<PAGE>   1
[LOGO]

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


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

    NOTICE is hereby given that the Annual Meeting of Shareholders of Campbell
Resources Inc. (the "Corporation") will be held at the Board of Trade of
Metropolitan Toronto, Boardroom "A", 4th floor, Adelaide Street Entrance, 1
First Canadian Place, Toronto, Ontario on Thursday, April 24, 1997 at 9:30 A.M.
(Eastern Daylight Saving Time) for the following purposes:

     1.   to receive the Consolidated Financial Statements of the Corporation
          and Auditors' Report thereon for the fiscal year ended December 31,
          1996;

     2.   to elect directors for the ensuing year;

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

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

    The Board of Directors of the Corporation has fixed the close of business on
March 18, 1997 as the record date for the determination of shareholders entitled
to notice of and to vote at the Meeting and any adjournment thereof.

    If you do not expect to be present at the Meeting, please sign, date and
fill in the enclosed form of proxy and return it by mail in the enclosed
addressed envelope. All instruments appointing proxies to be used at the Meeting
must be deposited with the Secretary of the Corporation at the Corporation's
office in Toronto, or at the office of the Corporation's transfer agent,
Montreal Trust Company, in Toronto not later than 5:00 p.m. (Eastern Daylight
Saving Time) on Tuesday, April 22, 1997. Shares represented by instruments
appointing proxies that are not so deposited will not be voted at the Meeting.

                                 By Order of the Board of Directors


                                 /s/ Lorna D. MacGillivray
                                 ---------------------------------------------
                                 Lorna D. MacGillivray
                                 Vice President, Secretary and General Counsel

Dated: March 13, 1997.
<PAGE>   2
                             CAMPBELL RESOURCES INC.

                                 PROXY CIRCULAR

                         ANNUAL MEETING OF SHAREHOLDERS

         THIS PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY
THE MANAGEMENT AND BOARD OF DIRECTORS OF CAMPBELL RESOURCES INC. (THE
"CORPORATION" OR "CAMPBELL") OF PROXIES TO BE VOTED AT THE ANNUAL MEETING OF
SHAREHOLDERS (THE "MEETING") TO BE HELD ON APRIL 24, 1997 AT THE BOARD OF TRADE
OF METROPOLITAN TORONTO, BOARDROOM "A", 4TH FLOOR, ADELAIDE STREET ENTRANCE, 1
FIRST CANADIAN PLACE, TORONTO, ONTARIO. The record date for determination of
shareholders entitled to receive notice of the Meeting is March 18, 1997. If a
person has acquired ownership of shares since that date he may, in accordance
with the provisions of the Canada Business Corporations Act, produce properly
endorsed share certificates or otherwise establish that he owns such shares and
demand, not later than the close of business on April 14, 1997, to be included
in the list of shareholders entitled to vote at the Meeting, in which case the
transferee is entitled to vote his shares at the Meeting.

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

         Any person giving a proxy may revoke it by depositing an instrument in
writing executed by him or by his attorney authorized in writing at the
registered office of the Corporation at any time up to the close of business on
the last business day preceding the Meeting or any adjournment thereof or with
the Chairman at the Meeting or in any other manner permitted by law. ALL
PROPERLY EXECUTED PROXIES, NOT THERETOFORE REVOKED, WILL BE VOTED ON ANY POLL
TAKEN AT THE MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN. IF
NO INSTRUCTIONS ARE GIVEN WITH RESPECT TO ANY PARTICULAR MATTER, THE PROXY
AUTHORIZES A VOTE IN FAVOUR OF SUCH MATTER AND IT WILL BY VOTED ACCORDINGLY.
Proxies must be received by the Corporation not later than 5:00 p.m. (Eastern
Daylight Saving Time) on Tuesday, April 22, 1997.

         All dollar amounts contained in this Proxy Circular are expressed in
Canadian dollars unless specifically stated otherwise. As of March 13, 1997, the
Noon Buying Rate in New York City for Canadian dollars was U.S.$0.7335

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         As of March 13, 1997, the Corporation had outstanding 150,357,876
Common Shares entitled to be voted at the Meeting. Each Common Share is entitled
to one vote.


                                        1
<PAGE>   3
         To the knowledge of the Corporation, as of March 13, 1997, the
following is the only party who beneficially owned or exercised control or
direction over more than 5% of the Common Shares of the Corporation:

<TABLE>
<CAPTION>
Name and Address                Number of Common Shares    Percentage of Class
----------------                -----------------------    -------------------

<S>                                     <C>                        <C>
Heartland Advisors, Inc.                7,665,000(1)               5.1%
790 North Milwaukee Street
Milwaukee, WI 53202

<FN>
1.       Based on U.S. Securities and Exchange Commission Schedule 13G filing
         dated February 12, 1997).
</FN>
</TABLE>

                              ELECTION OF DIRECTORS

                        (ITEM NO. 2 OF NOTICE OF MEETING)

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

         The following table sets forth certain information concerning the
persons to be nominated for election as directors of the Corporation, including
their beneficial ownership of Common Shares of the Corporation as of March 13,
1997. Unless otherwise indicated, each nominee holds sole voting and investment
power over his shares.

<TABLE>
<CAPTION>
                                                                                                         Number
                                                                                                         of
Name & Municipality of             Principal Occupation                          Director                Common     Percent
Residence                          and Business Experience                       Since         Age       Shares     of Class
----------------------             -----------------------                       --------      ---       ------     --------
<S>                                <C>                                           <C>           <C>       <C>           <C>
James D. Beatty                    Chief Executive Officer, Trinity              1983          52        2,500(1)       *
Toronto, Ontario                   Capital Corporation, Toronto,
                                   Ontario, investment company.

Graham G. Clow                     Mining Engineer; Senior Vice                  1996          46        2,500(2)       -
Oakville, Ontario                  President, North American
                                   Operations, Breakwater Resources Ltd.,
                                   President, CanZinco Ltd., Toronto, Ontario;
                                   prior to June, 1996, President, Granduc
                                   Mining Corporation; prior to June, 1993,
                                   Vice President, Project Development,
                                   Curragh Inc., Toronto, Ontario, mining
                                   companies.
</TABLE>


                                        2
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                         Number
                                                                                                         of
Name & Municipality of             Principal Occupation                          Director                Common     Percent
Residence                          and Business Experience                       Since         Age       Shares     of Class
----------------------             -----------------------                       --------      ---       ------     --------

<S>                                <C>                                           <C>           <C>       <C>            <C>
Roderick P. Douglas                Mining Engineer; Director of Ashton           1994          71        10,000(3)      *
Vancouver, B.C.                    Mining of Canada Inc., Vancouver,
                                   B.C., mining company.

John O. Kachmar                    President and Chief Executive Officer         1992          60        125,000(4)     *
Toronto, Ontario                   of the Corporation; prior to August
                                   1993, President of Northgate
                                   Exploration Limited, Toronto,
                                   Ontario, mining company.

James C. McCartney Q.C.            Chairman of the Corporation;                  1993          59        30,000(5)      *
Toronto, Ontario                   Partner, McCarthy Tetrault,
                                   Barristers & Solicitors, Toronto,
                                   Ontario; Director of Algoma Steel
                                   Inc., Sault Ste Marie, Ontario, steel
                                   company.

Donald R. Murphy                   President, Societe de developpement           1987          53        nil(1)(6)      -
Rouyn/Noranda, Quebec              de la Baie James, Matagami, Quebec,
                                   government owned corporation; Director of
                                   MSV Resources Inc., Montreal, Quebec; and
                                   Espalau Mining Corporation, Val d'Or,
                                   Quebec; mining companies.

Francis S. O'Kelly                 Mining Engineer; Director of                  1993          55        5,000(7)       *
New York, New York                 Rayrock Yellowknife Resources Inc.,
                                   Toronto, Ontario and Glamis Gold
                                   Ltd., Vancouver, B.C.; mining
                                   companies.

G. E. "Kurt" Pralle                Mining and Metallurgical Consultant;          1993          62        100,000(7)     *
Ramsey, New Jersey                 prior to August 1993, Vice-President
                                   and Senior Mining Engineer,
                                   Citicorp, New York, New York.
</TABLE>


                                        3
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                            Number
                                                                                                             of
Name & Municipality of             Principal Occupation                             Director                Common         Percent
Residence                          and Business Experience                          Since         Age       Shares         of Class
---------                          -----------------------                          -----         ---       ------         --------
<S>                                <C>                                              <C>           <C>       <C>                <C>
James D. Raymond                   Corporate Investor and Director;                 1979          71        10,000(8)          *
Montreal, Quebec                   Director of Cineplex Odeon
                                   Corporation, Toronto, Ontario, entertainment
                                   company; Canadian 88, Calgary, Alberta, oil
                                   and gas company; Denbridge Capital
                                   Corporation, Toronto, Ontario investment
                                   company; Agritek Bio Ingredients Corporation,
                                   Montreal, Quebec, international research and
                                   marketing company of natural biotechnological
                                   livestock feed additive ingredients.
</TABLE>

Notes:

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

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

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

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

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

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

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

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

*        Less than 1% of the outstanding Common Shares.

         As of March 13, 1997, the directors and officers of the Corporation as
a group beneficially owned 372,443 Common Shares representing approximately 0.3%
of the outstanding Common Shares of the Corporation excluding 5,975,000 Common
Shares subject to option. The information as to Common Shares beneficially owned
or over which control or direction is exercised, not being within the knowledge
of the Corporation, has been furnished by the respective directors and officers
individually.

COMMITTEES OF THE BOARD OF DIRECTORS

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


                                        4
<PAGE>   6
                              CORPORATE GOVERNANCE

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

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

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

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

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

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


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

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

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

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

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

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

The Corporation does not have a standing nominating committee for directors nor
does it have an ongoing process for the training or evaluation of performance of
directors, as recommended by the Report. The Corporation is a medium sized
company which is still in a growth stage and accordingly, a variety of
technical, legal and financial experience at the Board level is important. When
it is determined that additional expertise is required on the Board, a number of
candidates are considered and the full Board meets with a proposed nominee. The
decision to nominate or appoint an additional director is taken by the Board as
a whole. In August, 1996, in order to add technical expertise to the Board,
given extensive development projects being undertaken by the Corporation, Mr.
Graham G. Clow, an experienced mining engineer, was appointed a director
following the above process.


                                        6
<PAGE>   8
The performance of the management team is reviewed annually by the Compensation
Committee in the context of the Corporation's success in meeting its objectives
which are established as part of the review of the annual financial forecast.
This Committee is comprised solely of non-management members being the Chairman
and two independent directors. The philosophy of the Compensation Committee is
stated below under "Report on Executive Compensation". In addition, the
Compensation Committee periodically reviews the compensation paid to members of
the Board and makes recommendations to the Board on compensation of directors.

                            COMPENSATION OF DIRECTORS

         All directors of the Corporation receive an annual director's fee of
$6,000 and an attendance fee of $750 per meeting and out-of-pocket expenses
relating to attendance at a board or committee meeting. The Corporation paid
aggregate remuneration of $140,250 to the 9 incumbent directors and 1 former
director in their capacities as such during the fiscal period ended December 31,
1996.

         In 1996, the Corporation purchased directors' and officers' liability
insurance with a liability limit of $10,000,000 for which the Corporation paid
an annual premium of $57,780 in 1996. The policy contains a deductible clause of
$250,000 payable by the Corporation.

         In 1996, the Corporation entered into an agreement with Mr. Francis S.
O'Kelly, a director of the Corporation, pursuant to which Mr. O'Kelly agreed to
provide consulting services to the Corporation on a part-time basis for a
monthly fee of US$1,500. Pursuant to this agreement, the Corporation paid Mr.
O'Kelly US$18,000 in 1996.

         In 1996, the Corporation continued to engage the law firm McCarthy
Tetrault of which James C. McCartney, Q. C., a director and chairman of the
Corporation, is a senior partner to provide legal advice to the Corporation. An
aggregate of $149,000 was paid to McCarthy Tetrault for legal services in 1996.

                          DIRECTORS' STOCK OPTION PLAN

         At December 31, 1996, options to acquire an aggregate of 3,700,000
Common Shares were outstanding under the Directors' Stock Option Plan.

         During 1996, options to acquire an aggregate of 1,050,000 Common Shares
exercisable between $1.26 and $1.48 per share were granted. During the year, two
directors exercised options to acquire an aggregate of 130,000 Common Shares at
$0.57 per share.

                             EXECUTIVE COMPENSATION

         The following table (presented in accordance with the regulation (the
"Regulation") made under the Securities Act (Ontario)) sets forth all annual and
long-term compensation for services


                                        7
<PAGE>   9
in all capacities to the Corporation and its subsidiaries for the fiscal years
ended December 31, 1996, 1995 and 1994 (to the extent required by the
Regulation) in respect of the individuals who were at December 31, 1996, the
Chief Executive Officer and the other most highly compensated individuals who
were serving as executive officers of the Corporation and whose total salary and
bonus exceeded $100,000 (the" Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

================================================================================
<TABLE>
<CAPTION>
                                             Annual Compensation                          Long-Term Compensation
                                    -------------------------------------     ------------------------------------
                                                                                      Awards               Payouts
                                                                              -------------------------    -------
                                                                              Securities
                                                                              Under          Restricted
                                                                  Other       Options/       Shares or
                                                                 Annual       SARs           Restricted     LTIP         All Other
Name and                              Salary        Bonus     Compensation    granted        Share Units   Payouts      Compensation
Principal Position         Year         ($)          ($)         ($)(3)       (#)            ($)                ($)     ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>           <C>               <C>          <C>             <C>          <C>        <C>
John O. Kachmar            1996     225,000       200,000           --           450,000         Nil          Nil        18,000(4)
President & Chief          1995     225,000       170,000(1)        --                --         Nil          Nil        12,500(4)
Executive Officer          1994     225,000       89,000(2)         --           300,000         Nil          Nil         9,500(4)
------------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray      1996     115,000       56,500            --           150,000         Nil          Nil         3,000(4)
Vice President,            1995     115,000       52,500 (1)        --                --         Nil          Nil            Nil
Secretary & General        1994     100,000       19,692 (2)        --           200,000         Nil          Nil         5,500(4)
Counsel
------------------------------------------------------------------------------------------------------------------------------------
Paul J. Ireland            1996     115,000       56,500            --           150,000         Nil          Nil            Nil
Vice President, Finance    1995     106,000       52,500(1)         --                --         Nil          Nil            Nil
                           1994      27,000(5)     2,000(5)         --           150,000         Nil          Nil            Nil
------------------------------------------------------------------------------------------------------------------------------------
Gary A. Cohoon             1996     115,000       31,500            --           100,000         Nil          Nil            Nil
Vice President,            1995     106,000(6)     2,100            --           150,000         Nil          Nil            Nil
Exploration                1994          --           --            --                --         Nil          Nil            Nil
====================================================================================================================================
</TABLE>

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

(2)      Of $89,000 bonus paid to Mr. Kachmar, $15,000 was paid in cash and the
         balance paid through the issuance of 50,000 Common Shares issued net of
         income tax. Of the $19,692 bonus paid to Ms. MacGillivray, $8,000 was
         paid in cash and the balance through the issuance of 7,900 Common
         Shares issued net of income tax.

(3)      Perquisites and other personal benefits for the Named Executive
         Officers did not exceed


                                        8
<PAGE>   10
         the lesser of $50,000 and 10% of total annual salary and bonus.

(4)      Represents director's fees.

(5)      Represents compensation for the period from September 26, 1994 when Mr.
         Ireland joined the Corporation until December 31, 1994.

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

         The following table (presented in accordance with the Regulation) sets
forth stock options granted under the Share Option Plan (the "Option Plan")
portion of the Employee Incentive Plan, during the fiscal year ended December
31, 1996 to the Named Executive Officers:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

================================================================================
<TABLE>
<CAPTION>
                                                            % of Total
                                                            Options/SARs                          Market Value of
                                       Securities Under      Granted to        Exercise        Securities Underlying
                                         Options/SARs         Employees      or Base Price     Options/SARs on Date      Expiration
             Name                        Granted($)(1)     in Fiscal Year   ($/Security)(3)    of Grant ($/Security)        Date
----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>              <C>                   <C>               <C>
John O. Kachmar                           350,000(1)(2)         19%              1.48                  1.48              15/08/2001
President and CEO
----------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray                     150,000(1)             8%              1.48                  1.48              15/08/2001
Vice President, Secretary
and General Counsel
----------------------------------------------------------------------------------------------------------------------------------
Paul J. Ireland                           150,000(1)             8%              1.48                  1.48              15/08/2001
Vice President, Finance
----------------------------------------------------------------------------------------------------------------------------------
Gary A. Cohoon                            100,000(1)             5%              1.48                  1.48              15/08/2001
Vice President, Exploration
====================================================================================================================================
</TABLE>


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

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

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


                                        9
<PAGE>   11
         The following table (presented in accordance with the Regulation) sets
forth information concerning the exercise of stock options and SAR's by Named
Executive Officers in 1996 and the number and the unrealized value of
exercisable and unexercisable stock options held by Named Executive Officers at
December 31, 1996.

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

<TABLE>
<CAPTION>
                                Securities,       Aggregate              Unexercised
                                  Acquired           Value             Options/SARs at              Value of Unexercised in-
                                 on Exercise       Realized              FY-End (#)               the-Money Options/SARs at FY-
            Name                     (#)              ($)         Exercisable/Unexercisable    End ($) Exercisable/Unexercisable
--------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>                  <C>                            <C>
John O. Kachmar                      Nil              Nil              1,037,500(1)/312,500           $260,000(1)/34,000
President and CEO
--------------------------------------------------------------------------------------------------------------------------------
Lorna D. MacGillivray             38,820(2)       $107,000(2)          237,500/162,500                $ 56,500/34,000
Vice President, Secretary
and General Counsel
--------------------------------------------------------------------------------------------------------------------------------
Paul J. Ireland                      Nil              Nil              150,000/150,000                $ 76,500/25,500
Vice President, Finance
--------------------------------------------------------------------------------------------------------------------------------
Gary A Cohoon                        Nil              Nil              137,500/187,500                $ 22,750/22,750
Vice President,
Exploration
================================================================================================================================
</TABLE>

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

(2)      Represents the deemed value of 100,000 Common Shares at a market value
         of $1.64 per share, less the exercise price of $0.57 per share. After
         tax withheld by the Corporation, 38,820 Common Shares were issued at
         $1.64 per share.

                             EMPLOYEE INCENTIVE PLAN

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

SHARE OPTION PLAN

         The Share Option Plan is intended to promote the interests of Campbell
and its shareholders by making provisions for stock options as an additional
incentive to attract, retain and motivate officers and salaried employees.
Grants are made at the discretion of the Board of Directors or a committee of
the board comprised of members, a majority of whom are not eligible to
participate in the Plan (the

                                                            10
<PAGE>   12
"Compensation Committee"). The Board of Directors or the Compensation Committee
may, in its discretion, determine which officers or employees will be granted
options, the number of Common Shares to be the subject of each option, the
purchase price of such shares and the duration of the options, which may not
exceed five years. The Board of Directors or the Compensation Committee may also
impose other terms and conditions respecting any option granted as it may
consider appropriate or necessary.

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

         During 1996, options to purchase 750,000 Common Shares were granted
under the Share Option Plan to four officers who are Named Executive Officers
defined under the Regulation and options to purchase 1,100,000 Common Shares
were granted to employees and officers who are not Named Executive Officers.
These options are exercisable at $1.48 per share and are exercisable as to 25%
immediately, with a further 25% becoming exercisable cumulatively on each of the
first, second and third anniversary dates and are accompanied by SARs. All of
the options were granted for a term of five years.

         During 1996, one Named Executive Officer exercised SAR's attached to
options to acquire 100,000 Common Shares to acquire 38,820 Common Shares (see
table on page 10) and employees who were not Named Executive Officers exercised
options to acquire an aggregate of 560,000 Common Shares for an aggregate
consideration of $517,950.

         As at December 31, 1996, a total of 3,475,000 Common Shares were
issuable upon exercise of options under the Plan including 1,975,000 Common
Shares issuable upon exercise of options held by the four Named Executive
Officers. Such options are exercisable at exercise prices ranging from $0.57 to
$1.48 per share. These options expire between August 17, 1998 and August 15,
2001.

SHARE PURCHASE PLAN

         The Share Purchase Plan is designed to encourage employees of Campbell
to purchase Common Shares on a regular basis. Employees of Campbell who have
been continuously employed by Campbell for at least one year, or less at the
discretion of the Compensation Committee or the Board of Directors, are eligible
each January 1 to participate in the Share Purchase Plan. Each eligible employee
may contribute up to 5% of his or her basic salary to the Share Purchase Plan
through monthly deductions. On a quarterly basis, Campbell will contribute an
amount equal to 50% of the employee's contributions to such date and each
participating employee will then be issued Common Shares having a value equal to
the aggregate amounts contributed by such employee and Campbell. In 1996, 5,886
Common Shares


                                       11
<PAGE>   13
were issued to Lorna D. MacGillivray in respect of which Campbell contributed
$2,875 and 5,887 Common Shares were issued to Gary A. Cohoon in respect of which
Campbell contributed $2,875 and 37,449 Common Shares were issued to employees
who are not Named Executive Officers in respect of which Campbell contributed
$18,381 pursuant to the Share Purchase Plan.

SHARE BONUS PLAN

         The Share Bonus Plan is intended to promote the interests of Campbell
and its shareholders by permitting the Board of Directors or the Compensation
Committee, in its discretion, to issue Campbell Common Shares to full-time
salaried employees of Campbell as a bonus in recognition of services provided to
Campbell by such employee. The issue of Common Shares to such employee may be
subject to such terms and conditions as are determined by the Board of Directors
or the Compensation Committee. During 1996, no Common Shares were issued
pursuant to the Share Bonus Plan.

SHARE LOAN PLAN

         The Share Loan Plan is intended to provide an additional incentive to
motivate full time officers who will make important contributions to the success
of Campbell by assisting such persons to acquire shares of the Corporation. The
Compensation Committee may in its discretion make loans to full time officers of
the Corporation. Such loans shall be subject to such terms and conditions
including rates of interest, if any, as the Compensation Committee may consider
appropriate. During 1996, no loans were granted and no loans are outstanding
under the Share Loan Plan.


                     INDEBTEDNESS OF DIRECTORS AND OFFICERS

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


                                  PENSION PLAN

         The Corporation has a defined benefit pension plan (the "Pension Plan")
available on a voluntary basis to all employees of the Corporation and its
subsidiaries other than those who are subject to the provisions of a collective
agreement. The Pension Plan provides a pension equal to 2% of the average annual
salary not including bonuses and other compensation during the three most highly
paid years for each year of credited service subject to the maximum benefit
limitation applicable to registered pension plans under the Income Tax Act
(Canada). Benefits under the Pension Plan vest after two years. Early retirement
is permitted after age 55, subject to reductions. The Pension Plan also provides
that certain members may be designated as "Class A" non-contributory members.
Head office and certain senior employees have been designated as "Class A"
non-contributory members.

         The following table sets forth the benefits calculated under the
Pension Plan at various salary levels and years of employment on the assumption
such benefits become payable upon retirement at age


                                       12
<PAGE>   14
sixty-five. Benefits under the Pension Plan are not reduced by social security
or other offset amounts. The payment of such benefits is subject to the maximum
benefit limitation applicable to registered pension plans under the Income Tax
Act (Canada) which currently is $1,722 for each year of service.

                               PENSION PLAN TABLE
================================================================================
<TABLE>
<CAPTION>
                                                                   Years of Service
                     -------------------------------------------------------------------------------------------------
Remuneration            15                     20                     25                   30                    35
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                    <C>                   <C>                   <C>
 $100,000            $30,000                $40,000                $50,000               $60,000               $70,000
----------------------------------------------------------------------------------------------------------------------
  125,000             37,500                 50,000                 62,500                75,000                87,500
----------------------------------------------------------------------------------------------------------------------
  150,000             45,000                 60,000                 75,000                90,000               105,000
----------------------------------------------------------------------------------------------------------------------
  175,000             52,500                 70,000                 87,500               105,000               122,500
----------------------------------------------------------------------------------------------------------------------
  200,000             60,000                 80,000                100,000               120,000               140,000
======================================================================================================================
</TABLE>


         The Chief Executive Officer does not participate in the Pension Plan.
Ms. MacGillivray had 3.4 years of credited service under the Pension Plan at
December 31, 1996. No other Named Executive Officer participates in the Plan.

                              EMPLOYMENT CONTRACTS

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

         On August 1, 1993, the Corporation entered into an employment agreement
with Ms. MacGillivray as Vice President, Secretary and General Counsel. The
agreement stipulates among other things, a base salary of $130,000 per annum
effective January 1, 1997. On December 1, 1994, Ms. MacGillivray's agreement was
amended to provide that in the event that Ms. MacGillivray's employment is
terminated, she will be entitled to be paid up to twenty-four months' salary and
benefits. In the event of a change of control, as defined, Ms. MacGillivray will
be entitled to resign within six months thereof and be paid twenty-four months'
salary and benefits. The amendment also provides that in the event of
resignation or termination, options held by Ms. MacGillivray will immediately
become fully exercisable. Such options will expire ninety days after resignation
or termination.

         On October 1, 1994, the Corporation entered into an employment
agreement with Mr. Paul J.


                                       13
<PAGE>   15
Ireland as Vice President, Finance. The agreement stipulated a base salary of
$130,000 effective January 1, 1997. On December 10, 1996, Mr. Ireland's
agreement was amended to provide that in the event that his employment is
terminated, he will be entitled to be paid up to twenty-four months' salary and
benefits. In the event of a change of control, as defined, Mr. Ireland will be
entitled to resign within six months thereof and be paid twenty-four months'
salary and benefits. The amendment also provides that in the event of
resignation or termination, options held by Mr. Ireland will immediately become
fully exercisable. Such options will expire ninety days after resignation or
termination.

                    COMPOSITION OF THE COMPENSATION COMMITTEE

         The Compensation Committee of the Board of Directors considers and
approves compensation, remuneration and incentive arrangements for directors,
officers and senior employees of the Corporation. The members of the
Compensation Committee are James C. McCartney, Q.C. (Chairman), James D. Beatty
and G. E. "Kurt" Pralle. Mr. McCartney is Chairman of the Corporation and he is
also Chairman of the Compensation Committee. Mr. McCartney is a senior partner
with the law firm McCarthy Tetrault which provides legal advice to the
Corporation. Neither Mr. Beatty nor Mr. Pralle is, nor was, at any time, an
officer or employee of the Corporation or any of its subsidiaries. The Committee
held its first meeting on February 28, 1994, at which an executive compensation
philosophy and policy, to be followed by the Committee in its future
consideration of executive compensation and incentive arrangements, was
approved.

                  EXECUTIVE COMPENSATION PHILOSOPHY AND POLICY

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

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

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

         - ANNUAL INCENTIVE COMPENSATION The Corporation currently does not
         offer a short-term variable pay or incentive plan but may in future
         implement an annual incentive plan. The Corporation's


                                       14
<PAGE>   16
         Employee Incentive Plan has a Share Bonus Plan component which may be
         used to provide annual incentive compensation. The use of this plan can
         combine both short and longer term incentives and, through increased
         shareholding, would also align the interests of executive officers with
         those of the Corporation's shareholders. Grants of annual bonuses would
         be based on the employee's contribution towards the Corporation's
         success in meeting its goals.

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

                        REPORT ON EXECUTIVE COMPENSATION

         In August, 1996, the Compensation Committee approved the granting of
additional stock options to executive officers of the Corporation under the
Employee Incentive Plan. In approving this grant of additional options, the
Committee took into account the number, terms and pricing of previously
outstanding options and the employee's level of responsibility and potential
contribution to the Corporation's achieving its long-term goals.

         The Committee also reviewed and recommended the granting of additional
options to directors under the Directors' Stock Option Plan at its August
meeting.

         Base salary and annual incentive compensation of senior executives were
reviewed by the Committee on December 9, 1996. Corporate performance relative to
1996 objectives was reviewed and the market performance of the Corporation's
Common Shares was compared to key market indices. The Committee also reviewed
the compensation arrangements of a peer group of five Canadian based gold
producers of similar size and circumstance. The recommendations of John O.
Kachmar, the Corporation's Chief Executive Officer, were taken into account by
the Committee.

         During this review, the Committee considered the appropriate balance
between the three components of executive compensation: base salary, annual
incentive compensation and long-term incentives. While base salaries were
increased, the cash compensation of executive officers was maintained in the
lower half of the peer group levels.

CHIEF EXECUTIVE OFFICER COMPENSATION

         In considering compensation of the Chief Executive Officer, the
Committee reviewed the Chief Executive Officer's performance in establishing and
pursuing a strategic direction for the Corporation; building and maintaining a
sound management team; providing leadership and implementing a course of action
to achieve the Corporation's goals and objectives, taking the necessary actions
to ensure that the


                                       15
<PAGE>   17
Corporation is profitable and pursuing all growth opportunities.

         In addition, the Committee considered the Chief Executive Officer's
contribution to the achievement of the Corporation's 1996 objectives. The Chief
Executive Officer's contribution in this area represented the most important
factor in the grant of the annual incentive award as set out in the Summary
Compensation Table. The Chief Executive Officer's compensation package was
compared to the peer group levels as discussed above. Both Mr. Kachmar's base
salary and annual incentive are in the lower half of the peer group levels. Mr.
Kachmar's base salary, which was established when he joined the Corporation in
August, 1993 and his annual incentive award were increased to ensure that his
compensation remains competitive with those of peer group companies.


March 13, 1997                      COMPENSATION COMMITTEE
                                    James D. Beatty
                                    James C. McCartney, Q.C.
                                    G. E. "Kurt" Pralle

                      SHAREHOLDER RETURN PERFORMANCE GRAPH

         The chart below (as required by the Regulation) compares the yearly
percentage change in the cumulative total shareholder return on the
Corporation's Common Shares against the cumulative total shareholder return of
The TSE 300 Stock Index for the five fiscal year periods commencing December 31,
1991 and ending December 31, 1996.

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



                                 [LINE GRAPH]

<TABLE>
<CAPTION>

                            Dec 31,       Dec 31,     Dec 31,     Dec 31,     Dec 31,     Dec 31,
                             1991          1992        1993        1994        1995        1996
                           ---------     ---------   ---------   ---------   ---------   ----------
<S>                        <C>            <C>         <C>         <C>         <C>         <C>
CCH Stock Price             100            82.61       191.3       167.39      286.96       271.74
TSE 300 Composite           100            98.57       130.65      130.42      149.37       191.71


</TABLE>


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


                                       16
<PAGE>   18
                             APPOINTMENT OF AUDITORS
                        (ITEM NO. 3 OF NOTICE OF MEETING)

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

                 OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

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

                            PROPOSALS BY SHAREHOLDERS

         Pursuant to the Canada Business Corporations Act (the "Act"),
resolutions intended to be presented by shareholders for action at the 1998
Annual Meeting must comply with the provisions of the Act and be deposited at
the Corporation's head office not later than January 24, 1998 in order to be
included in the Proxy Circular and form of proxy relating to such Meeting.

                             SOLICITATION OF PROXIES

         The Corporation will bear the cost of this proxy solicitation. The
Corporation will reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to beneficial owners of Common Shares and requesting authority to
execute proxies. In addition to the use of the mails, proxies may be solicited
by telephone or facsimile and in person, by the directors, officers and regular
employees of the Corporation, none of whom will receive any extra compensation
therefor.

                                  MISCELLANEOUS

         The Corporation files with the United States Securities and Exchange
Commission an annual report on Form 10-K containing certain information with
respect to the Corporation and its business and properties, including financial
statements and related schedules. A copy of this Form 10-K will be filed with
Canadian securities commissions in lieu of an Annual Information Form. Upon the
written request of any beneficial owner of the Corporation's Common Shares, the
Corporation will mail to such owner, without charge, a copy of its Form 10-K for
the fiscal year ended December 31, 1996. Requests for copies of the Form 10-K
should be addressed to:

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


                                       17
<PAGE>   19
                              APPROVAL BY DIRECTORS

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

                                By Order of the Board of Directors



                                /s/ Lorna D. MacGillivray
                                ---------------------------------------------
                                Lorna D. MacGillivray
                                Vice President, Secretary and General Counsel
Dated:  March 13, 1997


                                       18
<PAGE>   20
        FORM OF PROXY CAMPBELL RESOURCES INC.

          THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT AND THE BOARD OF
DIRECTORS FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY,
APRIL 24, 1997.

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

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

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

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

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

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

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

Dated this                            day of                            , 1997.


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

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

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