Campbell Resources



 





EXHIBIT 4.11




April 18, 2006




Campbell Resources Inc.

Suite 1405, 1155 University

Montreal, Quebec

H3B 3A7




Attention:
Andró Y. Fortier, President and Chief Executive Officer




Dear Sirs:



Nuinsco Resources Limited (“Nuinsco”) understands that Campbell Resources Inc. (“Campbell”) has
obtained an initial order under the Companies Creditors Arrangement Act (the “CCAA”) and
that, in connection therewith, Campbell is undertaking a reorganization of its affairs
(the “Reorganization”).



Nuinsco is pleased to submit the following offer for consideration by you for the purposes of
providing you with the requisite management and financial support to complete the Reorganization.



The purpose of this letter is to outline the principal business terms on which Nuinsco would be
prepared to:





	 	(a)	 	provide interim and ongoing management services (the “Management Services”)
respecting the operations management of Campbell’s mines (collectively the “Mines”),
	 
	 	(b)	 	assist Campbell in obtaining funding for the development of
the Copper Rand
Mine to a minimum of $5,000,000 (the “Copper Rand Mine
Funding”),
	 
	 	(c)	 	subscribe for $2,500,000.00 of Units at the Subscription Price (the “Nuinsco
Placement”) (as such capitalized terms are hereinafter defined); provided that it
shall be a condition of the closing of the  Nuinsco Placement that:






	 	(i)	 	the number of common shares in the capital of Campbell (each
a “Common Share”) comprising part of the Nuinsco Placement shall represent
10% of the number of outstanding Common Shares calculated on a fully diluted
basis after giving effect to the Private Placement and the Rights Offering (as
such capitalized terms are hereinafter defined);
	 
	 	(ii)	 	Campbell shall have completed:






	 	(A)	 	a private placement (the “Private Placement”)
of units (each, a “Unit”), (each Unit comprised of one Common Share
and one-half of one Common Share purchase warrant of Campbell) at a






 









 








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	 	 	 	subscription price of $0.08 per Unit (the “Subscription Price”) to
raise at least $8,000,000.00; and
	 
	 	(B)	 	a rights offering (the “Rights Offering”) to
raise up to $5,000,000.00 pursuant to which the shareholders of
Campbell will be granted the right to purchase Units at this
Subscription Price,






	 	 	 	(the Nuinsco Placement, the Private Placement and the Rights
Offering being
hereinafter collectively referred to as the “Equity Funding”), and
	 
	 	(d)	 	obtain a non-recourse project loan (the “Corner Bay Loan”), in an amount up to
a maximum of S4,000,000 and/or other financing sufficient to develop and bring into
commercial production a mine above the 250 m level at Campbell’s Corner Bay Property
in accordance with a feasibility study to be prepared by Nuinsco at Campbell’s cost,
subject to the approval of Campbell’s board of directors.




If this proposal is accepted by you, items (a), (b) and (c) above will form part of the plan (the
“Plan”) to be proposed by Campbell under its CCAA
proceedings. The Copper Rand Funding, the Corner
Bay Loan and the Equity Funding will comprise the sole debt and/or equity financing to be provided
under the Reorganization (other than arrangements made with Campbell’s existing creditors) and the
uncontested Court approval of the Plan and the Funding, including the terms and conditions
thereof, will be a condition precedent to the consummation of the transactions herein described.



Part 1 of this letter constitutes a letter of intent as to the principal business terms upon which
Nuinsco is prepared to proceed. Nothing contained in Part 1 is intended to be, or shall be
construed as, a binding agreement, or shall give rise to legal rights or liabilities, all of which
shall be subject to negotiation and the execution of definitive agreements. Part 2 of this letter
is intended, and shall be construed as, a binding agreement, but only as to the specific matters
and for the specific periods referred to therein, subject to the approval of Campbell’s Court
appointed monitor or the Court, as applicable.




PART 1





	1.	 	Immediately following Campbell’s acceptance hereof, Nuinsco shall commence the update of a
business plan and investor presentation to be used for the purposes of completing the Equity
Funding and Campbell and its executives and employees shall provide Nuinsco, in a timely
manner, with all assistance, information and documents requested by Nuinsco, from time to
time, in order to permit Nuinsco to prepare and complete such business plan and investor
presentation.






	2.	 	Nuinsco anticipates that $10,500,000 of the proceeds of the
Equity Funding will be placed in
a separate bank account assuming that the Equity Funding totals $15,500,000 and will be
advanced from time to time as development work is undertaken over a period of approximately 4
months from the commencement of the development program at the








 









 








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	 	 	Copper Rand Mine and as provided for in the Corner Bay Property feasibility study to be
prepared by Nuinsco.






	3.	 	In consideration of Nuinsco assisting Campbell in obtaining
the funding to complete the
Reorganization, upon the closing of the Equity Funding, Nuinsco shall be issued purchase
warrants (each a “Warrant” ) of Campbell equal to 20% of the number of Common Shares
outstanding after giving effect to the Equity Funding, with each Warrant entitling Nuinsco to
purchase one Common Share at an exercise price of $0.10 per share exercisable until the second
anniversary of the closing of the Equity Funding. Nuinsco shall agree to refrain from voting
Common Shares representing more than 19.9% of the issued and outstanding Common Shares at any
meeting of the shareholders of Campbell in the event that the Toronto Stock Exchange requires
such undertaking as a condition to approving the issuance of such Warrants and/or the
underlying Common Shares. If such Exchange requires the shareholders of Campbell to approve
any matter relating to the issuance of such Warrants and/or the underlying Common Shares or
any other Common Shares issuable pursuant to this letter, Campbell shall present such matter
to its shareholders at the next shareholders’ meeting and shall recommend that shareholders vote
in favour of such matter. The proceeds from the exercise of the Warrants shall be used to
repay the Corner Bay Loan to the extent the same is outstanding at the time of any exercise of
any of the Warrants.






	4.	 	Upon the execution of a definitive agreement with a lender respecting the Corner Bay Loan or
prior to commencement of the development of the Corner Bay
deposit, whichever occurs first,
Campbell shall transfer to Nuinsco, for no cost, an undivided 50% interest in all of the
Corner Bay Property, free and clear of all liens, encumbrances, royalties and other interests
whatsoever (other than a 2% net smelter return royalty payable in respect of sales exceeding
750,000 tons of ore and the encumbrances created pursuant to the Corner Bay Loan). The Corner
Bay Loan will be repaid out of the first project cash flow from the
Corner Bay Property and the
balance of the  cashflow, after retention of mutually agreeable working capital, shall be shared
equally between Campbell and Nuinsco. Prior to the transfer of the
Corner Bay Property, Nuinsco
and Campbell shall form a joint venture and execute a joint venture agreement respecting their
ownership and operation of the Corner Bay Property (including the use of the proceeds of the
Corner Bay Loan, if any), on mutually acceptable terms and conditions. The proceeds of the
Corner Bay Loan shall be deposited in the joint venture’s bank account.






	5.	 	On or before May 1, 2006, Nuinsco and Campbell shall enter into an agreement (the “Management
Agreement” ) pursuant to which Nuinsco shall agree to provide the Management Services to
Campbell commencing immediately following the approval of such agreement by Campbell’s court
appointed monitor or the approval of the court, as applicable. The Management Agreement shall
provide inter alia, the following:






	 	(a)	 	Nuinsco shall be appointed the exclusive consultant of Campbell to provide
Management Services;






 









 








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	 	(b)	 	if the Equity Funding is completed, neither party shall be entitled to terminate
the Management Agreement prior to April 30, 2007, and thereafter Nuinsco shall be
entitled to terminate the agreement upon 30 days’ prior written notice and Campbell
shall be entitled to terminate the agreement upon 180 days’ prior written notice;
	 
	 	(c)	 	in the event that the Corner Bay Property is brought to production, the
Management Agreement shall be amended upon terms and conditions to be mutually agreed
upon in order to reflect the fact that thereafter Nuinsco shall provide the Management
Services on a long-term basis;
	 
	 	(d)	 	Nuinsco shall be issued 2,000,000 Common Shares upon commencement of the
provision of the Management Services and 1,000,000 Common Shares upon closing of the
Equity Funding;
	 
	 	(e)	 	Nuinsco shall be paid $25,000 plus 200,000 Common Shares (up to a maximum of
4,000,000 Common Shares), in advance on the first day of each month commencing with the
month of May 2006 whether or not the Equity Funding are completed;
	 
	 	(f)	 	Nuinsco shall provide the services of Warren Holmes, Brian Robertson, Paul
Jones and/or other qualified individuals for an aggregate minimum of 120 hours per
month until April 30, 2007 and thereafter 40 hours per month;
	 
	 	(g)	 	Campbell shall pay all travelling, accommodation and other reasonable third
party expenses incurred by or on behalf of such individuals in providing the
Management Services and shall pay all consultants and advisors retained, from time to
time, at the request of Nuinsco to assist in managing and/or operating the Mines;
	 
	 	(h)	 	Nuinsco and the foregoing individuals shall report directly to Campbell’s
Chief Executive Officer; and
	 
	 	(i)	 	so long as Nuinsco is providing Management Services to Campbell and/or holds
an interest in the Corner Bay Property, Nuinsco shall be entitled to nominate two
individuals as directors of Campbell in addition to the incumbent seven (7) directors
and one additional individual for each additional director of Campbell elected or
appointed after the date hereof (other than Nuinsco’s foregoing two nominees).






	6.	 	Pending the execution of the Management Agreement, Campbell shall reimburse Nuinsco for all
out of pocket costs incurred by it or on its behalf in respect of providing consulting and
other services to Campbell prior to, on and after the date hereof (including the preparation
of the business plan referred to in Section 1 and related due diligence) and Campbell shall
pay such amounts immediately following receipt of third party invoices therefor. All
outstanding amounts payable to Nuinsco under this Section 6 shall be paid






 









 








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	 	 	at the closing of the Nuinsco Placement and, at the election of Campbell, such amount
may be settled through the issuance of Units to Nuinsco as part of the Nuinsco Placement, in
which event the amount of Nuinsco’s cash subscription under the Nuinsco Placement shall be
reduced by the amount of such settlement.






	7.	 	Nuinsco, together with Sprott Securities Inc., shall have the option to purchase such number
of Units at the Subscription Price as shall be equal to the number of Units which are not
subscribed for pursuant to the Rights Offering; such option to be exercisable either by way of
a private placement (which shall be closed on or before the closing of the Equity Funding) or
pursuant to a subscription privilege granted as part of the Rights Offering.






	8.	 	So long as Nuinsco holds Common Shares and/or other securities of Campbell (including the
Warrants) which represent (upon exercise, exchange and/or conversion of such other securities
held by Nuinsco) more than 10% of the total number of issued and outstanding Common Shares
plus the number of Common Shares issuable to Nuinsco upon the exercise, exchange and/or
conversion of the Warrants and other securities of Campbell held by Nuinsco, Nuinsco shall
have:






	 	(a)	 	a right of first refusal to subscribe for up to 100% of any Common Shares
and/or securities exercisable into, exchangeable for or convertible into Common Shares
offered, from time to time, by Campbell, including any such securities which Campbell
proposes to issue to its creditors pursuant to the Reorganization (but excluding Common
Shares issuable pursuant to Campbell’s stock option plan); and
	 
	 	(b)	 	if Nuinsco does not exercise such right of refusal in respect of any offering,
a pre-emptive right in respect to such offering to purchase Common Shares and/or other
securities of Campbell to maintain its then current interest in Campbell.






	9.	 	The agreements referred to above and all other related agreements shall contain the terms and
conditions contained in this letter and shall contain other representations, warranties,
covenants, terms and provisions standard to transactions of this nature.






	10.	 	The closing of the Equity Funding shall be subject to,
inter alia, the following conditions
to be performed for the benefit of Nuinsco at or prior to such closing:






	 	(a)	 	the parties shall have entered into the Management Agreement;
	 
	 	(b)	 	all corporate, legal and regulatory proceedings, approvals and consents which
are reasonably considered necessary by the solicitors of Nuinsco shall have been taken
or obtained by Campbell in connection with the transfer to Nuinsco of an undivided 50%
interest in the Corner Bay Property as contemplated by Section 4, the Equity Funding,
the issuance of the Warrants and the Common Shares issuable to
Nuinsco hereunder and the
entering into of the Management Agreement (collectively, the “Transaction”) and the
Reorganization;








 









 








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	 	(c)	 	all approvals required under the CCAA concerning the Transaction (including a court order
(the “Court Order”) approving and authorizing the
Transaction (in respect of which there are
no appeals and there has been granted no stay of proceedings)), in form and substance
satisfactory to Nuinsco and the CRM Lender, shall have been obtained;
	 
	 	(d)	 	all approvals of the secured creditors of Campbell to the subordination of their respective
security interests in favour of the lender of the Corner Bay Loan, in form and substance
satisfactory to Nuinsco and the lender of the Corner Bay Loan, shall have been obtained;
	 
	 	(e)	 	Nuinsco shall have completed its investigation into Campbell and shall, in its sole
discretion, acting reasonably, have been satisfied with the results thereof;
	 
	 	(f)	 	Nuinsco shall have received legal opinions from counsel to Campbell, in form and substance
satisfactory to it acting reasonably, concerning, among other things:






	 	(i)	 	the due incorporation, subsistence and authorized and issued capital of
Campbell;
	 
	 	(ii)	 	the compliance by Campbell with all applicable laws and regulations relating
to the completion of the Transaction and the Reorganization; and
	 
	 	(iii)	 	the completion of the Transaction;
	 
	 	(iv)	 	the issuance of the Common Shares and the Warrants and the reservation for
issuance of the Common Shares issuable thereunder (including standard securities law
opinions relating thereto); and
	 
	 	(v)	 	due authorization, execution, delivery and enforceability of all documents
executed by Campbell in respect of the Transaction;






	 	(g)	 	there shall have been no material adverse changes in the business, affairs, conditions or
prospects of Campbell or the Mines, whether financial or otherwise, from the date hereof to
the date of the closing of the Transaction;
	 
	 	(h)	 	from and after the date hereof Nuinsco shall have approved the incurring or assumption by
Campbell of any liabilities or obligations outside the normal business activities and the
acquisition of any capital assets;
	 
	 	(i)	 	at the time of closing of the Transaction, there shall be no action, suit, proceeding (at
law or in equity), claim or demand by any person, or any investigation or arbitration or
administrative or other proceeding by or before (or any investigation by) any governmental or
other instrumentality or agency outstanding, pending or threatened against or affecting
Campbell or any of its property, or assets, or which questions the validity of any action
taken by Campbell;






 









 








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	 	(j)	 	all of the material contracts, agreements, engagements, or commitments to
which Campbell is a party or by which it is bound shall be in form and substance
satisfactory to Nuinsco acting reasonably and shall be in full force and effect and
unamended and Campbell shall not be in default in any material respect; and
	 
	 	(k)	 	the proposed terms and conditions of the Reorganization shall be satisfactory
to Nuinsco, acting reasonably.






	11.	 	It is the intention of the parties that the definitive
agreements shall be executed as soon
as practicable and that the Transaction shall be completed on or before April 30, 2006.





PART 2





	12.	 	Forthwith upon the mutual execution of this letter:






	 	(a)	 	Campbell shall make full disclosure to Nuinsco (and its
authorized representatives) of its financial position and condition, business,
operations, assets, liabilities and such other matters or information relevant or
material to the Transaction (all of the foregoing, collectively “Information”); and
	 
	 	(b)	 	Nuinsco shall be entitled to make such examinations and investigations
(including by its authorized representatives) of the Information possessed by or in the
control of Campbell as it may reasonably require, and for this purpose, on reasonable
notice, shall be entitled to consult with the advisors and to have access to the Mines
and the premises of Campbell, for the inspection and production of relevant books,
records, financial statements and other data it deems appropriate.






	13.	 	Each of the parties agrees that it shall co-operate in good faith with the other with a view
to:






	 	(a)	 	negotiating and executing definitive agreements;
	 
	 	(b)	 	obtaining on a timely basis any regulatory, creditor, shareholder or other
consent, approval or exemption reasonably required in connection with the Transaction
and Reorganization; and
	 
	 	(c)	 	completing any necessary filing with any regulatory authority.






	14.	 	Campbell agrees that it shall:






	 	(a)	 	not take any steps, directly or indirectly, which may in any way adversely
affect the Transaction;
	 
	 	(b)	 	immediately disclose to Nuinsco any material change (within the meaning of the
Securities Act (Ontario)) in relation to its business, affairs, conditions and
prospects; and








 









 








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	 	(c)	 	not, directly or indirectly, solicit, initiate, assist or encourage enquiries,
submissions or proposals or offers from any other person relating to, or facilitate or
encourage any effort or attempt involving:






	 	(i)	 	the acquisition or disposition of any of the issued and
outstanding shares of Campbell;
	 
	 	(ii)	 	the issuance of any share, or securities exercisable for,
convertible into or exchangeable for shares, in the capital of Campbell, other
than shares reserved for issuance on the date hereof and securities issuable
pursuant to the provisions hereof;
	 
	 	(iii)	 	the refinancing of Campbell by way of debt and/or equity
(other than as part of the Reorganization);
	 
	 	(iv)	 	the direct or indirect acquisition of any material part of the
assets of Campbell; or
	 
	 	(v)	 	an amalgamation, arrangement (other than as part of the
Reorganization), consolidation, recapitalization (other than as part of the
Reorganization), liquidation or winding-up of, or other business combination
or similar transaction involving Campbell






	 	 	 	(each an “Alternative Transaction”)






	 	 	 	and further agrees it will not participate in any discussions or negotiations regarding, or
(except as required by law) furnish to any other person any information with respect to, or
otherwise co-operate in any way with, or assist or participate in or facilitate or
encourage any effort or attempt or enter into any commitment or agreement respecting any
Alternative Transaction.
	 
	 	15.	 	Campbell shall immediately cease and cause to be terminated all existing discussions and
negotiations, if any, with any parties conducted before the date
hereof with respect to any
Alternative Transaction. Campbell agrees not to release any third party from any
confidentiality or standstill obligation contained in any agreement to which Campbell and such
third party are parties.
	 
	 	16.	 	Any public or other announcement with respect to the Transaction, except as may be required
by any law or rules of any stock exchange, will be made only upon the mutual agreement of
Nuinsco and Campbell; provided, however, that in the event of a request by any regulatory body
for disclosure by either party or in the event of a legal requirement to make disclosure, the
party making such disclosure shall consult with the other party prior to making any statement
or press release and each party shall use all reasonable efforts, acting in good faith, to
agree upon the text for such statement or press release. If a party is subject to a legal
requirement to make disclosure, that party shall have the final determination as to the timing
and content of such disclosure but shall make only such disclosure as it, acting reasonably,
believes to be necessary to comply with the legal








 









 








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	 	 	 	requirement or as is otherwise agreed to by each of the parties. Information respecting
this agreement, the Transaction and any of the transactions contemplated herein, including
any subsequent negotiations and procedures relating thereto shall otherwise be kept in the
strictest of confidence by the parties and their respective authorized representatives.
	 
	 	17.	 	In the event that prior to December 31, 2006, Campbell enters into an agreement with any
person to implement an Alternative Transaction, completes an Alternative Transaction or the
Transaction is not completed other than solely as a result of the failure by Nuinsco to
complete the Nuinsco Placement, then Campbell shall pay to Nuinsco the amount of $200,000,
which amount shall be payable to Nuinsco upon demand in immediately
available funds. This
Section 17 shall survive the expiration or termination hereof.
	 
	 	18.	 	Campbell shall reimburse Nuinsco for all of the legal fees and disbursements incurred by
Nuinsco prior to, on and after the date hereof in connection with the preparation of this
letter and in connection with all of the transactions contemplated hereby, forthwith following
receipt of invoices therefor.
	 
	 	19.	 	The agreements contained in Part 2 of this letter shall take effect on the date of execution
hereof and shall, in the cases of sections 12 to 16, inclusive, expire on May 31, 2006 unless
otherwise mutually agreed by the parties.
	 
	 	20.	 	This letter shall be governed by and interpreted in accordance with the laws of the Province
of Ontario and the federal laws of Canada applicable therein.
	 
	 	21.	 	The parties hereto specify that it is their express wish that this letter and other related
documents be drawn up and executed in English. LES PARTIES SIGNANT CETTE LETTRE
RECONNAISSENT QU’ELLES ONT EXIGE QUE CETTE LETTRE DE MEME QUE TOUS LES AUTRE DOCUMENTS S’Y
RAPPORTANT SOIENT REDIGES ET EXECUTES EN LANGUE ANGLAISE.
	 
	 	22.	 	This letter may be executed by the parties hereto is separate counterparts or duplicates each
of which when so executed and delivered shall be an original, but all such counterparts or
duplicates shall together constitute one and the same instrument, and any of the parties
hereto may execute this letter by signing any of such counterpart and delivering same by
telecopy or otherwise in writing (each delivery by any of such means to be deemed to be
delivery of an originally executed counterpart for all purposes).








 









 









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Kindly
indicate your acknowledgement of, and in the case of Part 2, your agreement with, the
foregoing, by executing and returning a copy of this letter. The proposal and offer made herein
shall automatically lapse and expire at 5:00 p.m. (Toronto time) on
April 21, 2006, unless accepted
prior thereto.




	 	 	 	 	 
	Yours very truly,	 	 
	 
	 	 	 	 
	NUINSCO RESOURCES
LIMITED	 	 
	 
	 	 	 	 
	By:

	 	/s/ W.W. Holmes
 

	 	 
	 
	 	 	 	 
	Acknowledged and, in the case of Part 2, agreed,	 	 
	as of the
24th
 day

of April                     , 2006.	 	 
	 
	 	 	 	 
	CAMPBELL RESOURCES,
INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ André Fortier	 	 
	 

	 	 	 	 
	 

	 	Authorized signing officer