CAMPBELL RESOURCES INC /NEW/
10-Q, 1999-08-13
GOLD AND SILVER ORES
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<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ----------------------------------------


                                    FORM 10-Q
(Mark One)
[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                       For the Quarter ended JUNE 30, 1999

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from              to
                          Commission File Number 1-8488

                             CAMPBELL RESOURCES INC.
             (Exact Name of registrant as specified in its charter)

                   Under the Canada Business Corporations Act
                         (Jurisdiction of Incorporation)

              I.R.S. Employer Identification No. - Not Applicable

                        120 ADELAIDE ST. WEST, SUITE 1910
                         TORONTO, ONTARIO M5H 1T1 CANADA
                           TELEPHONE - (416) 366-5201

   (Address, including zip code, and telephone number including area code of
                    registrants principal executive offices)

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, and (2) has been subject to such filing requirements
for the past 90 days. YES  X  NO
                          ---    ---

Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date.

        Shares Outstanding as of June 30,1999, 156,903,041 Common Shares,
                               without par value

================================================================================
<PAGE>   2
                             CAMPBELL RESOURCES INC.

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                              Page
<S>                                                                                           <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Unaudited Consolidated Balance Sheets as at June 30, 1999 and December 31,
         1998 ............................................................................      3

         Unaudited Consolidated Statements of Operations for the Three Months and the Six
         Months Ended June 30, 1999 and 1998 .............................................      4

         Unaudited Consolidated Statements of Deficit for the Six Months Ended June 30,
         1999 and 1998....................................................................      4

         Unaudited Consolidated Statements of Cash Flows for the Three Months and the
         Six Months Ended June 30, 1999 and 1998..........................................      5

         Notes to the Unaudited Consolidated Financial Statements ........................      6

ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations .......................................................     11

PART II. OTHER INFORMATION:

ITEM 1.  Legal Proceedings................................................................     14

ITEM 2.  Changes in Securities............................................................     14

ITEM 3.  Defaults Upon Senior Securities..................................................     14

ITEM 4.  Submission of Matters to a Vote
         of Security Holders..............................................................     14

ITEM 5.  Other Information................................................................     14

ITEM 6.  Exhibits and Reports on Form 8-K.................................................     14

         SIGNATURES.......................................................................     15
</TABLE>


                                        2
<PAGE>   3
CAMPBELL RESOURCES INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                       UNAUDITED
                                                        JUNE 30        December 31
                                                          1999             1998
                                                       ---------       -----------
<S>                                                    <C>             <C>
ASSETS

CURRENT ASSETS
Cash and short-term deposits                           $  33,424        $  41,493
Receivables                                                2,063            2,653
Inventories (note 2)                                       4,279            4,538
Prepaids                                                     321              474
                                                       ---------        ---------
    Total current assets                                  40,087           49,158
                                                       ---------        ---------

OTHER ASSETS                                                 409              502
                                                       ---------        ---------

MINING INTERESTS                                         176,724          173,866
  less accumulated depreciation and amortization        (123,277)        (120,749)
                                                       ---------        ---------
                                                          53,447           53,117
                                                       ---------        ---------

    Total assets                                       $  93,943        $ 102,777
                                                       =========        =========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                       $   2,511        $   2,254
Accrued liabilities                                          803            1,215
                                                       ---------        ---------
    Total current liabilities                              3,314            3,469
                                                       ---------        ---------

RECLAMATION AND OTHER LIABILITIES                          2,049            2,571

CONVERTIBLE DEBENTURES (note 3)                            3,865            5,652

DEFERRED MINING TAXES                                      3,094            3,616

SHAREHOLDERS' EQUITY
Capital stock (note 4)                                   125,236          123,632
Foreign currency translation adjustment                      913            1,394
Deficit                                                  (44,528)         (37,557)
                                                       ---------        ---------
    Total shareholders' equity                            81,621           87,469
                                                       ---------        ---------

    Total liabilities and shareholders' equity         $  93,943        $ 102,777
                                                       =========        =========
</TABLE>


Commitments and contingencies (Note 6)


                                        3
<PAGE>   4
CAMPBELL RESOURCES INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in thousands of Canadian dollars except per share amounts)

<TABLE>
<CAPTION>
                                                  Three months ended               Six months ended
                                                        June 30                        June 30
                                               ------------------------        ------------------------
                                                 1999            1998            1999            1998
                                               --------        --------        --------        --------
<S>                                            <C>             <C>             <C>             <C>
METAL SALES                                    $  6,424        $  9,241        $ 13,025        $ 19,522
                                               --------        --------        --------        --------

EXPENSES
  Mining                                          7,655           9,033          15,463          18,557
  General administration                            694             661           1,463           1,356
  Depreciation and amortization                   1,373           1,640           2,762           3,261
  Exploration                                       573             458             909           1,050
  Care and maintenance                              549                             787
                                               --------        --------        --------        --------

                                                 10,844          11,792          21,384          24,224
                                               --------        --------        --------        --------

Loss from operations                             (4,420)         (2,551)         (8,359)         (4,702)
                                               --------        --------        --------        --------

Other income (expense)
  Interest and other income                         538             670           1,308           1,125
  Foreign exchange gain (loss)                       46             (12)             48              (7)
  Convertible debenture interest expense            (79)           (132)           (186)           (278)
                                               --------        --------        --------        --------

                                                    505             526           1,170             840
                                               --------        --------        --------        --------

Loss before income taxes                         (3,915)         (2,025)         (7,189)         (3,862)

Income and mining tax (recovery)                      8             (22)           (218)           (129)
                                               --------        --------        --------        --------

NET LOSS                                       $ (3,923)       $ (2,003)       $ (6,971)       $ (3,733)
                                               ========        ========        ========        ========


LOSS PER SHARE                                 $  (0.03)       $  (0.01)       $  (0.04)       $  (0.02)
                                               ========        ========        ========        ========
</TABLE>



UNAUDITED CONSOLIDATED STATEMENTS OF DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30
(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                     1999                1998
                                                   --------            --------
<S>                                                <C>                 <C>
Balance at beginning of period                     $(37,557)           $(16,709)
Net loss                                             (6,971)             (3,733)
                                                   --------            --------

Balance at end of period                           $(44,528)           $(20,442)
                                                   ========            ========
</TABLE>


                                        4
<PAGE>   5
CAMPBELL RESOURCES INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                             Three months ended               Six months ended
CASH PROVIDED BY (USED IN):                                        June 30                         June 30
                                                          ------------------------        ------------------------
                                                            1999            1998            1999            1998
                                                          --------        --------        --------        --------
<S>                                                       <C>             <C>             <C>             <C>
OPERATING ACTIVITIES
Net loss                                                  $ (3,923)       $ (2,003)       $ (6,971)       $ (3,733)
Items not involving cash
  Depreciation and amortization                              1,373           1,640           2,762           3,261
  Deferred mining taxes (recovery)                            (168)           (151)           (522)           (359)
  Other                                                        (87)             14            (522)            396
                                                          --------        --------        --------        --------
                                                            (2,805)           (500)         (5,253)           (435)
Net change in non-cash operating working capital            (1,177)          1,918           1,015           1,580
                                                          --------        --------        --------        --------
                                                            (3,982)          1,418          (4,238)          1,145
                                                          --------        --------        --------        --------

FINANCING ACTIVITIES
Issues of capital stock                                         34              39              34             102

INVESTING ACTIVITIES
Expenditures on mining interests                            (1,153)         (3,392)         (2,098)         (6,383)
Purchase of Roca Roja                                       (1,562)                         (1,562)
Short-term investments                                                       9,855                          28,097
Proceeds on sale of assets                                                     617                             617
Other                                                                          (50)                            135
                                                          --------        --------        --------        --------
                                                            (2,715)          7,030          (3,660)         22,466
                                                          --------        --------        --------        --------

Effect of exchange rate change on cash
    and short-term deposits                                   (288)            284            (205)            218
                                                          --------        --------        --------        --------

Increase (decrease) in cash and short-term deposits         (6,951)          8,771          (8,069)         23,931
Cash and short-term deposits at beginning of period         40,375          28,798          41,493          13,638
                                                          --------        --------        --------        --------

Cash and short-term deposits at end of period             $ 33,424        $ 37,569        $ 33,424        $ 37,569
                                                          ========        ========        ========        ========




CHANGES IN NON-CASH OPERATING WORKING CAPITAL
  Receivables                                             $   (200)       $  1,355        $    590        $    182
  Inventories and prepaids                                     182           1,133             580           2,496
  Accounts payable                                            (146)              2             257            (871)
  Accrued liabilities                                       (1,013)           (572)           (412)           (227)
                                                          --------        --------        --------        --------
                                                          $ (1,177)       $  1,918        $  1,015        $  1,580
                                                          ========        ========        ========        ========
</TABLE>


                                        5
<PAGE>   6
CAMPBELL RESOURCES INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1999
(Tabular amounts are expressed in thousands of Canadian dollars)


1--GENERAL

The Company is incorporated under the Canada Business Corporations Act and is
engaged in the exploration, development, mining and processing of precious
metals in Canada, Mexico and Panama.

These unaudited consolidated financial statements reflect all adjustments that
are, in the opinion of management, necessary for a fair statement of results for
the interim periods presented. The unaudited financial statements presented
herein have been prepared in accordance with the instructions to Form 10-Q and
do not include all the information and note disclosures required by generally
accepted accounting principles for complete financial statements. For further
information, refer to the financial statements and related footnotes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.

The financial statements are prepared in accordance with accounting principles
generally accepted in Canada and, except as described in note 7, conform in all
material respects with accounting principles generally accepted in the United
States.

The results of operations for the first six months of the year are not
necessarily indicative of the results to be expected for the full year.

2 -- INVENTORIES

Inventories comprise materials and supplies at June 30, 1999 and December 31,
1998.

3 -- CONVERTIBLE DEBENTURES

In July 1994, the Company issued US$11,005,000 of 7.5% Convertible Subordinated
Debentures. The debentures are unsecured, bear interest at 7.5% payable in
arrears on June 1 and December 1 each year and mature on July 21, 2004. The
debentures are convertible at the option of the holder into common shares of the
Company at any time prior to maturity at a conversion of US$0.50 per common
share. The debentures are redeemable for cash at any time after the fifth
anniversary of the date of issue or, at the Company's option, may be redeemed in
common shares on the basis of one common share for each US$0.50 of debenture
principal being redeemed. The right of the Company to redeem the 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 Company may, at its option, repay the debenture at maturity by
issuing common shares of the Company at the conversion price of US$0.50 per
common share.

During the six months ended June 30, 1999, debenture holders converted
US$1,067,000 (1998 - US$1,180,000) of debenture principal into 2,134,000 (1998 -
2,360,000) common shares of the Company resulting in a balance outstanding at
June 30, 1999 of US$2,626,000 (December 31, 1998 - US$3,693,000).


                                        6
<PAGE>   7
4 -- CAPITAL STOCK

Changes in the issued and outstanding common shares for the six months are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                    1999                      1998
                                           ---------------------     ---------------------
                                             Shares      Amount        Shares      Amount
                                           --------     --------     --------     --------
<S>                                        <C>          <C>          <C>          <C>
Common shares:

Balance at beginning of period              154,686     $123,632      151,445     $121,425

Issued:

  Conversion of convertible debentures        2,134        1,570        2,360        1,635

   Employee Incentive Plan and
    Directors' Stock Option Plan                 83           34          184          102
                                           --------     --------     --------     --------


Balance at June 30                          156,903     $125,236      153,989     $123,162
                                           ========     ========     ========     ========
</TABLE>

As of June 30, 1999, in addition to the shares reserved for issuance under the
terms of the convertible debentures (see note 3) there were outstanding stock
options under the Directors Stock Option Plan and the Employee Incentive Plan to
purchase 6,875,000 common shares at prices ranging from $0.44 to $1.48 per share
with such options expiring at various dates to August 18, 2003.

Loss per share has been calculated using the weighted average number of shares
outstanding during the six months which was 156,844,000 (1998 - 152,862,000) and
during the three months which was 156,862,000 (1998 - 152,986,000).

5-- STATEMENTS OF CASH FLOWS

During the first quarter of 1999 the Company adopted the provisions of the new
Canadian Institute of Chartered Accountants Handbook Section 1540 "Cash Flow
Statements". The Statement of Cash Flows for the three and six month periods
ended June 30, 1998 have been restated to conform to the new requirements. Cash
and short-term deposits consist of cash on hand, balances with banks and
short-term money market instruments (maturity on acquisition of less than 90
days).

Additional disclosures required with respect to the Statements of Cash Flows are
as follows:

<TABLE>
<CAPTION>
                          Three months ended June 30       Six months ended June 30
                          --------------------------       ------------------------
                               1999         1998               1999         1998
                               ----         ----               ----         ----
<S>                            <C>          <C>                <C>          <C>
Cash taxes paid                $168         $157               $281         $257
Cash interest paid             $147         $246               $148         $247
</TABLE>

6 -- COMMITMENTS AND CONTINGENCIES


a)       At June 30, 1999 the Company had outstanding sold calls for 33,200
         ounces of gold in 2001 and 20,000 ounces of gold in 2002 at an average
         price of US$350 per ounce.


                                        7
<PAGE>   8

b)       At June 30, 1999 the Company had sold forward US$5,000,000 to purchase
         Canadian dollars during 1999 at an average rate of Cdn$1.5225 to the US
         dollar.

c)       The Company's Joe Mann mine is subject to a graduated net smelter
         return royalty increasing from 1.8% up to a gold price of Canadian $512
         per ounce to 3.6% at a gold price of Canadian $625 per ounce.

d)       During 1996, the Company's Mexican subsidiary received import duty
         assessments following an audit 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. On May 26, 1997, the
         Company received notice that it was successful in its appeal against
         the assessments and that the Mexican pesos 9,200,000 was not payable.
         The charge against the assets will be released when the final tax
         assessment covering this matter is issued in favour of the Company by
         the tax authorities. 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 Company has been advised that
         this assessment is improper as it completely ignores the earlier
         ruling. Accordingly the Company 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.

e)       During 1991, a subsidiary of the Company entered into a corporate
         restructuring and financing arrangement ("Arrangement") in which it
         issued to a group of Canadian financial institutions $38,000,000 of
         Guaranteed Subordinate Debentures and Notes ("Debentures") and
         $12,000,000 of Guaranteed Non-Cumulative Redeemable Retractable
         Preferred Shares ("Preferred Shares"). The Debentures are unsecured,
         subordinate to all existing non-trade debt and future senior debt, bear
         interest at varying rates, are repayable upon maturity in 2007, and
         cannot be prepaid. The Preferred Shares are redeemable at any time at
         an amount of $240,000 per Preferred Share, rank equally and pari passu
         with the common shares for dividends when declared, and are retractable
         in 2007. In order to secure the performance of the Debentures and
         Preferred Shares the Company's subsidiary entered into an Interest Rate
         and Currency Exchange Swap Agreement ("Swap Agreement") with a major
         international bank. The Swap Agreement provides for the conversion of
         one floating rate interest basis to another and for differences in the
         timing of payments so as to match the interest payment requirements
         under the Debentures, repay the Debentures upon maturity and retract
         the Preferred Shares. All payments are denominated in Canadian dollars.
         The Company's subsidiary placed Canadian dollar deposits with the
         counter party to the Swap agreement which deposits have been charged to
         secure the performance under the Swap agreement. These deposits earn
         interest at Canadian Bankers Acceptance rates. The Swap Agreement was
         irrevocably assigned directly to the investors. Accordingly the bank is
         the primary obligor under the Arrangement.

f)       The Company is from time to time involved in various claims, legal
         proceedings and reassessments for income, mining and other taxes,
         arising in the ordinary course of business. The Company's current and
         proposed mining and exploration activities are subject to various laws
         and regulations governing the protection of the environment. These laws
         and regulations are continually changing and are generally becoming
         more restrictive. The Company conducts its operations so as to protect
         its employees, the general public and the environment and, to the best
         of its knowledge, believes its operations are in compliance with all
         applicable laws and regulations, in all material respects. The


                                       8
<PAGE>   9
         Company has made, and expects to make in the future, submissions and
         expenditures to comply with such laws and regulations. Where estimated
         reclamation and closure costs are reasonably determinable, the Company
         has recorded a provision for environmental liabilities based on
         management's estimate of these costs. Such estimates are subject to
         adjustment based on changes in laws and regulations and as new
         information becomes available.

g)       The Year 2000 Issue arises because many computerized systems use two
         digits rather than four to identify a year. Date-sensitive systems may
         recognize the year 2000 as 1900 or some other date, resulting in errors
         when information using year 2000 dates is processed. In addition,
         similar problems may arise in some systems which use certain dates in
         1999 to represent something other than a date. The effects of the Year
         2000 Issue may be experienced before, on, or after January 1, 2000,
         and, if not addressed, the impact on operations and financial reporting
         may range from minor errors to significant systems failure which could
         affect an entity's ability to conduct normal business operations.
         Although the Company is addressing this issue, it is not possible to be
         certain that all aspects of the Year 2000 Issue affecting the entity,
         including those related to the efforts of customers, suppliers, or
         other third parties, will be fully resolved.


7--DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
   ACCOUNTING PRINCIPLES

The reconciliation of net loss determined in accordance with generally accepted
accounting principles in Canada to net loss determined under accounting
principles which are generally accepted in the United States is as follows:

<TABLE>
<CAPTION>
                                                   Three months ended June 30   Six months ended June 30
                                                   --------------------------   ------------------------
                                                        1999         1998           1999         1998
                                                        ----         ----           ----         ----
<S>                                                   <C>          <C>            <C>          <C>
Net loss for period as reported                       $(3,923)     $(2,003)       $(6,971)     $(3,733)
Depreciation and amortization (a)                         526           43          1,039           89
Deferred income taxes (b)                                 (62)                       (180)
Foreign exchange contracts (d)                            390         (491)           828         (491)
                                                      -------      -------        -------      -------
Net loss for the year in accordance
with United States accounting principles              $(3,069)     $(2,451)       $(5,284)     $(4,135)
                                                      -------      -------        -------      -------

Other comprehensive income (loss):
Foreign currency translation adjustments                 (314)         516           (481)         458
                                                      -------      -------        -------      -------

Comprehensive loss for the year in accordance
with United States accounting principles              $(3,383)     $(1,935)       $(5,765)     $(3,677)
                                                      -------      -------        -------      -------

Loss per share for the year in accordance
with United States accounting principles
   Basic and fully diluted                            $ (0.02)     $ (0.02)       $ (0.03)     $ (0.03)
                                                      -------      -------        -------      -------
</TABLE>


                                       9
<PAGE>   10
Differences between Canadian and United States accounting principles as they
affect the Company's financial statements are as follows:

a)       Depreciation and Amortization - Under Canadian accounting principles,
         depreciation and amortization may be calculated on the
         unit-of-production method based upon the estimated mine life, whereas
         under United States accounting principles the calculations are made
         based upon proven and probable mineable reserves.

b)       Deferred Income Taxes - Under Canadian accounting principles income and
         mining taxes may be accounted for under the deferral method. Under
         United States accounting principles the asset and liability method (FAS
         109) is used, whereby deferred tax assets and liabilities are
         recognized for the deferred taxes attributable to differences between
         book value and the tax basis of the Company's assets and liabilities.

c)       Contingent Liability - Under United States accounting principles the
         contingent liability disclosed in note 6(e) would be reflected in the
         balance sheet. Accordingly, for United States accounting principles
         total assets and liabilities would increase by $50 million. The
         increase in assets represents investments (non-current) comprising
         Canadian dollar payments under the Swap agreement and Canadian dollar
         deposits with the counter party to the Swap agreement. The liabilities
         (non-current) represent the Guaranteed Subordinate Debentures and Notes
         of $38 million and the Guaranteed Non-Cumulative Redeemable Retractable
         Preferred Shares of $12 million which would be included outside of
         shareholders' equity.

d)       Foreign Exchange Contracts - In accordance with Canadian accounting
         principles, certain long-term foreign exchange contracts are considered
         to be hedges of sales revenue denominated in foreign currencies. Gains
         and losses related to changes in market values of such contracts are
         deferred and recognized when the contract is settled as part of sales
         revenue. Under United States accounting principles, changes in the
         market value of the contracts would be included in current earnings.

e)       Balance Sheets - The cumulative effect of the application of United
         States accounting principles, noted in (a) to (d) above, on the
         consolidated balance sheets of the Company as at June 30, 1999 and
         December 31, 1998 would be to decrease mining interests by $22,364,000
         (1998 - $23,403,000), increase long-term investments by $50,000,000
         (1998 - $50,000,000), increase prepaids by $252,000 (1998 - $nil),
         increase other liabilities by $nil (1998 - $576,000), increase
         long-term liabilities by $38,000,000 (1998 - $38,000,000), decrease
         deferred mining taxes by $2,567,000 (1998 - $2,747,000), increase
         preferred shares by $12,000,000 (1998 - $12,000,000) and reduce
         shareholders equity by $19,545,000 (1998 - $21,232,000).

f)       Other Recent Accounting Pronouncements - In June 1998, the FASB issued
         SFAS No. 133 "Accounting for Derivative Instruments and Hedging
         Activities." SFAS No. 133 establishes methods of accounting for
         derivative financial instruments and hedging activities related to
         those instruments as well as other hedging activities. The Company will
         be required to implement SFAS No. 133 for its fiscal year ending
         December 31, 2001. The Company has not yet determined the impact, if
         any, of the adoption of SFAS No. 133 on its reported financial
         position, results of operations or cash flows.


                                       10
<PAGE>   11
CAMPBELL RESOURCES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
JUNE 30, 1999

(all dollars are Canadian unless noted otherwise)

FORWARD-LOOKING STATEMENTS

This report contains certain "Forward-Looking Statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and is subject to certain
risks and uncertainties, including those "Risk Factors" set forth in the
Company's current Annual Report on Form 10-K for the year ended December 31,
1998. Such factors include, but are not limited to: differences between
estimated and actual ore reserves; changes to exploration, development and
mining plans due to prudent reaction of management to ongoing exploration
results, engineering and financial concerns; and fluctuations in the gold price
which affect the profitability and ore reserves of the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
release publicly any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect unanticipated events
or developments.

OVERVIEW

Campbell recorded a loss of $3.9 million or $0.03 per share for the three months
and a loss of $7.0 million or $0.04 per share for the six months ended June 30,
1999 compared to a loss of $2.0 million or $0.01 per share and $3.7 million or
$0.02 per share for the comparable periods of 1998. There was negative cash flow
from operations before the change in operating working capital of $2.8 million
in the quarter and $5.3 million in the six months ended June 30, 1999 compared
to negative cash flow of $0.5 million and $0.4 million in the comparative
periods of 1998. The increase in the loss is primarily a result of lower gold
production and lower realized gold prices marginally offset by a weaker Canadian
dollar. Gold production decreased by 24% in the second quarter to 16,000 ounces
from 21,100 ounces a year earlier and by 30% in the six months to 31,900 ounces
from 45,300 ounces a year earlier.

REVENUE

Revenue from metal sales decreased 30% to $6.4 million in the second quarter and
33% to $13 million in the six months compared to $9.2 million and $19.5 million,
respectively in 1998. The decrease is primarily attributable to the decrease in
gold production noted above combined with the 8% decrease in the average price
realized for gold sales during the six months compared to the same period of
1998.

The average price recognized for gold produced in the six months ended June 30,
1999 was US$279 compared to US$302 in the comparable period of 1998. The average
Comex market price was US$280 in the first six months of 1999 compared to US$297
in 1998. Currently the Company has no gold hedged for 1999 or beyond. The
Company is contemplating a longer-term hedging program for its Joe Mann Mine
should the gold price increase above the current low levels. Campbell's general
policy is to hedge up to 50% of its gold production for up to two years,
dependent on market conditions and capital expenditure commitments.


                                       11
<PAGE>   12
Revenue from copper production remained at approximately 4.9% of metal sales in
the first six months of 1999 compared to 4.3% in the same period of 1998. Copper
production in the second quarter at 341,000 pounds approximated the 1998 levels
and decreased to 645,000 pounds for the six months compared to 691,000 pounds in
1998 due to lower tons milled.

EXPENSES

Mining expense in the first six months of 1999 was $15.5 million and $7.7
million in the second quarter compared to $18.6 million and $9.0 million in the
comparable periods of 1998. The overall cash production cost increased to US$307
per ounce of gold for the six months and US$314 for the second quarter compared
to US$264 and US$267 in the comparable periods of 1998.

The Joe Mann Mine produced 31,100 ounces of gold in the first six months and
15,800 ounces in the second quarter compared to 36,600 ounces and 18,400 ounces
in the comparable periods of 1998. The tons milled decreased to 145,500 tons for
the six months and 76,000 tons for the three months ended June 30, 1999 compared
to 157,200 tons and 80,900 tons in 1998. The mill head grade decreased to 0.23
ounces of gold per ton in the six months and 0.223 ounces per ton in the second
quarter of 1999 compared to 0.252 and 0.246 ounces of gold per ton in the
respective periods of 1998. The mill recovery rate was 94% in the six months
compared to 93.7% in 1998. As a result of the lower gold production the cash
production cost increased to US$307 per ounce of gold for the six months and
US$314 for the quarter compared to US$278 and US$269 in the comparable periods
of 1998.

The Joe Mann Mine fell short of the Company's internal targets for the second
quarter in terms of gold production and consequently, unit cash costs due to a
number of factors. Delays in ramping up mining to 7 days per week affected
certain long-hole stopes where production will be delayed into the second half
of the year. As noted in the first quarter report, the upper part of certain
shrinkage stopes being mined using long-hole methods experienced ground control
problems resulting in excess dilution. In addition, certain lower grade stopes
have been removed from the mining plan following the fall in gold prices since
the beginning of the year. The West zone has also proved to be disappointing
with the grade in the stopes being inconsistent and lower than expected. As a
consequence, all development in the West has been suspended for the time being
and mining in this area will cease once available broken ore has been pulled
from the stopes.

As a result of these various negative factors including current low gold prices,
mine management has been reviewing the mining plans for the balance of 1999 and
2000. As previously discussed, the new zone on the 2575 level is to be mined
using cut-and-fill methods. This mining method is now to be employed for all
stopes below the 2350 level. This should result in cost savings overall as a
result of lower dilution and a higher percentage of ore extracted from the
stopes with no build up of broken ore inventory. It also has the added benefit
of reducing the total amount of development below the 2350 level. Campbell has
revised its target production for Joe Mann for 1999 to 66,000 ounces of gold at
a cash production cost of US$265 per ounce.

Campbell is currently reviewing the possibility of recommencing limited mining
operations at its Santa Gertrudis Mine in Mexico from certain economic deposits
as a means of generating cash flow to fund the property fixed costs and the
ongoing exploration effort. Gold production is expected in the fourth quarter.
The Santa Gertrudis Mine produced 700 ounces of gold in the six months and
approximately 200 ounces in the second quarter as a result of periodic pumping
of diluted solution over the heaps. This compares to 8,800 and 2,800 ounces of
gold in the same periods of 1998 when the heaps were being actively leached.
Commencing in the second quarter of 1999, the costs to maintain the mine
infrastructure is classified as care and maintenance expense. The cash


                                       12
<PAGE>   13
production cost at the Santa Gertrudis Mine during 1998 was US$201 per ounce in
the first six months and US$263 in the second quarter.

Depreciation and amortization expense decreased to $2.8 million for the six
months compared to $3.3 million in 1998 primarily due to lower gold production.
On a per ounce produced basis, depreciation and amortization for the first six
months of 1999 increased to $87 per ounce compared to $72 per ounce in 1998 as a
result of the effective cessation of production from the Santa Gertrudis Mine.


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, the Company's cash and short-term deposits and working capital
decreased to $33.4 million and $36.8 million, respectively compared to $41.5
million and $45.7 million, respectively at December 31, 1998. The decrease is
primarily attributable to the negative cash flow from operations and capital
expenditures during the first half. Cash flow from operations before the net
change in non-cash operating working capital was negative $5.3 million in the
first six months and $2.8 million in the second quarter of 1999 compared to
negative (as restated for the adoption of the new Canadian Institute of
Chartered Accountants Handbook Section 1540 "Cash Flow Statements") $0.4 million
and $0.5 million in the comparable periods of 1998.

Investing activities in the first six months of 1999 were $3.7 million and
include $1.6 million for the acquisition of the Roca Roja mine, a former gold
producer, adjacent to the Company's Santa Gertrudis Mine property in Mexico.
Expenditures on mining interests during the six months were $2.1 million
compared to $6.4 million in 1998. Expenditures during 1999 were at the Joe Mann
Mine primarily for exploration and development below the 2350 level. For 1998
the expenditures included $5.1 million at the Joe Mann Mine of which $4.1
million was for the shaft deepening and $1.2 million at the Cerro Quema property
in Panama. Sustaining capital expenditures are now forecast at $2.6 million for
1999, all at the Joe Mann Mine, primarily to develop the new production areas
below the 2350 foot level.

The Company's principal sources of liquidity are cash flow from the Joe Mann
Mine and the Company's working capital that amounted to $36.8 million at June
30, 1999. The Company is subject to the normal risks and uncertainties
associated with mining, including fluctuations in gold prices, the relative
U.S./ Mexican/ Canadian exchange rates, the ability of the Company to meet its
production estimates and any unforeseen environmental problems.

YEAR 2000 PROJECT

The Company is continuing to assess the personal computers at the Joe Mann Mine
for Year 2000 compliance, which is expected to be completed shortly. Contact
with external suppliers to ensure that the supply of goods and services
continues uninterrupted is ongoing. As discussed in previous filings, internal
evaluation of the mining and milling operations at the Joe Mann Mine have
concluded that the operations are largely manually controlled with negligible
input from equipment containing date sensitive devices. Accordingly these
operations are considered to be Year 2000 compliant. The Mexican operations will
be evaluated as part of the feasibility for any future production decision.


                                       13
<PAGE>   14
ITEM 1.           Legal Proceedings

                  Not applicable

ITEM 2.           Changes in Securities

                  Not Applicable

ITEM 3.           Defaults Upon Senior Securities

                  None

ITEM 4.           Submission of Matters to a Vote of Security Holders

                  At the Annual and Special Meeting of Shareholders held on May
                  18, 1999, the shareholders voted on election of a slate of
                  nine directors comprised of Messrs. Beatty, Clow, Douglas,
                  Kachmar, McCartney, Murphy, O'Kelly, Pralle, and Raymond.
                  105,035,661 votes were cast in favour of election of the slate
                  with 832,286 withheld.

                  At this meeting, the shareholders also voted on the
                  re-appointment of KPMG LLP as auditors for the coming year and
                  authorizing the directors to fix remuneration. 117,500,143
                  votes were cast in favour of this item and 795,166 votes were
                  withheld.

                  Shareholders also approved an additional 3,500,000 common
                  shares for use under the Employee Incentive Plan. 98,014,453
                  votes were cast in favour, 19,481,282 votes were cast against
                  and 1,219,943 votes were withheld.

ITEM 5.           Other  Information

                  None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      27.1 Financial Data Schedule.

                  (b       No reports on Form 8-K were filed during the three
                           months ended June 30, 1999.


                                       14
<PAGE>   15
                                   SIGNATURES

         Pursuant to the requirements 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.




                         "PAUL J. IRELAND"
                         ---------------------------------------------------
                         Paul J. Ireland
                         Vice President, Finance and Chief Financial Officer
                         (Principal Financial and Accounting Officer and
                         authorized signatory)

Toronto, Ontario
August 11, 1999


                                       15
<PAGE>   16
                             CAMPBELL RESOURCES INC.
                            FORM 10-Q - JUNE 30, 1999

                                  EXHIBIT INDEX



                  27.1      Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF OPERATIONS AND
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> CANADIAN $

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<EXCHANGE-RATE>                                  0.679
<CASH>                                          33,424
<SECURITIES>                                         0
<RECEIVABLES>                                    2,063
<ALLOWANCES>                                         0
<INVENTORY>                                      4,279
<CURRENT-ASSETS>                                40,087
<PP&E>                                         176,724
<DEPRECIATION>                                 123,277
<TOTAL-ASSETS>                                  93,943
<CURRENT-LIABILITIES>                            3,314
<BONDS>                                          3,865
                                0
                                          0
<COMMON>                                       125,236
<OTHER-SE>                                    (43,615)
<TOTAL-LIABILITY-AND-EQUITY>                    93,654
<SALES>                                         13,025
<TOTAL-REVENUES>                                13,025
<CGS>                                           19,134
<TOTAL-COSTS>                                   19,134
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 186
<INCOME-PRETAX>                                (7,189)
<INCOME-TAX>                                     (218)
<INCOME-CONTINUING>                            (6,971)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (6,971)
<EPS-BASIC>                                     (0.04)
<EPS-DILUTED>                                   (0.04)


</TABLE>


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