures,
investors should consider the risks associated with projects in Mexico.

      Over the last few years, Panama has modified its laws relating to mining
and the taxation of mining operations to stimulate foreign and local investment
in the mining sector. These include provisions that permit the duty-free
importation of all equipment, spare parts and materials required for mining
operations and the duty-free export of all minerals produced. There is an income
tax rebate for income from any mine commencing production before February, 1998
equal to 20% of the tax that would otherwise be payable and which results in an
effective tax rate of approximately 28% (subject to a further 6% withholding tax
on dividends paid from Panama). The Corporation views these legislative changes
as reflecting an increasingly supportive regulatory climate for mining
investment in Panama.

ITEM 3.  LEGAL PROCEEDINGS

      In 1994, Sotula received income tax reassessments claiming payment of
income taxes relating to income earned in 1988 and 1989. At December 31, 1995,
the total amount claimed, including interest, penalties and inflationary
adjustments was approximately Mexican pesos 5,100,000. The Corporation believed
that these reassessments were improperly issued and the subsidiary appealed the
reassessments. In connection with the appeal, the Corporation pledged Mexican
pesos 5,200,000 (Canadian $920,000), which amount was included in cash and
short-term deposits at December 31, 1995, to secure a bond posted with the tax
authorities as security for the potential liability of the reassessments. During
1996, Sotula was successful in its appeal of these reassessments and the
security was released.

      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

                                       21
<PAGE>   25
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 has appealed the assessments on March 5, 1997 before the Local Tax
Legal Administration for Revenues in Nogales, Sonora.

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

      During the fourth quarter, no matters were submitted to the shareholders
for approval through the solicitation of proxies or otherwise.

                                     PART II

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

MARKET PRICE RANGES FOR COMMON SHARES

      Information relating to the market prices for the Common Shares appears on
page 32 of the 1996 Annual Report to Shareholders which information is
incorporated herein by reference and is filed as Exhibit 13.1 to this document.
On March 14, 1997 the closing price of the Common Shares on The Toronto Stock
Exchange was $1.15 and on the New York Stock Exchange was US $0.875 as reported
by the Globe and Mail.

SHAREHOLDERS

      As of March 14, 1997, Campbell had 13,298 common shareholders of record.

DIVIDEND RECORD AND POLICY

      The Corporation has not paid a dividend on its common shares since 1984.
The Corporation's policy is to retain earnings to finance future growth.
Dividends on the common shares paid to non residents of Canada will generally be
subject to withholding tax under the Income Tax Act (Canada) at the rate of 25%.
Such rate may be subject to reduction under the provisions of a tax treaty
between Canada and the country in which the recipient is resident. The
Canada-U.S. Income Tax Convention (1980) provides for a general reduction in the
rate of withholding tax to 15% on dividends paid on shares of a corporation
resident in Canada (such as the Corporation) to a resident of the United States,
and also provides for a further reduction to 10% 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, which
figure is reduced to 6% for dividends paid in 1996 and 5% for dividends paid
after 1996.


ITEM 6.  SELECTED FINANCIAL DATA

      Information relating to this item appears on page 31 of the 1996 Annual
Report to Shareholders which is incorporated herein by reference and is filed as
Exhibit 13.1 to this document.

                                       22
<PAGE>   26
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

      Information relating to this item appears on pages 15 and through 19 of
the 1996 Annual Report to Shareholders which information is incorporated herein
by reference and is filed as Exhibit 13.1 to this document.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Information relating to this item appears on pages 20 through 31 of the
1996 Annual Report to Shareholders which information is incorporated herein by
reference and is filed as Exhibit 13.1 to this document.

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

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


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Certain information relating to the Directors of Campbell is set out in
the Election of Directors section of the Proxy Circular in connection with the
1997 Annual Meeting of Shareholders scheduled for April 24, 1997 which is
incorporated herein by reference and is filed as Exhibit 20.1 to this document.

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,
1992, is set out below:
<TABLE>
                                           Years in        Other Position and                  Age
                                           --------        ------------------                  ---
Name                   Office              Office          Business Experience
----                   ------              ------          -------------------
<S>                    <C>                    <C>          <C>                                 <C>
John O. Kachmar        President and          6            Certified Management                60
                       Chief Executive                     Accountant. Prior to August
                       Officer of the                      1993, President of Northgate
                       Corporation                         Exploration Limited; prior to
                                                           May 1992, Executive Vice
                                                           President of Northgate
                                                           Exploration Limited; Toronto,
                                                           Ontario, mining companies

</TABLE>

                                       23
<PAGE>   27
<TABLE>

<S>                    <C>                    <C>          <C>                                 <C>
Lorna D.               Vice President,        9            Lawyer. Vice President,             45
MacGillivray           Secretary and                       Secretary and General Counsel
                       General Counsel                     of the Corporation; prior to
                                                           August 1993, Vice President
                                                           and Secretary of the
                                                           Corporation, Northgate
                                                           Exploration Limited, and
                                                           Sonora Gold Corp., Toronto,
                                                           Ontario, mining companies.

Paul J. Ireland        Vice President,        2            Chartered Accountant.  Prior        39
                       Finance                             to September 1994, Manager
                                                           of Special Projects, Polaris
                                                           Realty (Canada)Limited,
                                                           Toronto, Ontario, real estate
                                                           company; prior to August
                                                           1992, Senior Manager KPMG
                                                           Peat Marwick Thorne,
                                                           Toronto, Ontario, independent
                                                           audit firm.

Gary A. Cohoon         Vice President,        1            Geologist. Prior to November        48
                       Exploration                         1995, General Manager,
                                                           Exploration and Development
                                                           of the Corporation; prior to
                                                           December 1993, independent
                                                           geological consultant.
</TABLE>

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

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

ITEM 11.  EXECUTIVE COMPENSATION

      Information required under this item not set out below is set out in the
Proxy Circular in connection with the 1997 Annual Meeting of Shareholders which
is incorporated herein by reference and is filed as Exhibit 20.1 to this
document.

Fiscal Year-End Option/SAR Values

      The table below sets forth the fiscal year-end value of unexercised
options and stock appreciation rights (SARs) for each of the executive officers
named in the Summary Compensation Table set out in the Proxy Circular in
connection with the 1997 Annual Meeting of Shareholders.

                                       24
<PAGE>   28
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                                     Individual Grants                                      Potential Realizable Value At
                                                                                            Assumed Annual Rates of
                                                                                            Stock Price Appreciation for
                                                                                            Option Term
                          Number of        Percent of        Exercise or
                          Securities       Total             Base Price
                          Underlying       Options/SARs        ($/Sh)
                          Option/SARs      Granted To            (d)        Expiration
                          Granted (#)      Employees In                        Date
                                (b)        Fiscal Year                         (e)
Name  (a)                                         (c)                                          5% ($)            10% ($)
                                                                                                 (f)               (g)
<S>                       <C>              <C>               <C>            <C>             <C>               <C>
John O. Kachmar           350,000(1,2)     19%               $1.48          15/08/2001      $140,000          $315,000
President & CEO

Lorna D.                  150,000 (1)      8%                $1.48          15/08/2001      $60,000           $135,000
MacGillivray
V. P., Secretary &
General Counsel

Paul J. Ireland           150,000 (1)      8%                $1.48          15/08/2001      $60,000           $135,000
V. P., Finance

Gary A. Cohoon            100,000 (1)      5%                $1.48          15/08/2001      $40,000           $90,000
V. P., Exploration
</TABLE>

NOTES:

(1)   These options were granted on August 14, 1996 and are for a term for 5
      years. The options are exercisable as to 25% immediately with 25% becoming
      exercisable cumulatively on each of the first, second and third
      anniversary date of the grant.

(2)   Excludes options to acquire 100,000 Common Shares granted during 1996
      under the Directors' Stock Option Plan.

(3)   The exercise price represents the average of the closing prices of the
      Corporation's Common Shares on The Toronto Stock Exchange during the five
      days prior to the date of grant.

Performance Graph

      The line graph set forth below provides a comparison of the registrant's
cumulative shareholder return on its Common Shares against the cumulative total
shareholder return of the TSE 300 Stock Index and The TSE Gold and Precious
Metals Index . Such shareholder return is the sum of the dividends paid and the
change in the price of stock, and assumes $100 invested on December 31, 1991 in
the registrant's Common Shares, the TSE 300 Stock Index and the TSE Gold &
Precious Metals Index.

                                       25
<PAGE>   29
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
         BETWEEN CAMPBELL RESOURCES INC., THE TSE 300 INDEX AND GOLD AND
                              PRECIOUS METALS INDEX

                                [GRAPH]


<TABLE>
<CAPTION>

                            Dec 31,       Dec 31,     Dec 31,     Dec 31,     Dec 31,     Dec 31,
                             1991          1992        1993        1994        1995        1996
                           ---------     ---------   ---------   ---------   ---------   ----------
<S>                        <C>            <C>         <C>         <C>         <C>         <C>
CCH Stock Price             100            82.61       191.3       167.39      286.96       271.74
TSE 300 Composite           100            98.57       130.65      130.42      149.37       191.71
Gold and Silver             100           107.61       221.02      199.43      218.23       238.22

</TABLE>

 *$100 INVESTED ON 12/31/91 IN STOCK OF INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS.  FISCAL YEAR ENDING DECEMBER 31.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.

      Information required under this item not set out below is set out in the
Proxy Circular, in connection with the 1997 Annual Meeting of Shareholders which
is incorporated herein by reference and is filed as Exhibit 20.1 to this
document.

      The following table lists the number of shares of Common Shares
beneficially owned by each executive officer listed in the table under the
caption "Executive Compensation". The percentage ownership calculation for each
owner has been made on the basis that there are outstanding 150,357,876 Common
Shares.

      Name                          Number of Shares       % of Class
      ----                          ----------------       ----------
John O. Kachmar                        125,000 (1)             < 1%
Lorna D. MacGillivray                   56,051 (2)             < 1%
Paul J. Ireland                         16,638 (3)             < 1%
Gary A. Cohoon                          14,854 (4)             < 1%
Four executive officers
as a group                             212,543 (5)             < 1%

(1)   Excludes 1,350,000 Common Shares subject to option, of which 1,037,500 are
      currently exercisable or exercisable within the next 60 days.
(2)   Excludes 400,000 Common Shares subject to option, of which 237,500 are
      currently exercisable or exercisable within the next 60 days.
(3)   Excludes 300,000 Common Shares subject to option of which 150,000 are
      currently exercisable or exercisable within the next 60 days.
(4)   Excludes 325,000 Common Shares subject to option of which 137,500 are
      currently exercisable or exercisable within the next 60 days.

                                       26
<PAGE>   30
(5)   Excludes 2,375,000 Common Shares subject to option of which 1,562,500 are
      currently exercisable or exercisable within the next 60 days.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


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

                                     PART IV

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

    (a)  Documents filed as part of this Report:

1.    FINANCIAL STATEMENTS

      Auditors' Report

      Consolidated Balance Sheets as at December 31, 1996 and 1995

      Consolidated Statements of Income -
      Years Ended December 31, 1996, 1995 and 1994

      Consolidated Statements of Retained Earnings (Deficit) -
      Years Ended December 31, 1996, 1995 and 1994

      Consolidated Statements of Cash Flows -
      Years Ended December 31, 1996, 1995 and 1994

      Notes to the Consolidated Financial Statements


2.    FINANCIAL STATEMENT SCHEDULES

(a)   None

(b)   REPORTS ON FORM 8-K

There were no reports on Form 8-K filed in the fourth quarter of 1996. During
the first quarter of 1997, the Corporation filed a Current Report on Form 8-K
dated February 21, 1997.

(c)   EXHIBITS

References to A refer 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.

                                       27
<PAGE>   31
References to B refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated
herein by reference.

References to C refer to documents previously filed as an exhibit to Campbell's
registration statement on Form S-8 (Registration No. 33-28296) and incorporated
herein by reference.

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

References to E refer to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated February 28, 1996 and incorporated herein by
reference.

References to F refer to documents previously filed as an exhibit to Campbell's
Current Report on Form 8-K dated March 28, 1996 and incorporated herein by
reference.

References to G refer to documents previously filed as an exhibit to Campbell's
Annual Report on Form 10-K for the year ended December 31, 1995 dated April 12,
1996 and incorporated herein by reference.

3                 Articles of Incorporation and By-Laws
                  -------------------------------------

3.1               Articles of Continuance dated September 7, 1982 (A)

3.2               Articles of Amendment dated November 1, 1982 (A)

3.3               Articles of Amendment dated April 15, 1983 (A)

3.4               Articles of Amendment dated June 8, 1983 (A)

3.5               Articles of Amendment dated September 13, 1983 (A)

3.6               Articles of Amendment dated January 31, 1984 (A)

3.7               Articles of Amendment dated November 8, 1984 (A)

3.8               Articles of Amendment constituted by special resolution of
                  shareholders dated November 7, 1984 (A)

3.9               Articles of Amendment dated September 11, 1985 (A)

3.10              Articles of Amendment dated December 2, 1987 (A)

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

3.12              Amendment of By-Law No. 1 (A)

4                 Instruments Defining the Rights of Security Holders Including
                  -------------------------------------------------------------
                  Indentures
                  ----------

                                       28
<PAGE>   32
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)

4.2               Warrant Indenture made as of February 21, 1996 between the
                  Corporation and Montreal Trust Company of Canada, as Warrant
                  Trustee, regarding the Common Share Purchase Warrants (E)

10                Management Contracts and Compensatory Plans and Arrangements
                  ------------------------------------------------------------

10.1              The Corporation's Employee Incentive Plan (C)

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

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

10.4              Amended Employment agreement dated December 10, 1996 between
                  the Corporation and Paul J. Ireland

10.5              Consulting agreement dated November 12, 1993 between the
                  Corporation and Francis S. O'Kelly (D)

10.6              Directors' Stock Option Plan (D)

Material Contracts
------------------

10.7              Royalty Agreement with Repadre Capital Corporation made as of
                  April 23, 1993 (D)

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

10.9              Bullion Dealing Master Agreement and Security Agreement
                  between the Corporation and Citibank dated February 24, 1995
                  regarding forward gold sales (B)

10.10             Asset Purchase Agreement dated January 27, 1995 between
                  Campbell Gold Exploration Inc. and Lac Minerals (USA), Inc.
                  regarding the Wildcat Property. (B)

10.11             Underwriting Agreement, dated February 8, 1996, between the
                  Corporation and First Marathon Securities Limited, Nesbitt
                  Burns Inc. and CIBC Wood Gundy Securities Inc. regarding the
                  public offering of common shares and common share purchase
                  warrants. (E)

                                       29
<PAGE>   33
10.12             Purchase and Sale Agreement dated March 4, 1996 between Cyprus
                  Exploration and Development Corporation, Campbell Resources
                  Inc. and Compania de Exploracion Mineral, S.A. (F)

13.1              Certain Portions of the Annual Report to the Shareholders for
                  the year ended December 31, 1996 contained on pages 15 to 32
                  inclusive.

20.1              Proxy Circular dated March 13, 1997 in connection with the
                  1997 Annual Meeting of Shareholders scheduled to be held on
                  April 24, 1997.

21.1              Significant subsidiaries.

23.1              Consent of KPMG.

27.1              Financial Data Schedule

                                       30
<PAGE>   34
                                   SIGNATURES

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

                                          CAMPBELL RESOURCES INC.



Dated: March 26, 1997                     By:/s/JOHN O. KACHMAR
                                          ---------------------
                                          John O. Kachmar
                                          President and Chief Executive Officer

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

<TABLE>
<CAPTION>

Signature                                      Title                                      Date
---------                                      -----                                      ----

<S>                                            <C>                                   <C>
 /s/ JOHN O. KACHMAR                           Principal Executive Officer           March 26, 1997
--------------------------------
John O. Kachmar, President and
Chief Executive Officer and Director

 /s/ PAUL J. IRELAND                           Principal Financial and               March 26, 1997
--------------------------------               Accounting Officer
Paul J. Ireland, Vice President,
Finance

 /s/ JAMES D. BEATTY                                                                 March 26, 1997
--------------------------------
James D. Beatty, Director

 /s/ GRAHAM G. CLOW                                                                  March 26, 1997
--------------------------------
Graham G. Clow, Director

 /s/ ROD P. DOUGLAS                                                                  March 26, 1997
--------------------------------
Rod P. Douglas, Director

 /s/ JAMES C. McCARTNEY                                                              March 26, 1997
--------------------------------
James C. McCartney, Q.C.
Chairman and Director

 /s/ DONALD R. MURPHY                                                                March 26, 1997
--------------------------------
Donald R. Murphy, Director

Francis S. O'Kelly                                                                   March 26, 1997
--------------------------------
Francis S. O'Kelly, Director

 /s/ G.E."KURT" PRALLE                                                               March 26, 1997
--------------------------------
G.E."Kurt" Pralle, Director

 /s/ JAMES D. RAYMOND                                                                March 26, 1997
--------------------------------
James D. Raymond, Director
</TABLE>

                                       31
<PAGE>   35
                             CAMPBELL RESOURCES INC.
                                 1996 FORM 10-K
                                  EXHIBIT INDEX

10.4        Amended Employment agreement dated December 1, 1996 between the
            Corporation and Paul J. Ireland (7 pages)

13.1        Certain portions of the 1996 Annual Report to Shareholders contained
            on pages 15-32 inclusive (19 pages)

20.1        Notice and Proxy Circular dated March 13, 1997 in connection with
            the 1996 Annual Meeting of Shareholders scheduled to be held on
            April 24, 1997 and Form of Proxy (20 pages)

21.1        Significant subsidiaries

23.1        Consent of KPMG

27.1        Financial Data Schedule