<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, 1998

[ ]           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                                    Not Applicable
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

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

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

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

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

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

At March 26, 1999, the registrant had outstanding 155,486,121 common shares,
without nominal or par value, the only class of registrant's stock outstanding.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates at such date was US$43,599,513(based on the closing price of
such common share of US$0.2813 on such date as reported on the New York Stock
Exchange, Inc. composite listings.)
<PAGE>   2
                       DOCUMENTS INCORPORATED BY REFERENCE


Certain portions of registrant's Proxy Circular relating to an Annual and
Special Meeting of Shareholders scheduled to be held on May 18, 1999 are
incorporated by reference into Part III of this report and certain portions of
the 1998 Annual Report to shareholders are incorporated herein by reference into
Parts I, II, and IV of this report. These portions of such Proxy Circular and
Annual Report are filed as exhibits to this Form 10-K.



<PAGE>   3
                             CAMPBELL RESOURCES INC.
                                      Index
                         Annual Report on Form 10-K for
                          Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                                      Page
                                                      PART I

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

Item 3.           Legal Proceedings.....................................................................22

Item 4.           Submission of Matters to a Vote of
                  Security Holders......................................................................23

                                                      PART II

Item 5.           Market for Registrant's Common Equity
                  and Related Stockholder Matters.......................................................23

Item 6.           Selected Financial Data...............................................................24

Item 7.           Management's Discussion and Analysis
                  of Financial Condition and Results of Operations......................................24

Item 7A.          Quantitative and Qualitative Disclosures about Market Risk............................24

Item 8.           Financial Statements and Supplementary
                  Data..................................................................................24

Item 9.           Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure..................................................................24

                                                     PART III

Item 10.          Directors and Executive Officers
                  of the Registrant.....................................................................24

Item 11.          Executive Compensation................................................................25

Item 12.          Security Ownership of Certain Beneficial
                  Owners and Management.................................................................26

Item 13.          Certain Relationships and Related Transactions........................................26

                                                      PART IV

Item 14.          Exhibits, Financial Statement Schedules,
                  and Reports on Form 8-K...............................................................26
</TABLE>


<PAGE>   4
                         CURRENCY AND METRIC EQUIVALENTS

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

<TABLE>
<CAPTION>
                            Rate at         Average
                           December 31       Rate (1)         High              Low
                           -----------       ----             ----              ---
<S>      <C>                 <C>            <C>               <C>               <C>   
         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
         1997                0.6999         0.7198            0.7487            0.6961
         1998                0.6447         0.6746            0.7105            0.6343
</TABLE>

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

         On March 26, 1999, the noon buying rate for Cdn. $1.00 was US$0.6607

         TONNAGES referred to in this report are to either short tons equal to
2,000 pounds, referred to herein as tons, or to metric tonnes, equal to 2,204.6
pounds and referred to herein as tonnes or metric tonnes. A reference herein to
OUNCES means a troy ounce which is equal to 31.103 grams. To convert grams per
tonne to ounces per ton, multiply grams per tonne by 0.029. DISTANCES are
referred to either as miles, equal to 1.6093 kilometres; feet, equal to 0.305
metres; kilometres, equal to 0.621 miles; or metres, equal to 3.28 feet. ACREAGE
is referred to as acres, which represents 0.4046 hectares; hectares, equal to
2.471 acres; or square miles equal to 640 acres or 258.99 hectares.

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

Cautionary "Safe Harbor" Statement Under the Private Securities Litigation
Reform Act of 1995.

This report contains certain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and is subject
to the safe-harbor created by such section. Such forward-looking statements
concern the Corporation's operations, economic performance and financial
condition. Such statements involve known and unknown risks, uncertainties and
other factors, including those identified under the "Risk Factors" section in
Item 1 and 2 and elsewhere in this report, that may


<PAGE>   5



cause the actual results, performance or achievements of the Corporation, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: differences between
estimated and actual ore reserves and recovery rates; failure of plant,
equipment or processes to operate in accordance with expectations and
specifications; changes to exploration, development and mining plans due to
prudent reaction of management to ongoing exploration results, engineering and
financial concerns; environmental costs; and fluctuations in gold price which
affect the profitability and ore reserves of the Corporation. These risks and
uncertainties are the normal risks involved in mining. Readers are cautioned not
to put undue reliance on forward-looking statements. See "Risk Factors", and
elsewhere in Item 1 and 2, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations in Item 7". The forward-looking
statements are made as of the date of this report, and the Corporation assumes
no obligation to update the forward-looking statements or to update the reasons
why actual results could differ from those projected in the forward-looking
statements.




<PAGE>   6
                                     PART I

ITEMS 1 AND 2 - BUSINESS AND PROPERTIES

GENERAL

         Campbell Resources Inc. ("Campbell" or the "Corporation") was
incorporated in June 1950 under the laws of British Columbia. On September 8,
1982, the Corporation was continued under the Canada Business Corporations Act
and on June 8, 1983, in connection with an amalgamation of three other
companies, the name of the Corporation was changed from GM Resources Limited to
Campbell Resources Inc.

         The Corporation is a gold mining and natural resource company whose
principal assets are the Joe Mann gold mine (the "Joe Mann Mine") located in the
Chibougamau area of northwestern Quebec, the Santa Gertrudis gold mine (the
"Santa Gertrudis Mine") located in the State of Sonora, Mexico and the Cerro
Quema gold property (the "Cerro Quema Property") located in the southern Azuero
Peninsula in the Los Santos province of Panama. Segmented financial information
with respect to the Corporation's domestic and foreign operations is set out in
Note 10 to the Corporation's consolidated financial statements for the year
ended December 31, 1998. Such financial statements are filed as a part of Item
14 of this report.

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

         In July 1994, the Corporation acquired the Santa Gertrudis Mine from
Phelps Dodge Corporation. The Santa Gertrudis Mine, an open pit heap leach gold
mine located near the town of Magdalena, Sonora, Mexico, approximately 150 miles
south of Tucson, Arizona, was brought into production in 1991 by its previous
owner. The Corporation holds its interests in Mexico through its wholly-owned
subsidiary, Oro de Sotula, S.A. de C.V. ("Sotula"). In December 1997, mining
operations were temporarily suspended due to low gold prices and insufficient
developed ore reserves. Leaching operations continued until the end of 1998.
Activities are now focussed on an exploration programme to identify additional
ore reserves sufficient to permit mining operations to resume at a rate that is
economic at the then prevailing gold price. There can be no assurance that gold
prices will rise to a level or that sufficient ore reserves will be discovered
and developed that will make it economic to resume mining operations.

         In March 1996, the Corporation acquired all of the shares of Minera
Cerro Quema, S.A., a Panamanian corporation ("Minera"), whose primary asset is
the Cerro Quema Property. In November 1996, a positive feasibility study, at an
assumed gold price of US$400 per ounce, was completed and presented to the Board
of Directors on the basis of which approval was given to proceed with
pre-production development including road construction and preparation of
construction tender documents. Following completion of some additional test work
and receipt of required permitting and exploitation concessions, final approval
for the project was given in February 1997. In December 1997, as a consequence
of sustained lower gold prices, the

                                        2
<PAGE>   7



Corporation decided to defer further development of Cerro Quema until the gold
price reaches a level that will ensure economic viability of the project. There
can be no assurance that such gold prices will be attained.

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

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

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

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

         Campbell and its wholly-owned subsidiaries employed approximately 300
persons as of December 31, 1998, of which 172 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 15.

         During 1998 and 1997, there were no material strikes or walkouts at the
Joe Mann Mine. In September 1996, the collective bargaining unit at the Joe Mann
Mine, represented by Le Syndicat des Travailleurs-euses de la Mine Meston
("CSN"), consisting of 145 employees, approved a collective bargaining agreement
covering a three year period. In February 1999, CSN agreed to a two year
extension of current agreements with a wage increase of $0.25 per hour and a
gold price participation formula. Also in February 1999, a three year contract,
on the same terms as to wage increase and gold price participation, was approved
by the Metallurgistes Unis d'Amerique covering 27 workers at the Camchib Mill.
See "Employees" on page 10.

         In December 1997, the Corporation concluded an agreement with the
National Union of Miners, Metallurgists and Similar Workers of the Mexican
Republic, which represented the 143 hourly employees at the Santa Gertrudis
Mine, with respect to the cessation of mining operations and termination of all
employees covered by the agreement.



                                        3

<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)











  SOTULA GOLD CORP.   100%               100%   MESTON RESOURCES INC.
         (Canada)                                   (Quebec)
                                                   Joe Mann Mine
                                        Chibougamau Exploration Properties


           100%                                        100%



ORO DE SOTULA, S.A. de C.V.                  MINERA CERRO QUEMA, S.A.
         (Mexico)                                    (Panama)        
   Santa Gertrudis Mine                        Cerro Quema Property  
  Exploration Properties                     


                                             
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.



                                       4
<PAGE>   9



         The original deposit was discovered in 1950. A three compartment
exploration shaft was sunk and some 859,000 tons of ore grading 0.176 oz/ton of
gold had been mined and milled until June 1975 when rising costs coupled with
poor recoveries prohibited further mining. Subsequently, Meston Lake acquired
the mine and the shaft was dewatered in 1980 before financial problems put a
halt to the operation.

         Campbell became involved in the Joe Mann property in 1983 when it
acquired a minority position in Meston Lake and entered into a management
agreement under which it designed and implemented an exploration programme and
aided in the financing of this programme with the objective of determining the
commercial viability of the project.

         The mine was dewatered in early 1985 and in June of that year, an
underground exploration programme began. The exploration programme resulted in
the discovery of 800,000 tons of ore reserves and prompted the decision to
re-start production. Commercial production began on April 2, 1987 with proven
and probable mineable reserves of 910,000 tons grading 0.22 ounces of gold per
ton at December 31, 1986. During 1987, Campbell also increased its ownership in
the mine to 100%. The mine has been in continuous production since 1987. During
1992, the No. 2 shaft was deepened to a depth of 2,676 feet. This deepening
project opened up four new levels between the 1825 and 2350 levels. To date, the
deposit has been mined along a 3,000 foot strike length to a depth of 2,350 feet
and remains open at depth. During 1997 and 1998, the No. 2 shaft was further
deepened by 1,081 feet to a depth of 3,757 feet to permit six new levels to be
mined. This project was completed in July 1998 at a cost of $13.1 million,
approximately $1.4 million less than budget. (See "Mine Exploration, Development
and New Long Term Mine Plan" on page 7).

         At the Joe Mann Mine, the Corporation's subsidiary Meston holds a
number of mining concessions and a mining lease along with 25 mining claims
surrounding the concessions. Under Quebec mining law, the Corporation's interest
in the mining concessions and lease is maintained in good standing by payment of
an annual rental fee of $25.00 per hectare or by the completion of $25.00 of
exploration and development work annually per hectare. As to mining claims, a
fee of $22.00 per claim must be paid and $500 of exploration work incurred every
two years. Exploration expenses may be carried forward to future years and may
be applied to claims within a 3.2 square kilometre block distance. Current work
credits will entitle the Corporation to retain currently held mining claims for
in excess of twenty years. Under the exploration agreements with SOQUEM
described under "Mineral Exploration Properties--Chibougamau Exploration
Properties" on pages 17 and 18, 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


                                       5
<PAGE>   10



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

         GEOLOGY

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

         Two principal veins account for approximately 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.

         Early exploration on the 2575 level, initiated in the fall of 1998,
encountered positive results approximately 1,000 feet east of the shaft and led
to the discovery of a new zone situated north of the Main Vein. The new zone
has, to date, been defined between the 2350 and 2575 levels. A crosscut driven
at 1100E to investigate results from three earlier holes drilled from the 2350
level intersected a zone of high-grade mineralization with a true width of 39.2
feet averaging 0.293 ounces gold per ton. Historically, mine widths at Joe Mann
have been approximately 6.0 feet. This new zone is situated approximately 200
feet north of the Main Vein. Drilling to test a 475 foot section of the zone
between 975E and 1450E and the 2350 and 2575 levels is ongoing. At present, it
is thought that the mineralization of the new zone is spatially and genetically
related to a large quartz-feldspar porphyry dyke. There are two limbs of
high-grade ore mineralization which occur at the northern and southern contacts
between the porphyry dyke and a sheared gabbro.

         MINEABLE RESERVES

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

         The following table summarizes diluted mineable reserves estimated by
management and calculated as at December 31, 1998 on the basis of a gold price
of US$325 per ounce, and as at December 31, 1997 and December 1996, on the basis
of gold prices of US$375 per ounce.


                                       6
<PAGE>   11



                     PROVEN AND PROBABLE MINEABLE RESERVES

<TABLE>
<CAPTION>
                            December 31, 1998           December 31, 1997                 December 31, 1996

                                         Grade                        Grade                                Grade
                           Tons         (oz/ton)        Tons         (oz/ton)           Tons              (oz/ton)
<S>                       <C>             <C>          <C>             <C>             <C>                  <C>  
Proven                    397,305         0.231        489,931         0.239           515,522              0.277
Probable                  119,285         0.224         63,486         0.232           211,869              0.245
                          -------         -----        -------         -----           -------              -----
Total                     516,590         0.229        553,417         0.238           727,391              0.268
                          =======         =====        =======         =====           =======              =====
</TABLE>



         The total estimated diluted proven and probable mineable reserves at
the Joe Mann Mine decreased by 36,827 tons from 553,417 tons at December 31,
1997 to 516,590 tons at December 31, 1998. After taking into account production
during 1998 of 299,000 tons grading 0.252 ounces per ton, the total diluted
proven and probable mineable reserves increased on a net basis during this
period by 262,173 tons. Reserves decreased during 1997 because access to the
mineralization below the 2350 level could only be achieved on completion of the
deepening of the No. 2 production shaft in July 1998. With this completion and
development of the six mining levels below the 2350 feet level, reserves should
return to historical levels.

         MINE EXPLORATION, DEVELOPMENT AND NEW LONG-TERM MINE PLAN

         In light of sustained lower gold prices some development and diamond
drilling expenditures originally scheduled for 1998 were deferred while analysis
was completed to prepare the new long term mine plan. As a result,17,361 feet of
lateral development and 101,438 feet of diamond drilling were completed in 1998
at an estimated cost of approximately $4,552,000 net of deferred revenue from
development ore compared to an original forecast of 24,915 feet of lateral
development and 72,000 feet of diamond drilling at an estimated cost of
$5,110,000. This compares to 18,513 feet of lateral development and 103,670 feet
of diamond drilling in 1997, completed at a net cost of approximately
$4,871,000. Continuity of gold mineralization has been confirmed to a depth of
3,700 feet, 1,350 feet below the current deepest production level of the mine
and mineralization remains open at depth. The 1998 programme concentrated on
production development. To date, both widths and grades are somewhat higher
than those encountered in the currently mined areas.                 

         The 1,081 foot deepening of the No. 2 production shaft to facilitate
the opening of six new production levels to a depth of 3,450 feet, commenced in
December, 1996, and was completed in July, 1998 at a cost of $13.1 million. The
No. 2 production shaft is constructed to permit future deepening without
interruption of production.

         Following the successful completion of the shaft deepening programme
Campbell considered various alternatives for the further development of the
mine. The new long-term plan calls for the immediate full development of all six
levels between the 2350 level, which is currently being mined, and the shaft
bottom at 3,700 feet. The Plan assumes gold prices of US$300 per ounce in 1999,
US$315 for 2000 and US$325 thereafter. The plan also assumes a


                                       7
<PAGE>   12



mill gold recovery rate of 93.8% and a US$/Cdn$ exchange rate of US$1 = Cnd$1.50
for 1999 and 2000 and 1.475 thereafter. The plan is expected to have
significant economic benefits for the Corporation including reduced cash
operating costs.           

         The long term mine plan envisages mining approximately 1.8 million tons
of ore at an average of 0.258 ounces gold per ton to produce more than 425,000
ounces of gold over the next 6 years. Additional increases in gold production
and lower cash operating costs are expected once the impact of the new zone,
discussed in detail below is taken into account. A key component of the plan
includes the adoption of a 7 day per week mining schedule as compared to the
current 5 day per week schedule and the elimination of the 2 week summer shut
down. The net effect will be to increase the number of days of mining from an
average of 237 days per year to 347 days per year. Due to excess mill capacity,
the mill will operate an average of 260 days per year.
                                                                               
         NEW ZONE

         Development on the 2575 level is continuing to determine the eastern
extent of mineralization of the new zone, discussed above under Geology on
page 6. In addition, crosscuts are also being driven on the 1100E and 1300E
sections of the 2575 level to enable drilling to test the new zone below the
2575 level.

         While the extent and grade of the new zone are not fully known, early
estimations indicate that the zone contains approximately 140,000 tons averaging
0.312 ounces per ton between the 2350 and 2575 levels. Mine management expects
to mine some of this mineralized material begining in the second half of 1999
using cut and fill methods. It is estimated that the new zone will contribute
approximately 8,000 ounces to gold production in 1999, increasing thereafter.
Lateral development is being carried out on the 2750, 2925 and 3100 levels and
it is expected that within two months the 2750 level will have advanced to the
projected depth of the new zone enabling further definition drilling of the
zone.

         WEST ZONE

         In addition to ore from the Main and South Veins, which are situated
east of the production shaft, the long term mine plan includes initial
production from the West Zone between the 1650 and 1825 levels of the mine.
Further exploration and development in the West Zone is contemplated above the
2350 level with an expected increase in reserves. Results from three raises
completed between the 1650 and 1500 levels indicate vertical continuity for at
least 80 feet.

         MINING

         Mining is predominantly carried out using the shrinkage stope mining
method and currently all stope production comes from above the 2350 level. In
1998, approximately 67% of the ore came from the shrinkage stopes, 19% from
longhole stoping, and 14% from development muck. The production capacity of the
No. 2 shaft system is estimated to be 2,000 tons per day assuming 12 hours of
hoisting per day. The No. 1 shaft services the mine to the 1650 level and is
currently


                                       8
<PAGE>   13



inactive, but is maintained to provide standby support for the operation. During
1999 the No. 1 shaft will be withdrawn from service.

         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 production shaft to the surface. The
equipment used in the mining operations is regularly maintained and is in good
working order.

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

                        JOE MANN MINE PRODUCTION SUMMARY

<TABLE>
<CAPTION>
                                                        Year ended December 31 
                                         -------------------------------------------------
                                         1998                   1997                  1996
                                         ----                   ----                  ----
<S>                                      <C>                    <C>                   <C>    
Tons Milled                              299,000                266,000               266,000
Gold Grade (oz./ton)                     0.252                  0.299                 0.290
Copper Grade (%)                         0.243                  0.280                 0.302
Gold Produced (ounces)                   70,100                 73,500                70,400
Copper Produced (000's lbs)              1,316                  1,367                 1,473
Cash Operating Costs (1) (US$            $257                   $264                  $272
per oz. of gold)
</TABLE>

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

         MILLING

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

         During 1998, the gold recovery rate at the Camchib Mill which processed
ore from the Joe Mann Mine was 94.3% and the copper recovery rate was 94.2%
compared to 93.9% and 96.3% respectively in 1997. The higher gold recovery rate,
despite lower grades, reflects continuing mill circuit improvements and
refinements to the process. 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


                                       9
<PAGE>   14



concentrate is shipped by rail to Noranda Inc.'s Horne Smelter in Rouyn/Noranda,
Quebec for smelting and refining.

         EMPLOYEES

         At the Joe Mann Mine, 228 persons were employed as of December 31, 1998
of whom 145 mine workers were covered by a collective bargaining agreement with
Le Syndicat des Travailleurs-euses de la Mine Meston (CSN) and 27 mill workers
were covered by a collective bargaining agreement with Les Metallurgistes Unis
d'Amerique (the United Steelworkers of America). During 1998 and 1997, there
were no material strikes or walkouts at the Joe Mann Mine.         

         In September 1996, the collective bargaining unit at the Joe Mann Mine,
represented by CSN, approved a collective bargaining agreement covering a three
year period with wage increases of 0.73% in the first year and 1.22% and in the
second and third years. The new long- term mine plan includes the adoption of a
7 day per week mining schedule as compared to the current 5 day per week
schedule and the elimination of the 2 week summer shut down. In February 1999,
CSN, the union representing the hourly mine workers, supported the
implementation of the new work schedule and agreed to a two year extension to
the current labour agreement. Also in February 1999, a new three year contract
was agreed to with Les Metallurgistes Unis d'Amerique (the United Steel Workers
of America), the union representing the hourly mill workers,  on the same terms 
regarding wages and gold price participation as were approved by the CSN. The
agreements provide for a general increase of $0.25 per hour for the mine and
mill workers amounting to an annual cost of $120,000. In addition, a gold price
participation formula has also been approved. For a gold price ranging between
$525 and $625 per ounce, the employees would share an additional $90,000 for
each $25 multiple in this range.

         NET SMELTER ROYALTY

         In May 1993, Meston sold a graduated net smelter return royalty to
Repadre Capital Corporation, a subsidiary of Dundee Bancorp Inc., for $3 million
cash. The royalty, based on production from the Joe Mann Mine, is 1.8% at gold
prices up to $512 per ounce increasing to 3.6% at gold prices of $625 per ounce
and greater. A 2% royalty is also payable on copper production in excess of 5
million pounds per year and silver production in excess of 1 million ounces per
year. For the year ended December 31, 1998, $548,000 was paid to Repadre under
this agreement compared to $593,000 paid for the year ended December 31, 1997.

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


                                       10
<PAGE>   15



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. See also page 2 for "History of Santa
Gertrudis".

         The first shipment of gold precipitate from the initial 2,000 metric
tonne of ore per day heap leach facility was made in June 1991. The initial
capital investment was US$28.4 million 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.

         LOCATION, ACCESS AND INFRASTRUCTURE

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

         In September 1995 the Santa Gertrudis Mine property was expanded by
28.2 square miles. Approximately half of the new property was acquired through
staking with the other half acquired through option agreements that allow the
Corporation to earn a 100% interest through staged payments aggregating a
maximum of US$1,000,000 over a five year period. During 1996, six square miles
were added to the property through staking. During 1997, one of the five option
agreements entered into in 1995 was exercised with total payments, including
previous option payments, of US$200,000. The claims acquired include the
recently developed La Trinidad deposit. Also during 1997, an additional 22.87
square miles were acquired through staking and a lottery process. One claim
acquired in 1995 was reduced in size by 11.6 square miles after initial work had
defined the ground with most prospective interest. During 1998, one optioned
claim was returned to the owner. The present property consists of 44 claims
comprising 22,784 hectares or 87.97 square miles.

         The Corporation's subsidiary, Sotula holds both the exploration and
exploitation concessions. To maintain these concessions, Sotula was required
either to incur exploration or development work or to have production revenues
in 1998 amounting to approximately US$1.7 million or US$72 per hectare.
Exploration and development expenditures and production revenues for 1998 were
considerably in excess of this requirement. The excess from 1998 and prior years
can be carried-forward and should be sufficient to cover requirements for the
foreseeable future on all of the strategic claims. Some claims may be dropped or
reduced in size in the future if additional work fails to indicate potential for
economic mineralization. However, prior years' work plus planned exploration
expenditures exceed estimated work requirements for the foreseeable future on
all claims. In addition, an aggregate of US$112,000 was paid for property taxes
during 1998.



                                       11
<PAGE>   16



         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. Forty-six gold deposits and
occurrences, including the recent discoveries of La Trinidad and Greta, have
been identified in the District. Additional prospects are in the early stages of
exploration.

         MINEABLE RESERVES

         The following table summarizes mineable reserves estimated by
management (1996 reserves were estimated on the basis of a gold price of US$380 
per ounce):

                     PROVEN AND PROBABLE MINEABLE RESERVES

<TABLE>
<CAPTION>
                        December 31, 1998              December 31, 1997               December 31, 1996
                                      Grade                           Grade                            Grade
                    Tonnes           g/tonne            Tonnes       g/tonne           Tonnes        g/tonnes
                    ------           -------            ------       -------           ------        --------
<S>                 <C>              <C>                <C>          <C>             <C>             <C>
Proven              Nil               -                 Nil              -           1,287,000         1.87
Probable            Nil               -                 Nil              -             291,000         1.46
                                                                                     ---------         ----
Total               Nil               -                 Nil              -           1,578,000         1.79
                                                                                     =========         ====
</TABLE>


         Following cessation of mining activities in December, 1997,
approximately 732,900 tonnes of proven and probable material grading
approximately 1.69 grams per tonne remained. Due to lower gold prices and
because the quantity of material is insufficient to support costs, this material
no longer met the definition of ore reserves and was reclassified as possible
mineralized material. Exploration work is continuing in an effort to identify
additional material which together with this remaining material would be
economic to mine at current gold prices.

         OPERATIONS

         Current low gold prices and insufficient developed ore resulted in
mining operations being suspended on December 7, 1997 to permit focus to be
placed on building ore reserves through exploration. Mining operations will
resume when sufficient reserves have been discovered and developed to enable
mining to be carried out at a rate that is economic at the then prevailing gold
price. There can be no assurance that gold prices will rise to a level, or that
sufficient ore reserves will be discovered and developed, that will make it
economic to resume mining operations.



                                       12
<PAGE>   17



         Until December, 1997, mining had been carried out on a continuous,
round-the-clock basis with hydraulic shovels, front-end loaders, drills and a
fleet of twelve 50-tonne and two 85-tonne haulage trucks. The average mining
rate during 1997 was approximately 22,000 tonnes per day of which approximately
3,000 tonnes was ore representing a strip ratio of 6.3:1. Mining equipment is
being regularly maintained in anticipation of resumption of mining operations.

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

         Subsequent to the acquisition of the Santa Gertrudis Mine in July,
1994, based on the ore placed on the leach pads and the gold recovered, a
recovery rate of approximately 76.3% was experienced. Leaching operations
continued until the end of December 1998 when the level of gold production
became uneconomic.

         The Phase IV leach pad, completed in mid 1997 to the east of the
existing Phase I pad provides an additional 2.0 million tonne capacity. If
mining operations resume, the recovery process described above will be used.

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

                              SANTA GERTRUDIS MINE
                               PRODUCTION SUMMARY

<TABLE>
<CAPTION>
                                                             Year ended December 31
                                             -------------------------------------------------------
                                             1998                       1997                    1996
                                             ----                       ----                    ----
<S>                                      <C>                        <C>                      <C>    
Tonnes ore mined                               -                      1,021,000                 965,000
Gold Grade (g/tonne)                           -                        1.71                     2.06
Gold Recovery (%)                              -                         69.5                    84.6
Gold Produced (ounces)                      12,300                     39,200                   54,400
Cash Operating Costs                        $242(2)                    $333(1)                  $227(1)
(US$ per ounce of gold)
</TABLE>

(1)      1996 and 1997 operating costs include all on-site mining, plant,
         administration and transportation costs.



                                       13
<PAGE>   18



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

         During 1998, the Santa Gertrudis Mine produced 12,300 ounces of gold as
a result of the continued application of cyanide solutions to the heaps on the
leach pads. This process was completed in December 1998. Cash operating costs
per ounce of gold for 1998 were US$242 compared to US$333 for 1997. This lower
unit cost is attributable to the cessation of mining operations in December
1997.

         EXPLORATION

         Exploration expenditures for 1998 were $2.3 million compared to $3.7
million in 1997. During early 1998, exploration efforts at Santa Gertrudis
continued to focus on evaluating large portions of the property that, in the
past, had received little, if any, exploration.

         In 1998, the Corporation continued to conduct exploration involving
geological mapping, rock and soil geochemical sampling, trenching and drilling
in an effort to define resources and reserves outside the area of past mining
activity. This effort led to the delineation of a geological resource contained
in five deposits within the Greta area, approximately 7 kilometres southeast of
the mine district. Because the Greta area is situated some distance from the
mine infrastructure and with gold prices at historic lows, the resource
identified is presently uneconomic. Approximately 120 holes totalling in excess
of 10,000 metres were drilled to explore and develop reserves at Santa
Gertrudis in 1998. Should the gold price improve, exploration will resume in the
area to establish mineable reserves.

         Ongoing regional exploration led to the discovery of the San Enrique
anomaly, a large soil geochemical anomaly with great potential situated
approximately 7 kilometres south of the mine district. Further exploration on
the anomaly has been delayed because of difficulties in concluding an agreement
with the surface rights owner. As a result the Corporation filed an application
for temporary occupation from the Government of Mexico. The Corporation has been
advised that Temporary Occupation Resolution was granted on March 17, 1999. This
Resolution entitles the Corporation to explore and exploit its claims, which
underlie the property of the surface rights owner, for five years and requires
an annual payment of approximately US$50,000. This amount was established by the
Government of Mexico and is adjusted annually for inflation. A program of
mapping, trenching, drilling and sampling will commence in April, 1999.

         In May 1998, the Corporation commenced discussions to acquire the
former gold producing property of Minera Roca Roja which filed for bankruptcy in
September, 1998. On March 26, 1999, the realization value of the Roca Roja
property was appraised at US$1,002,000. The Corporation has indicated to the
trustee in bankruptcy, that it intends to acquire the property. The acquisition
is expected to close on April 14, 1999. The adjoining Roca Roja property, which
consists of approximately 4,568 hectares, has the potential to host mineralized
material which could be developed in the near term given its proximity to the
existing mine infrastructure.

         The initial phase of exploration for 1999, covering the first 3 to 4
months, has been budgeted at $750,000. Additional funds will be made available
as results warrant. Efforts will focus on the Roca Roja property, the adjacent
mine district and the San Enrique soil geochemical anomaly.



                                       14
<PAGE>   19


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

      EMPLOYEES

      In December, 1997, the Corporation concluded an agreement with the
National Union of Miners, Metallurgists and Similar Workers of the Mexican
Republic ("Union") pursuant to which mining operations were suspended and 143
employees covered by the collective bargaining agreement were terminated. An
additional 55 employees not covered by the collective agreement were also
terminated. At December 31, 1998, there were 48 employees of whom 22 were 
engaged in exploration activities.

      It is expected that approximately 40 employees will continue to be
employed in 1999 to carry out exploration and to ensure that plant and
infrastructure is maintained in anticipation of a restart of mining operations.

THE CERRO QUEMA PROPERTY

      HISTORY

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

      LOCATION, ACCESS AND INFRASTRUCTURE

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

      At the Cerro Quema Property, the Corporation's subsidiary, Minera Cerro
Quema, S.A. held exploration concessions covering approximately 20,000 hectares
which comprise the Cerro Quema Property. These exploration concessions were
converted to three extraction concessions totalling 15,000 hectares in February,
1997. Pre-extraction activities, which must commence within one year of the date
of the extraction concession, commenced in December, 1996. The mining law
permits a reduction or cessation of activities if prevailing economic conditions
hinder continuing activities. See "Mine Feasibility and Development" on page 16.
Under Panamanian mining law, 



                                       15
<PAGE>   20
a 2% net smelter return royalty is payable on production. In addition, an 
annual surface tax of approximately US$1.00 per hectare is also payable.


      GEOLOGY

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

      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.

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.

      MINE FEASIBILITY AND DEVELOPMENT

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

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

      Based on a review of the metallurgy of the mineralized material and
proposed mining plans and methods and on test work performed on representative
samples taken from the property, the feasibility study assumes 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.

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


                                       16
<PAGE>   21


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

      In June, 1997 construction at the Cerro Quema gold project was temporarily
suspended by government order following heavy rainfalls which created high
levels of sedimentation in the local rivers. The Corporation, working in
conjunction with the Panamanian authorities, resolved the problem by completing
a program of sedimentation control and revegetation. As a result of these
environmental efforts, a resolution was passed lifting restrictions on the
project's development. In December 1997, as a consequence of sustained lower
gold prices, the Corporation decided to defer further development of Cerro Quema
until the gold price reaches a level that will ensure economic viability of the
project. The project has been placed on a care and maintenance basis during 1998
and for 1999.

      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 will be initiated when
economics permit the project to proceed and once access and infrastructure are
in place.

MINERAL EXPLORATION PROPERTIES

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

      CHIBOUGAMAU EXPLORATION PROPERTIES

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

      In June 1992, Meston entered into two agreements with the Societe
quebecoise d'exploration miniere ("SOQUEM") under which SOQUEM could expend up
to $7 million towards exploration programmes on the Meston and Chibougamau
properties. During 1995, these agreements were amended to extend their term and
increase the expenditures. In July 1997, these agreements were further amended
to provide that, SOQUEM can earn a 50% interest in the Meston property which
comprises 148 claims and one mining concession (and excludes the Joe Mann Mine),
in exchange for spending $1.6 million in the five year period ending June 1,
2002 and a 50% interest in the Chibougamau properties, which comprises 198
claims and three mining concessions, by spending $750,000 in the five year
period ending June 1, 2002. During 1997, 4 claims located northwest of the Joe
Mann Mine were added to the Meston property agreement, excluding the lateral and
at depth extension of the Main Zone of the Joe Mann Mine protected by a 500 foot
wide corridor north of the Main Zone. A separate third agreement was also
entered into with SOQUEM covering 4 claims and one mining concession located
northeast of the Joe Mann Mine, excluding 


                                       17
<PAGE>   22


the lateral and at depth extension of the Main Zone of the Joe Mann Mine
protected by a 500 foot wide corridor north of the Main Zone, pursuant to which
SOQUEM can earn a 3.5% net smelter return by expending $400,000 over the five
year period ending June 1, 2002. Meston has the right to repurchase the net
smelter return, if earned, for $600,000 on or before June 1, 2002 or $1,000,000
on or before June 1, 2007. Amounts expended under this agreement shall also be
credited against the spending requirements under the Meston property agreement.
As additional consideration for the 1997 amendments, SOQUEM agreed to fund
$100,000 of underground drilling on the North Zone of the Joe Mann Mine. This
amount was credited to the $1.6 million of required expenditures on the Meston
property

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

      From the inception of the programme in 1992 to December 31, 1998, SOQUEM
has spent approximately $2,631,000 on the Meston property and $2,462,000 on the
Chibougamau properties including $83,000 on the Meston properties and $31,000 on
the Chibougamau properties since the effective date of the 1997 amendment. The
Corporation is not responsible for sharing expenditures with respect to the
referenced properties.

      During 1998, SOQUEM carried out an induced potential survey and minor
trenching on the Chibougamau properties. A diamond drilling programme is planned
for 1999. On the Meston property, only claim renewal costs were incurred in
1998. Some surface exploration work is scheduled for 1999.

      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 required further drilling to determine whether the project could be
economic. The Corporation's interest in the Wildcat property consisted of 315
mining claims held directly and under lease agreements. In November, 1996,
Campbell entered into an option to purchase agreement with Sagebrush Exploration
Inc. pursuant to which Sagebrush acquired the Wildcat property on April 8, 1998
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.


                                       18
<PAGE>   23



(Registration No. 333-770). Reference is made to the Prospectus, dated February
9, 1996, 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. The
warrants expired on February 26, 1999 in accordance with their terms.

      In July, 1994, concurrent with the acquisition of Santa Gertrudis, the
Corporation entered into an underwriting agreement with First Marathon
Securities Limited pursuant to which the Corporation sold US$11,005,000
aggregate principal amount of 7 1/2% Convertible Subordinated Debentures
(Unsecured) (the "7 1/2% Debentures"). The 7 1/2% Debentures will mature on July
21, 2004, the tenth anniversary of their date of issue. The 7 1/2% Debentures
are convertible at the option of the holder into Common Shares at any time prior
to maturity at a conversion price of US$0.50 per Common Share. The 7 1/2%
Debentures are redeemable for cash at any time after the fifth anniversary of
the date of issue and, at the Corporation's option, may be redeemed in Common
Shares on the basis of one Common Share for each US$0.50 of 7 1/2% Debenture
principal being redeemed. The right of the Corporation to redeem the 7 1/2%
Debentures for cash or Common Shares is conditional on the average price of the
Common Shares exceeding US$0.50 during a period of 20 consecutive days prior to
notice of redemption. The Corporation may, at its option, repay the 7 1/2%
Debentures at maturity by issuing Common Shares of the Corporation at the
conversion price of US$0.50 per Common Share. To March 19, 1999, debenture
holders had converted US$7,712,000 of debenture principal into 15,424,000 Common
Shares. Debentures in the amount of US$3,293,000 remain outstanding as of March
19, 1999.

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 


                                       19
<PAGE>   24

respect to such plan. The Corporation filed a preliminary rehabilitation and
restoration plan on March 9, 1996, and has filed additional information required
thereunder within the extensions granted by Quebec mining authorities. The plan
is pending approval. 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, and for
the Camchib Mill site on Merrill Island, the total cost of completing the work
contemplated under the rehabilitation plan filed on March 9, 1996 is estimated
at $2,000,000. This work is to be completed over a six 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, based on general guidelines, total
reclamation costs are currently estimated at US$744,000 which has been accrued
in the Corporation's books. This estimated cost will be more than exceeded by
the salvage value of plant and equipment. Only limited reclamation will be
carried out while the exploration programme continues.

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

      At the Cerro Quema Property in Panama, the feasibility study indicates
rehabilitation costs of up to US$2,000,000 which will be covered by the salvage
value of the plant and equipment. Three environmental studies were filed. A
Preliminary Evaluation and an Environmental Reconnaissance study were filed by
the previous owner and an Environmental Viability study was filed by the
Corporation and was approved in December, 1996. Based on current legislation and
the recent experience of other mining projects, the Corporation believes that
environmental compliance can be achieved without material impact on the
economics of the Project. See "Mine Feasibility Development" on pages 16 and 17
for a discussion of stop work orders issued by Panamanian authorities in June,
1997 as a consequence of heavy rainfall and sedimentation problems.

RISK FACTORS

      MINING RISKS

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

      The Cerro Quema Property is a low grade open pit heap leach project
located in a region of steep topography which experiences seasonally heavy
rainfall. While the rainfall has been taken into account in preparing the
feasibility study, and the Corporation believes that its impact on the project
can be managed, given the difficulties experienced during 1997 (see "Mine
Feasibility and Development" on pages 16 and 17), 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.


                                       20
<PAGE>   25
      While the feasibility study for the Cerro Quema project was carefully
prepared by experienced engineers and advisors, no assurance can be given that
gold prices will improve to a level that the Cerro Quema Project can proceed or
that it can be completed as contemplated in the feasibility study for the
estimated costs or within the estimated time schedule. Also no assurance can be
given that the intended production schedule or estimated operating costs can be
achieved. While appropriate testing has been carried out by the Corporation and
its independent mining experts, there can be no assurance that recovery rates
achieved in small scale laboratory tests will be achieved under onsite
conditions or in production scale leaching.

      Gold prices are subject to volatile price movements over short periods of
time and are affected by numerous factors, all of which are beyond the
Corporation's control, including expectations for inflation, levels of interest
rates, sales of gold by central banks, the demand for gold, global or regional
political, economic and banking crises and production rates in major gold
producing regions. The aggregate effect of these factors is impossible to
predict with any degree of certainty. Although the Corporation does engage in
some limited hedging from time to time to protect against a portion of the
volatility (as described in Management's Discussion and Analysis and the notes
to the consolidated financial statements included in Exhibit 13.1 of this
report), a significant portion of the price movements in gold is not protected.

      If the Corporation's realization on gold sales were to decrease further or
remain at the current level for any substantial period, the Corporation could
determine that it is no longer economically feasible to continue required
development at the Joe Mann Mine, (see "Mine Exploration, Development and New
Long-Term Mine Plan" on page 7) or to continue commercial production. The cash
operating costs per ounce of gold produced from the Corporation's operations are
set forth on pages 9 and 13 herein. With sustained lower gold prices, mining
operations at Santa Gertrudis have been suspended and the Cerro Quema project
has been placed on care and maintenance. As a consequence, the Corporation is
primarily dependant on production from one operation, the Joe Mann Mine.

      The figures for ore reserves presented herein are estimates and no
assurance can be given that the anticipated tonnages and grades will be achieved
or the indicated level of recovery realized. In addition, no assurance can be
given that the gold price estimates on which the reserve calculations are based
can be achieved. See "Mineable Reserves" on pages 7 and 12. As well, lead times
required for underground stope and open pit preparation and development in
mining operations can affect production decisions and schedules. Gold price
fluctuations may render ore reserves containing relatively lower grades of gold
mineralization uneconomic. Moreover, short-term operating factors relating to
the ore reserves, such as the need for orderly development of ore bodies or the
processing of new or different ore grades, may cause the Corporation to be
unprofitable in any particular accounting period.

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




                                       21
<PAGE>   26



      COMPETITION

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

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

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

      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. The Corporation
views these legislative changes as reflecting an increasingly supportive
regulatory climate for mining investment in Panama.

ITEM 3.  LEGAL PROCEEDINGS

      During 1996, the Corporation's Mexican subsidiary received import duty
assessments claiming the subsidiary's interest in certain pieces of machinery
and equipment with an approximate value of US$2,200,000 and levying taxes,
penalties, interest and inflationary adjustments for a further Mexican pesos
9,200,000. The claim against the subsidiary's assets and the additional amount
payable arose as a result of the subsidiary not presenting certain import
documentation to tax authorities by a prescribed date in connection with their
audit of imports of the claimed machinery and equipment during 1990 and 1991
when the mine was not owned by the Corporation. The Corporation, which has all
of the required documentation, has not provided for these amounts in its
financial statements on the basis of professional advice received indicating


                                       22
<PAGE>   27



the basis for these assessments to be weak and accordingly appealed the
assessments on March 5, 1997 before the Local Tax Legal Administration for
Revenues in Nogales, Sonora. On May 26th, 1997, the Corporation was advised that
it was successful in its appeal and that Mexican pesos 9,200,000 was not
payable. While the local tax authority was requested by the federal tax
authorities to issue a re-assessment which must take into account the basis of
the appeal, on May 6, 1998, the tax authorities issued a tax assessment
identical to that issued in 1996 except that the amounts claimed have increased
to Mexican pesos 18,000,000 as a result of inflation and additional interest.
The Corporation has been advised that this assessment is improper as it
completely ignores the earlier ruling. Accordingly the Corporation has filed a
new appeal before the Federal Tax Court to nullify the assessment. No provision
has been made in the financial statements for the amounts assessed on the basis
of the earlier ruling and the legal advice received. The charge against certain
pieces of machinery and equipment will be released when the final tax assessment
is issued.


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

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

                                    PART II

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

MARKET PRICE RANGES FOR COMMON SHARES

      Information relating to the market prices for the Common Shares appears on
page 32 of the 1998 Annual Report to Shareholders which information is
incorporated herein by reference and is filed as Exhibit 13.1 to this report. On
March 26, 1999 the closing price of the Common Shares on The Toronto Stock
Exchange was $0.42 and on the New York Stock Exchange composite transactions was
US $0.2813 as reported by the Globe and Mail.

SHAREHOLDERS

      As of March 26, 1999, Campbell had 13,008 common shareholders of record.

DIVIDEND RECORD AND POLICY

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


                                       23
<PAGE>   28



to a resident of the United States, and also provides for a further reduction to
5% where the beneficial owner of the dividend is a corporation, resident in the
United States, which owns at least 10% of the voting shares of the corporation
paying the dividend.

ITEM 6.  SELECTED FINANCIAL DATA

      Information relating to this item appears under the caption "Five Year
Comparative Summary of Selected Financial Data" on page 31 of the 1998 Annual
Report to Shareholders which information is incorporated herein by reference and
is filed as Exhibit 13.1 to this report.

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

      Information relating to this item appears on pages 15 through 18 of the
1998 Annual Report to Shareholders which information is incorporated herein by
reference and is filed as Exhibit 13.1 to this report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Information relating to this item appears on pages 20 through 30, and
under the caption "Selected Quarterly Financial Data (unaudited)" on page 31, of
the 1998 Annual Report to Shareholders which information is incorporated herein
by reference and is filed as Exhibit 13.1 to this report.

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

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

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Certain information relating to the Directors of Campbell is set out in
the Election of Directors section of the Proxy Circular in connection with the
1999 Annual and Special Meeting of Shareholders scheduled for May 18, 1999 which
information is incorporated herein by reference and is filed as Exhibit 20.1 to
this report.

EXECUTIVE OFFICERS OF REGISTRANT



                                       24
<PAGE>   29



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

<TABLE>
<CAPTION>
                                       Years in    Other Position and                          Age
                                       --------    ------------------                          ---
Name                 Office            Office      Business Experience
----                 ------            ------      -------------------
<S>                  <C>               <C>                                                     <C>
John O. Kachmar      President and        8        Certified Management                         62
                     Chief Executive               Accountant.                  
                     Officer of the                                            
                     Corporation                                                

Lorna D.             Vice President,     11        Lawyer.                                      47
MacGillivray         Secretary and                                               
                     General Counsel                                           

Paul J. Ireland      Vice President,      4        Chartered Accountant.  Prior                 41
                     Finance and                   to September 1994, Manager
                     Chief Financial               of Special Projects, Polaris
                     Officer                       Realty (Canada) Limited,
                                                   Toronto, Ontario, real estate
                                                   company.
</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 is set out in the Proxy Circular in
connection with the 1999 Annual and Special Meeting of Shareholders which is
incorporated herein by reference and is filed as Exhibit 20.1 to this report.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

      Information required under this item not set out below is set out in the
Proxy Circular, in connection with the 1999 Annual and Special Meeting of
Shareholders which is incorporated herein by reference and is filed as Exhibit
20.1 to this report.



                                       25
<PAGE>   30
     The following table lists the number of Common Shares beneficially owned by
each executive officer listed in the table under the caption "Executive
Compensation" in the Proxy Circular. The percentage ownership calculation for
each owner has been made on the basis that there are outstanding 155,486,121
Common Shares.

<TABLE>
<CAPTION>
     Name                                 Number of Shares            % of Class
     ----                                 ----------------            ----------
<S>                                       <C>                        <C>
John O. Kachmar                              190,000 (1)            (less than) 1%
Lorna D. MacGillivray                         81,546 (2)            (less than) 1%
Paul J. Ireland                               16,638 (3)            (less than) 1%

Three executive officers
as a group                                   288,184 (4)            (less than) 1%
</TABLE>

(1)  Excludes 1,350,000 Common Shares subject to option, of which 962,500 are
     currently exercisable or exercisable within the next 60 days.

(2)  Excludes 400,000 Common Shares subject to option, of which 250,000 are
     currently exercisable or exercisable within the next 60 days.

(3)  Excludes 375,000 Common Shares subject to option of which 281,250 are
     currently exercisable or exercisable within the next 60 days.

(4)  Excludes 2,125,000 Common Shares subject to option of which 1,493,750 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, 1998 and 1997

     Consolidated Statements of Operations
     Years Ended December 31, 1998, 1997 and 1996

     Consolidated Statements of Retained Earnings (Deficit) -
     Years Ended December 31, 1998, 1997 and 1996

     Consolidated Statements of Cash Flows -

                                       26
<PAGE>   31
     Years Ended December 31, 1998, 1997 and 1996

     Notes to the Consolidated Financial Statements

2.   FINANCIAL STATEMENT SCHEDULES

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

3.   EXHIBITS

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

B refers to documents previously filed as an exhibit to Campbell's Annual Report
on Form 10-K for the year ended December 31, 1994 (Commission file number
1-8488) and incorporated herein by reference.

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

D refers to documents previously filed as an exhibit to Campbell's Annual Report
on Form 10-K for the year ended December 31, 1993 (Commission file number
1-8488) and incorporated herein by reference.

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

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

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

3             Articles of Incorporation and By-Laws

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

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

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

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


                                       27
<PAGE>   32
3.5           Articles of Amendment dated September 13, 1983 (A) (Exhibit 3.5)

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

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

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

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

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

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

3.12          Amendment of By-Law No. 1 (A) (Exhibit 3.11)

4             Instruments Defining the Rights of Security Holders Including
              Indentures

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

10            Material Contracts 
             
              Management Contracts and Compensatory Plans and Arrangements

10.1          The Corporation's Employee Incentive Plan (C) (Exhibit 4(i))

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

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

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

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

              Material Contracts

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

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

10.8          Bullion Dealing Master Agreement and Security Agreement between
              the Corporation and Citibank dated February 24, 1995 regarding
              forward gold sales (B) (Exhibit 10.12)

                                       28
<PAGE>   33
10.9          Purchase and Sale Agreement dated March 4, 1996 between Cyprus
              Exploration and Development Corporation, Campbell Resources Inc.
              and Compania de Exploracion Mineral, S.A. (E) (Exhibit 1.1)

13.1          Certain Portions of the Annual Report to the Shareholders for the
              year ended December 31, 1998 contained on pages 15 to 32
              inclusive. [Note: Such Annual Report, except for those portions
              thereof which are expressly incorporated by reference in this
              Report on Form 10-K, is furnished for the information of the
              Securities and Exchange Commission and is not deemed "filed" as
              part of the filing of this Report on Form 10-K.]

20.1          Proxy Circular dated March 22, 1999 in connection with the 1999
              Annual and Special Meeting of Shareholders scheduled to be held on
              May 18, 1999.

21.1          Significant subsidiaries.

23.1          Consent of KPMG LLP.

27.1          Financial Data Schedule

(b)  REPORTS ON FORM 8-K

         There were no reports on Form 8-K filed in the fourth quarter of 1998.

(c)  EXHIBITS

         Exhibits are listed under (a)3 above.

(d)  FINANCIAL STATEMENTS SCHEDULES REQUIRED BY REGULATION S-X WHICH ARE
EXCLUDED FROM THE CORPORATION'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 1998.

         Not applicable



                                       29
<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, 1999              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, 1999
----------------------------------------      and Director
    John O. Kachmar, President and
    Chief Executive Officer

/s/ PAUL J. IRELAND                           Principal Financial and       March 26, 1999
----------------------------------------      Principal Accounting 
    Paul J. Ireland, Vice President,          Officer
    Finance and Chief Financial Officer

/s/ JAMES D. BEATTY                                                         March 26, 1999
----------------------------------------
    James D. Beatty                           Director

/s/ GRAHAM G. CLOW                                                          March 26, 1999
----------------------------------------
    Graham G. Clow                            Director

/s/ ROD P. DOUGLAS                                                          March 26, 1999
----------------------------------------
    Rod P. Douglas                            Director

/s/ JAMES C. McCARTNEY                                                      March 26, 1999
----------------------------------------
    James C. McCartney Q.C.                   Chairman and Director

/s/ DONALD R. MURPHY                                                        March 26, 1999
----------------------------------------
    Donald R. Murphy                          Director


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

/s/ G.E."KURT" PRALLE                                                       March 26, 1999
----------------------------------------
    G.E."Kurt" Pralle                         Director

/s/ JAMES D. RAYMOND                                                        March 26, 1999
----------------------------------------
    James D. Raymond                          Director
</TABLE>


                                       30
<PAGE>   35
                             CAMPBELL RESOURCES INC.
                                 1998 FORM 10-K
                                  EXHIBIT INDEX



   EXHIBITS

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

B refers to documents previously filed as an exhibit to Campbell's Annual Report
on Form 10-K for the year ended December 31, 1994 (Commission file number
1-8488) and incorporated herein by reference.

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

D refers to documents previously filed as an exhibit to Campbell's Annual Report
on Form 10-K for the year ended December 31, 1993 (Commission file number
1-8488) and incorporated herein by reference.

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

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

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

3             Articles of Incorporation and By-Laws

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

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

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

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

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

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

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

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

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

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

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

3.12          Amendment of By-Law No. 1 (A) (Exhibit 3.11)

4             Instruments Defining the Rights of Security Holders Including
              Indentures

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

10            Material Contracts 
              
              Management Contracts and Compensatory Plans and Arrangements

10.1          The Corporation's Employee Incentive Plan (C) (Exhibit 4(i))

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

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

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

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

              Material Contracts

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

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

10.8          Bullion Dealing Master Agreement and Security Agreement between
              the Corporation and Citibank dated February 24, 1995 regarding
              forward gold sales (B) (Exhibit 10.12)

10.9          Purchase and Sale Agreement dated March 4, 1996 between Cyprus
              Exploration and Development Corporation, Campbell Resources Inc.
              and Compania de Exploracion Mineral, S.A. (E) (Exhibit 1.1)

13.1          Annual Report to the Shareholders for the year ended December 31,
              1998 [Note: Such Annual Report, except for those portions thereof
              which are expressly incorporated by reference in this Report on
              Form 10-K, is furnished for the information of the Securities and
              Exchange Commission and is not deemed "filed" as part of the
              filing of this Report on Form 10-K.]

20.1          Notice and Proxy Circular dated March 22, 1999 in connection with
              the 1999 Annual and Special Meeting of Shareholders scheduled to
              be held on May 18, 1999 and Form of Proxy

21.1          Significant subsidiaries

23.1          Consent of KPMG LLP

27.1          Financial Data Schedule