Campbell Resources Inc/New · 6-K · For 4/25/06 · EX-99.1

Filed On 4/26/06 9:59am ET   ·   SEC File 1-08488   ·   Accession Number 909567-6-617

Report of a Foreign Private Issuer   ·   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                     4      5K 
 2: EX-99.1     Miscellaneous Exhibit                                  4     16K 

EX-99.1   ·   Miscellaneous Exhibit

EX-99.1
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[GRAPHIC - CAMPBELL RESOURCES INC.]                                             

 PRESS RELEASE
 FOR IMMEDIATE RELEASE

 CAMPBELL RESOURCES ANNOUNCES EQUITY FINANCINGS OF UP TO
$15.5 MILLION AND EXECUTION OF MANAGEMENT AND OPERATING 
AGREEMENT WITH NUINSCO RESOURCES

MONTREAL, APRIL 24 2006 - CAMPBELL RESOURCES INC. (TSX: CCH, OTC BULLETIN BOARD:
CBLRF) ("Campbell") announces that it is preparing a Plan of Arrangement and    
entered into agreements for up to $15.5 million in financing. In addition,      
Campbell has executed a management and operating agreement (the "Management and 
Operating Agreement") with Nuinsco Resources Limited ("Nuinsco"). These         
transactions are designed to allow Campbell to cease being subject to the       
Companies' Creditors Arrangement Act ("CCAA") and to realize the value of its   
assets with a viable financial and operating plan.                              

Overall, these transactions are designed to enable Campbell:                    

o    to double production at its Copper Rand mine to 350,000 tonnes per year;   

o    to develop additional resources at its Cedar Bay deposit (an extension of  
the Copper Rand mine);                                                

o    to complete development and start up of its Corner Bay copper project;     

o    to more efficiently and cost effectively operate its Joe Mann gold mine;   
and                                                                   

o    to align itself with a management team at Nuinsco that has many years of   
mine development, operations and finance experience.                  

FINANCINGS                                                                      

The financing agreements are as follows:                                        

o    Sprott Securities Inc. (the "Agent") will act as agent of Campbell to sell,
on a best efforts private placement basis, up to 100 million special  
warrants, at a price of $0.08 per special warrant (the "Subscription  
     Price"), for gross proceeds of up to $8 million (the "Brokered Placement").
Each special warrant will be exercisable to acquire, for no additional
consideration, one unit of Campbell.                                  

o    Nuinsco has agreed to subscribe for 31,250,000 units, over and above the   
     Brokered Placement, at the Subscription Price (the "Nuinsco Placement") for
gross proceeds of $2.5 million.                                       

EX-99.1
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o    Concurrent with the Brokered Placement and the Nuinsco Placement, Campbell 
will proceed with a rights offering (the "Rights Offering") to its    
  shareholders of up to 62,500,000 units at a price of $0.08 per unit, for
  gross proceeds of up to $5 million (the "Rights Offering"). In the event
 that the Rights Offering is not fully subscribed, the Agent and Nuinsco
    will have the option to take up any shortfall on a pro rata basis to their
equity financings.                                                    

The units to be issued pursuant to each of the three financings shall consist of
one common share and one half of one common share purchase warrant. Each whole  
common share purchase warrant shall be exercisable at any time for one common   
share at a price of $0.15 per share for a period of two years following closing.
Campbell shall have the right, 12 months after closing, to call the outstanding 
warrants should Campbell common shares trade above $0.30 for 20 consecutive     
trading days.                                                                   

The net proceeds of the Brokered Placement, the Nuinsco Private Placement and   
the Rights Offering will be used to fund further development to expand          
production at the Copper Rand mine, to finance development of the Corner Bay    
deposit, for general working capital and for certain debt retirement obligations
up to a maximum of $4 million.                                                  

Completion of the Brokered Placement is subject to certain conditions including,
but not limited to completion of satisfactory due diligence by the Agent and the
receipt of all necessary regulatory approvals. The proceeds from the sale of the
special warrants shall be held in escrow and will be released to Campbell upon  
the receipt of all required creditholder and other required approvals for the   
Plan of Arrangement including court approval and the expiry of the 21-day appeal
period.                                                                         

Campbell shall pay a commission to the Agent of 6.0% of the gross proceeds of   
the Brokered Placement. In addition, the Agent will be issued on the closing    
date broker warrants equal to 6.0% of the number of special warrants purchased  
under the Brokered Placement ("Broker Warrants"). Each Broker Warrant shall be  
exercisable at any time for one common share at $0.08 per share for a period of 
two years from the closing date. Closing is scheduled to occur on or about May  
17, 2006.                                                                       

The Rights Offering will be made in all of the jurisdictions of Canada and in   
such other jurisdictions where Campbell is eligible to make such offer. The     
rights, shares and warrants issuable upon exercise of the rights are not being  
offered to residents of the United States of America or any country other than  
Canada. Notwithstanding the foregoing, ineligible shareholders who establish, to
the satisfaction of Campbell, that the receipt by them of rights and the        
issuance to them of shares and warrants upon the exercise of the rights will not
be in violation of the laws of the jurisdiction of their residence, will be     
allowed to exercise the rights.                                                 

EX-99.1
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OPERATING MANAGEMENT AGREEMENT                                                  

The Management and Operating Agreement is a key part of Campbell's plan going   
forward. Under the Management and Operating Agreement, Nuinsco will provide     
management services for Campbell's development and mining activities, including 
development to increase production at the Copper Rand mine, development of the  
Corner Bay deposit and operation of the Joe Mann gold mine. Nuinsco has         
completed a study and prepared a development and mining plan which could provide
the additional production necessary to turn the Copper Rand mine into a         
profit-making venture and to bring the Corner Bay deposit into production.      

COPPER RAND MINE                                                                

The development period of the Copper Rand mine is expected to be approximately  
four months from completion of the financings and would allow the mine to double
production to 350,000 tons per year at a cost of approximately $5 million. Over 
the last five years, more than $60 million has been spent on developing the     
Copper Rand mine.                                                               

CORNER BAY DEPOSIT                                                              

Development of the Corner Bay deposit above the 250 metre level is expected to  
take approximately 12 months at a cost of $9 million to $11 million, subject to 
the completion by Nuinsco of a feasibility study. If necessary, Nuinsco will    
obtain a non-recourse project loan (the "Corner Bay Loan"), in an amount up to  
$4 million, and/or other financing sufficient to develop and bring into         
commercial production a mine above the 250 metre level, subject to the approval 
of Campbell's board of directors. For this commitment, Nuinsco shall be entitled
to a 50% interest in the Corner Bay deposit.                                    

Under the Management and Operating Agreement, Nuinsco will receive:             

o    2 million common shares of Campbell upon commencement of the provision of  
services under the Operating Management Agreement;                    

o    1 million common shares of Campbell upon completion of the Brokered        
Placement, Nuinsco Placement and Rights Offering;                     

o    $25,000 plus 200,000 common shares of Campbell per month, in advance (up to
a maximum of 4 million common shares); and                            

o    Two-year warrants which on exercise will equate to 20% of the issued and   
outstanding common shares of Campbell, on a fully diluted basis. The  
exercise price of the warrants will be $0.10 per share.               

In addition, Nuinsco shall be entitled to appoint two individuals as directors  
of Campbell.                                                                    

The securities described herein have not been registered under the U.S.         
Securities Act of 1933, as amended, and may not be offered or sold in the United
States unless registered under the Act or unless an exemption from registration 
is available.                                                                   

EX-99.1
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All of the above-mentioned transactions are conditional upon the approval of the
regulatory authorities having jurisdiction over the securities of Campbell, and 
upon the filing by Campbell and its subsidiaries of plans of arrangement under  
the CCAA and their approval by their creditors and by the Court.                

Sprott Securities Inc. has also been appointed a financial advisor to Campbell  
for this transaction.                                                           

Campbell is a mining company focusing mainly in the Chibougamau region of       
Quebec, holding interests in gold and gold-copper exploration and mining        
properties.                                                                     

Nuinsco is a growth-oriented, multi-commodity mineral exploration and           
development company focused on growth through uranium, nickel, copper, zinc and 
gold exploration and development in world-class mineralized belts in Canada and 
Turkey. Shares of Nuinsco trade on the Toronto Stock Exchange under the symbol  
NWI.                                                                            

Certain information contained in this release contains "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 Campbell's current Annual Report on Form 20-F for the 
year ended December 31, 2003. Such factors include, but are not limited to:     
differences between estimated and actual mineral reserves and resources; 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 mineral   
reserves and resources of Campbell. Readers are cautioned not to place undue    
reliance on these forward-looking statements, which speak only as of the date   
hereof. Campbell 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.                 

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FOR MORE INFORMATION:                                                           

                                                        [Enlarge/Download Table]
                                                                                                 
CAMPBELL RESOURCES INC.                               Renmark Financial Communications Inc.      
Andre Fortier, President and Chief Executive Officer  Henri Perron, hperron@renmarkfinancial.com 
Tel.: 514-875-9037                                    John Boidman, jboidman@renmarkfinancial.com
Fax: 514-875-9764                                     Tel.: 514-939-3989                         
afortier@campbellresources.com                        Fax: 514-939-3717                          
                                                      www.renmarkfinancial.com                   

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

CONFERENCE CALL:                                                                

Management of Campbell Resources Inc. and Nuinsco Resources Limited will JOINTLY
HOST A CONFERENCE CALL to discuss the transaction today, MONDAY, APRIL 24, 2006,
at 3:30 P.M. ET.                                                                

To access the conference call by telephone, DIAL 1-800-814-3911 approximately   
fifteen minutes prior to the beginning of the call.                             

The conference call will be archived for seven days. To access the rebroadcast, 
please dial 1-877-289-8525 and enter the pass code 21186328#.                   

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 6-K Filing		Date		First		Last			Other Filings
		12/31/03		4					20-F
		4/24/06		4
For The Period Ended		4/25/06
Filed On / Filed As Of		4/26/06
		5/17/06		2
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