CAMPBELL RESOURCES INC /NEW/
10-Q, 2000-11-13
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 SEPTEMBER 30, 2000

                                       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 September 30,2000, 15,762,270 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

         Consolidated Balance Sheets as at September 30, 2000 (Unaudited) and December 31, 1999 .........       3

         Consolidated Statements of Operations (Unaudited) for the Three Months and the Nine Months
         Ended September 30, 2000........................................................................       4

         Consolidated Statements of Deficit (Unaudited) for the Nine Months Ended September 30, 2000.....       4

         Consolidated Statements of Cash Flows (Unaudited) for the Three Months and the Nine Months
         Ended September 30, 2000........................................................................       5

         Notes to the Consolidated Financial Statements (Unaudited) .....................................       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
                                                        September 30   December 31
                                                            2000          1999
                                                        --------------------------
<S>                                                     <C>             <C>
ASSETS

CURRENT ASSETS
Cash and short-term deposits                            $   9,979       $  18,219
Money market instruments                                                    7,958
Receivables                                                 3,013           1,999
Inventories (note 3)                                        4,749           4,891
Prepaids                                                      417             460
                                                        ---------       ---------
    Total current assets                                   18,158          33,527
                                                        ---------       ---------

OTHER ASSETS                                                  132             194

FUTURE INCOME TAX ASSET                                     1,600

MINING INTERESTS                                          186,596         178,538
    less accumulated depreciation and amortization       (129,139)       (125,125)
                                                        ---------       ---------
                                                           57,457          53,413
                                                        ---------       ---------

    Total assets                                        $  77,347       $  87,134
                                                        =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                        $   2,638       $   1,104
Accrued liabilities                                         1,261           1,003
Future income tax liability                                   888
                                                        ---------       ---------
    Total current liabilities                               4,787           2,107
                                                        ---------       ---------

ACCRUED RECLAMATION                                         2,306           2,169

CONVERTIBLE DEBENTURES (note 4)                             3,882           3,718

FUTURE INCOME AND MINING TAX LIABILITY                      1,492           1,716

OTHER LIABILITIES                                             949           1,751

SHAREHOLDERS' EQUITY
Capital stock (note 5)                                    125,347         125,339
Foreign currency translation adjustment                     1,320             593
Deficit                                                   (62,736)        (50,259)
                                                        ---------       ---------
    Total shareholders' equity                             63,931          75,673
                                                        ---------       ---------
    Total liabilities and shareholders' equity          $  77,347       $  87,134
                                                        =========       =========
</TABLE>


Commitments and contingencies (note 7)


                                        3
<PAGE>   4

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

<TABLE>
<CAPTION>
                                                 Three months ended            Nine months ended
                                                 ------------------            -----------------
                                                     September 30                 September 30
                                                     ------------                 ------------
                                                  2000           1999           2000           1999
                                                  ----           ----           ----           ----
<S>                                           <C>            <C>            <C>            <C>
METAL SALES                                   $  5,947       $  5,699       $ 10,750       $ 18,724
                                              --------       --------       --------       --------

EXPENSES
  Mining                                         9,651          6,078         17,772         21,541
  General administration                           745            762          2,104          2,225
  Depreciation and amortization                  2,245          1,191          3,451          3,953
  Exploration                                      633            759          1,712          1,668
  Care and maintenance                              71            540            288          1,327
                                              --------       --------       --------       --------
                                                13,345          9,330         25,327         30,714
                                              --------       --------       --------       --------

Loss from operations                            (7,398)        (3,631)       (14,577)       (11,990)
                                              --------       --------       --------       --------

Other income (expense)
  Other income                                     698         (2,000)         1,498           (644)
  Convertible debenture interest expense           (80)           (85)          (236)          (271)
                                              --------       --------       --------       --------

                                                   618         (2,085)         1,262           (915)
                                              --------       --------       --------       --------

Loss before taxes                               (6,780)        (5,716)       (13,315)       (12,905)

Income and mining tax recovery                     136             39            154            257
                                              --------       --------       --------       --------
NET LOSS                                      ($ 6,644)      ($ 5,677)      ($13,161)      ($12,648)
                                              ========       ========       ========       ========
LOSS PER SHARE (note 5)                       ($  0.42)      ($  0.36)      ($  0.84)      ($  0.81)
                                              ========       ========       ========       ========
</TABLE>

CONSOLIDATED STATEMENTS OF DEFICIT (UNAUDITED)
(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                            2000           1999
                                            ----           ----
<S>                                       <C>            <C>
Balance at beginning of period            ($50,259)      ($37,557)
Change in accounting policy (note 2)           684
Net loss                                   (13,161)       (12,648)
                                          --------       --------
Balance at end of period                  ($62,736)      ($50,205)
                                          ========       ========
</TABLE>


                                        4
<PAGE>   5

CAMPBELL RESOURCES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                            Three months ended            Nine months ended
                                                            ------------------            -----------------
                                                               September 30                  September 30
                                                               ------------                  ------------
CASH PROVIDED BY (USED IN):
                                                             2000           1999           2000           1999
                                                             ----           ----           ----           ----
<S>                                                      <C>            <C>            <C>            <C>
OPERATING ACTIVITIES
Net loss                                                 ($ 6,644)      ($ 5,677)      ($13,161)      ($12,648)
Items not involving cash
  Depreciation and amortization                             2,245          1,191          3,451          3,953
  Future mining taxes recovery                               (170)          (216)          (253)          (738)
  Other                                                      (288)         2,425           (485)         1,903
                                                         --------       --------       --------       --------
                                                           (4,857)        (2,277)       (10,448)        (7,530)
Net change in non-cash operating working capital              390           (968)           963             47
                                                         --------       --------       --------       --------
                                                           (4,467)        (3,245)        (9,485)        (7,483)
                                                         --------       --------       --------       --------

FINANCING ACTIVITIES
Issues of capital stock                                        28             25             69             59
Other                                                         (61)                          (61)
                                                         --------       --------       --------       --------
                                                              (33)            25              8             59
                                                         --------       --------       --------       --------

INVESTING ACTIVITIES
Expenditures on mining interests                             (259)          (474)        (6,935)        (4,134)
Money market instruments                                                  (7,858)         8,000         (7,858)
                                                         --------       --------       --------       --------
                                                             (259)        (8,332)         1,065        (11,992)
                                                         --------       --------       --------       --------
Effect of exchange rate change on cash
    and short-term deposits                                    85            (31)           172           (236)
                                                         --------       --------       --------       --------

Decrease in cash and short-term deposits                   (4,674)       (11,583)        (8,240)       (19,652)
Cash and short-term deposits at beginning of period        14,653         33,424         18,219         41,493
                                                         --------       --------       --------       --------
Cash and short-term deposits at end of period            $  9,979       $ 21,841       $  9,979       $ 21,841
                                                         ========       ========       ========       ========

CHANGES IN NON-CASH OPERATING WORKING CAPITAL
  Receivables                                            ($   797)      $     93       ($ 1,014)      $    683
  Inventories and prepaids                                    845              1            185            581
  Accounts payable                                           (233)          (941)         1,534           (684)
  Accrued liabilities                                         575           (121)           258           (533)
                                                         --------       --------       --------       --------
                                                         $    390       ($   968)      $    963       $     47
                                                         ========       ========       ========       ========
</TABLE>


                                        5
<PAGE>   6

CAMPBELL RESOURCES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 2000
(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, 1999.

Campbell will perform a review of the carrying value of its mining properties
during the fourth quarter. This review will take account of the gold price
environment, the operating status of the Joe Mann Mine, the results of the
update of the ore reserves and long-term plan at the Joe Mann Mine, the success
of the Company's exploration efforts at the Santa Gertrudis Mine, and the future
prospects for the Cerro Quema project in Panama. Any material downward
revisions to gold price assumptions, gold production, increases in costs, lack
of success in exploration or future prospects will likely results in a
writedown of a significant portion of the carrying value of Mining Interests.

The financial statements are prepared in accordance with accounting principles
generally accepted in Canada and, except as described in note 8, conform in all
material respects with accounting principles generally accepted in the United
States.

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

2 -- CHANGE IN ACCOUNTING POLICY

The Company has changed its policy for accounting for income taxes by adopting,
effective January 1, 2000, the Canadian Institute of Chartered Accountants
Handbook Section 3465 "Income Taxes". The Company has adopted Section 3465
retroactively without restatement of prior period financial statements resulting
in the deficit at January 1, 2000 being reduced by $684,000.

3 -- INVENTORIES

<TABLE>
<CAPTION>
                              2000        1999
                              ----        ----
<S>                         <C>         <C>
Materials and supplies      $4,310      $4,369
Work-in-process                439         522
                           -------      ------
                            $4,749      $4,891
                            ======      ======
</TABLE>


                                       6
<PAGE>   7

4 -- 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$5.00 per common
share (adjusted for the share consolidation - see note 5). 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$5.00 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$5.00 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$5.00 per common share.

During the nine months ended September 30, 2000, debenture holders converted
US$nil (1999 - US$1,117,000) of debenture principal into nil (1999 - 223,400)
common shares of the Company resulting in a balance outstanding at September 30,
2000 of US$2,576,000 (December 31, 1999 - US$2,576,000).

5 -- CAPITAL STOCK

In each period presented the common shares issued have been adjusted to reflect
the one-for-ten share consolidation approved by the shareholders at the Annual
General Meeting on May 19, 2000. Changes in the issued and outstanding common
shares for the nine months are as follows (in thousands):

<TABLE>
<CAPTION>
                                                       2000                       1999
                                                       ----                       ----
                                              Shares         Amount        Shares        Amount
                                              ------         ------        ------        ------
<S>                                          <C>            <C>            <C>          <C>
Common shares:
 Balance at beginning of period
                                               15,715       $125,339        15,469      $123,632
Issued:
  Conversion of convertible debentures                                         223         1,643
   Share consolidation costs                                     (61)
   Employee Incentive Plan and
    Directors' Stock Option Plan                   47             69            14            59
                                             --------       --------        ------      --------
Balance at September 30                        15,762       $125,347        15,706      $125,334
                                             ========       ========        ======      ========
</TABLE>

Loss per share has been calculated using the weighted average number of shares
outstanding during the nine months which was 15,722,000 (1999 - 15,691,000) and
during the three months which was 15,762,000 (1999 - 15,701,000).


                                       7
<PAGE>   8

6-- STATEMENTS OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                                Three months ended     Nine months ended
                                                                ------------------     -----------------
                                                                   September 30           September 30
                                                                   ------------           ------------
                                                                  2000      1999         2000       1999
                                                                  ----      ----         ----       ----
<S>                                                              <C>        <C>          <C>        <C>
         Cash taxes paid                                         $  13      $194         $ 57       $475
         Cash interest paid                                      $   -      $  7         $145       $255
</TABLE>

7 -- COMMITMENTS AND CONTINGENCIES

a)       As at September 30, 2000 the Company had sold forward 10,000 ounces of
         gold for delivery in 2000 under forward contracts at an average of
         US$291 per ounce, and had outstanding calls for 33,200 ounces of gold
         in 2001 and 20,000 ounces of gold in 2002 at US$350 per ounce subject
         to floating gold lease rates.

b)       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.

c)       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.

d)       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.


                                       8
<PAGE>   9

         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.

e)       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 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.

8 -- 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          Nine months ended
                                                     ------------------          ------------------
                                                        September 30                 September 30
                                                        ------------                 -------------
                                                      2000          1999           2000           1999
                                                      ----          ----           ----           ----
<S>                                                <C>           <C>           <C>            <C>
Net loss for period as reported                    $(6,644)      $(5,677)      $(13,161)      $(12,648)
Depreciation and amortization (a)                   (2,026)          443         (3,071)         1,482
Deferred income taxes (b)                             (253)          (68)          (253)          (248)
Foreign exchange contracts (d)                                       (95)                          733
                                                   -------       -------       --------       --------

Net loss for the year in accordance
with United States accounting principles           $(8,923)      $(5,397)      $(16,485)      $(10,681)
                                                   -------       -------       --------       --------

Other comprehensive income (loss):
Foreign currency translation adjustments               323           (14)           727           (495)
                                                   -------       -------       --------       --------
Comprehensive loss for the year in accordance
with United States accounting principles           $(8,600)      $(5,411)      $(15,758)      $(11,176)
                                                   -------       -------       --------       --------

Loss per share for the year in accordance
with United States accounting principles
   Basic and fully diluted                         $ ( 0.57)     $ ( 0.34)     $  (1.05)      $  (0.68)
                                                   -------       -------       --------       --------
</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 - Effective January 1, 2000 the Company adopted
         the liability method of accounting for income taxes in accordance with
         Canadian accounting principles (see note 2) which is now substantially
         consistent with accounting for income taxes in accordance with United
         States accounting principles. For Canadian accounting principles the
         Company did not restate prior period financial statements.

c)       Contingent Liability - Under United States accounting principles the
         contingent liability disclosed in note 7(d) 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 September 30, 2000 and
         December 31, 1999 would be to decrease mining interests by $25,548,000
         (1999 - $22,477,000), increase long-term investments by $50,000,000
         (1999 - $50,000,000), increase long-term liabilities by $38,000,000
         (1999 - $38,000,000), increase future tax assets, non-current by $nil
         (1999 - $1,999,000), increase future taxes, current liabilities by $nil
         (1999 - $1,179,000), decrease future income and mining taxes,
         non-current liabilities by $779,000 (1999 - $896,000), increase
         preferred shares by $12,000,000 (1999 - $12,000,000) and reduce
         shareholders equity by $24,769,000 (1999 - $20,761,000).

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
SEPTEMBER 30, 2000

(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,
1999. 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.

JOE MANN MINE OPERATIONS TEMPORARILY SUSPENDED

As a result of the cash losses incurred during the start-up of operations at the
Joe Mann Mine, the continuing cash losses, and the likely requirement for
funding future mine development, mine operations will be temporarily suspended
effective November 10 awaiting higher gold prices and further development plans.

Significant progress had been made improving the performance of the Joe Mann
Mine. An action plan developed in August with the assistance of Dynatec
Corporation focused on increasing overall productivity rates for the mine and
was being implemented with positive results. The average tons of ore mined
increased to 850 tons per day in October compared to 570 tons in September and
500 tons in August. This success primarily results from the start of mining of
the 29-0-9 stope, a wide multi-lens stope being mined by a mechanized variation
of the long-hole method with backfill, that produced approximately 45% of the
ore during October.

During the month of October 24,550 tons of ore were milled at a grade of 0.224
ounces of gold per ton to recover 5,038 ounces of gold and 88,000 pounds of
copper. The cash cost was US$330 per ounce produced. Although this cash cost per
ounce is a significant improvement over previous months, the increase in
production in October has not achieved the predicted break-even in cash flow.

Based on current productivity levels and expected ore grades, the Joe Mann Mine
is forecast to produce 17,000 ounces of gold during the fourth quarter at a cash
cost of approximately US$300 per ounce. Development costs are forecast at
approximately $300,000 for the same period. With gold prices close to their 20
year low and only 10,000 ounces of gold hedged for the balance of the year at an
average price of US$291 per ounce, the forecast indicates a continuing drain on
the Company's cash resources. As a result mine operations will be temporarily
suspended effective November 10 awaiting higher gold prices. In the interim,
management is considering various strategies to enable the mine to be properly
funded and receive the support it needs for its future development.


                                       11
<PAGE>   12
During the fourth quarter, the ore reserves will be re-estimated and the
long-term plan updated. Any material downward revisions to gold price
assumptions, gold production or increases in costs will likely result in a
writedown of a significant portion of the carrying value of the Joe Mann Mine.

THIRD QUARTER RESULTS

The Company recorded a loss of $13.2 million or $0.84 per share in the nine
months and a loss of $6.6 million or $0.42 per share in the three months ended
September 30, 2000. This compares to a loss of $12.6 million or $0.81 per share
and a loss of $5.7 million or $0.36 per share in the comparable periods of 1999.
The loss per share amounts for 1999 have been restated to take account of the
consolidation of the Company's shares on a one-for-ten basis in May, 2000. There
was negative cash flow from operations before the change in non-cash operating
working capital of $10.4 million in the nine months and $4.9 million in the
three months ended September 30, 2000 compared to negative cash flow of $7.5
million and $2.3 million in the comparable periods of 1999.

Campbell produced a total of 27,400 ounces of gold in the nine months and 14,100
ounces in the three months ended September 30, 2000 compared to 45,200 ounces
and 13,400 ounces in 1999. Gold production was lower than earlier forecast
primarily as a result of a number of start-up issues that have put production at
the Joe Mann Mine behind schedule. The average gold price recognized in the nine
months ended September 30, 2000 was US$278 per ounce compared to US$275 per
ounce in the comparable period of 1999.

The results for the first nine months of 2000 reflect the ongoing development
and start-up of operations at the Company's Joe Mann Mine in Chibougamau, Quebec
and are not readily comparable to the same period of 1999. All pre-production
costs less any revenues relating to the Joe Mann Mine were capitalized to the
end of April, 2000 and expensed thereafter.

JOE MANN MINE PRODUCTION

Production at the Joe Mann Mine during the reporting periods was as follows:

<TABLE>
<CAPTION>
                                                                                   NINE (1)          NINE
                                                                                   MONTHS           MONTHS
                                                            THREE MONTHS ENDED     ENDED            ENDED
                                                               SEPTEMBER 30        SEPTEMBER 30   SEPTEMBER 30
                                                               ------------        ---------      ---------
                                                             2000        1999         2000           1999
                                                             ----        ----         ----           ----
<S>                                                       <C>         <C>          <C>             <C>
Tons milled                                                 50,500      77,500       99,800         223,000
Gold grade (ounces per ton)                                  0.212       0.184        0.201           0.214
Mill recovery                                                 92.7%       94.6%        93.1%           94.2%
Ounces of gold produced                                      9,800      13,400       17,900          44,500
Pounds of copper produced                                  189,100     274,700      399,400         919,500

Cash cost per ounce of gold produced (US$)                $    457    $    284     $    475        $    301
</TABLE>


(1) The Joe Mann Mine restarted production on April 3, 2000


                                       12
<PAGE>   13

SANTA GERTRUDIS MINE

During the nine months ended September 30, 2000, 326,300 tonnes of ore were
mined at the Santa Gertrudis Mine at a grade of 1.69 g/t and a strip ratio of
7.6 to one. Gold production was 4,400 ounces in the quarter and 9,600 ounces in
the nine months ended September 30, 2000. The mine was effectively on a care and
maintenance basis in the comparable period of 1999. As previously reported,
mining operations were suspended on October 15, 2000 as a result of the
continuing weak gold price and the lower than expected gold production.
Leaching of the stock-piled ore will continue as long as the economics permit.
As a result of the lower production levels the cash cost per ounce for the year
to date was US$393 per ounce.

Exploration will continue for the balance of 2000 on the Santa Gertrudis
property to test three key targets. Approximately $500,000 is budgeted for the
fourth quarter for trenching and 1,800 metres of drilling on these targets.
Efforts are also continuing to gain access to the promising San Enrique
geochemical anomaly discovered in 1998. In addition, Campbell is continuing
discussions with certain major gold compaies to determine their level of
interest in pursuing a deep drilling program to search for sulphide
mineralization on the property. Exploration expense of $1.7 million in each of
the nine months ended September 30, 2000 and 1999 all relates to expenditures on
the Santa Gertrudis property and the Roca Roja claims that were acquired in
1999.

LIQUIDITY AND CAPITAL RESOURCES

Cash and short-term deposits decreased to $10 million at September 30, 2000
compared to $26.2 million (including money market instruments) at December 31,
1999. Working capital also decreased to $13.4 million from $31.4 million at
December 31, 1999. The continuing low gold price, difficulties in achieving
targeted production levels at the Joe Mann Mine and the lower than expected gold
production from the Santa Gertrudis Mine have all contributed to the decrease in
the financial position of the Company.

Capital expenditures in the three and nine month periods ended September 30,
2000 amounted to $0.3 million (1999 - $0.5 million) and $6.9 million (1999 -
$4.1 million), respectively and relate to the development at the Joe Mann Mine
for all periods presented.

OUTLOOK

Following the temporary suspension of mining operations at the Joe Mann Mine,
management will be considering various strategies to enable the mine to be
properly funded and receive the support it needs for its future development.

Campbell will perform a review of the carrying value of its mining properties
during the fourth quarter. This review will take account of the gold price
environment, the operating status of the Joe Mann Mine, the results of the
update of the ore reserves and long-term plan at the Joe Mann Mine, the success
of the Company's exploration efforts at the Santa Gertrudis Mine, and the future
prospects for the Cerro Quema project in Panama. Management is also currently
performing another detailed review of corporate administration expense in an
effort to further reduce these amounts.


                                       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

                  None

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 September 30, 2000.


                                       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
November 13, 2000


                                       15
<PAGE>   16

                             CAMPBELL RESOURCES INC.
                         FORM 10-Q - SEPTEMBER 30, 2000

                                  EXHIBIT INDEX



                  27.1              Financial Data Schedule



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