CANYON RESOURCES CORP
10-Q, 1995-11-13
GOLD AND SILVER ORES
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<PAGE>   1

================================================================================


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         ______________________________

             [X]  Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                    For the period ended September 30, 1995
                                       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 0-14329

                          CANYON RESOURCES CORPORATION

                            (a Delaware Corporation)


                I.R.S. Employer Identification Number 84-0800747


                      14142 Denver West Parkway, Suite 250
                               Golden, CO  80401
                                 (303) 278-8464



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 (or for such shorter period that the
registrant was required to file such reports), 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 the issuers classes of
common stock, as of the latest practicable date: 25,793,254 shares of the
Company's Common Stock were outstanding as of  November 1, 1995.



================================================================================
<PAGE>   2
                         PART I  FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

     The following consolidated financial statements have been prepared by
Canyon Resources Corporation ("the Company") pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC").  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations.  In the
opinion of the Company's management, the consolidated financial statements
include all adjustments, consisting only of adjustments of a normal, recurring
nature, necessary to present fairly the financial information set forth
therein.

     These consolidated financial statements should be read in conjunction with
the financial statements and accompanying notes included in the Company's Form
10-K for the year ended December 31, 1994.


<TABLE>
<S>                                                                              <C>
      Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . .  Page 3

      Consolidated Statements of Operations   . . . . . . . . . . . . . . . . .  Page 4

      Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . .  Page 5-6

      Notes to Interim Consolidated Financial Statements  . . . . . . . . . . .  Page 7-8


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS   . . . . . . . . . . . . . . .  Page  9-10
</TABLE>
<PAGE>   3

CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       September 30,     December 31, 
                                                                                           1995              1994     
                                                                                       -------------     ------------
<S>                                                                                    <C>               <C>          
ASSETS                                                                                                                
Cash and cash equivalents                                                              $ 6,272,300       $13,280,100  
Restricted cash                                                                          1,869,000         1,869,000  
Accounts receivable                                                                        595,300           520,100  
Inventories                                                                                959,200         2,430,400  
Prepaid and other assets                                                                   253,300           218,500
                                                                                       -----------       -----------
    Total current assets                                                                 9,949,100        18,318,100  
                                                                                       -----------       -----------
Property and equipment, at cost                                                                                       
   Mining claims and leases                                                             33,099,200        28,624,200  
   Producing properties                                                                 30,141,700        29,988,500  
   Other                                                                                 1,248,000           566,800  
                                                                                       -----------       -----------
                                                                                        64,488,900        59,179,500  
   Accumulated depreciation and depletion                                              (27,767,000)      (27,162,000) 
                                                                                       -----------       -----------
     Net property and equipment                                                         36,721,900        32,017,500  
                                                                                       -----------       -----------
Deferred financing costs, net of amortization of $628,300 at                                                          
       September 30, 1995, and $414,200 at December 31, 1994                             1,103,500         1,079,600  
Other assets                                                                               742,500           772,400  
                                                                                       -----------       -----------
     Total Assets                                                                      $48,517,000       $52,187,600  
                                                                                       ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                  
                                                                                                                      
Accounts payable                                                                          $505,200          $847,300  
Notes payable  - current                                                                   240,400           276,400  
Accrued taxes, other than payroll and income                                               454,000           757,700  
Accrued reclamation costs                                                                  342,400           731,700  
Deferred income taxes                                                                      245,600           245,600  
Other accrued liabilities                                                                  890,200           506,400  
                                                                                       -----------       -----------
    Total current liabilities                                                            2,677,800         3,365,100  
                                                                                                                      
Notes payable - long term                                                               21,462,500        22,479,900  
Accrued reclamation costs                                                                1,314,200           867,200  
Other noncurrent liabilities                                                               104,800           121,800  
                                                                                       -----------       -----------
     Total Liabilities                                                                  25,559,300        26,834,000  
                                                                                       -----------       -----------
Commitments (Note 5)                                                                                                  
                                                                                                                      
Common stock ($.01 par value) 100,000,000 shares authorized; issued and out-                                          
   standing:  25,789,300 at September 30, 1995, and 25,497,100 at December 31, 1994        257,900           255,000  
Capital in excess of par value                                                          46,066,000        45,215,300  
Deficit                                                                                (23,366,200)      (20,116,700) 
                                                                                       -----------       -----------
     Total Stockholders' Equity                                                         22,957,700        25,353,600  
                                                                                       -----------       -----------
     Total Liabilities and Stockholders' Equity                                        $48,517,000       $52,187,600  
                                                                                       ===========       ===========
</TABLE>

     The accompanying notes are an integral part of these consolidated
     financial statements.





                                       3
<PAGE>   4
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
                                                      Three months ended September 30       Nine months ended September 30,   
                                                            1995            1994                 1995            1994         
                                                      ------------       ----------           ----------      -------------
<S>                                                     <C>              <C>                  <C>             <C>             
                                                                                                                              
     REVENUE                                                                                                                  
Sales                                                   $1,978,800       $6,703,700           $7,826,800      $14,722,500     
                                                        ----------       ----------           ----------      -----------
     EXPENSES                                                                                                                 
Cost of sales                                            1,764,700        3,783,400            6,229,100        9,144,700     
Depreciation, depletion, and amortization                  189,000          902,900              650,900        1,722,200     
Selling, general and administrative                        735,700          645,600            2,585,500        1,980,900     
Exploration costs                                          232,000          412,100              841,500        1,209,500     
Abandoned mineral properties                                46,900           26,100              182,500           26,100     
                                                        ----------       ----------           ----------      -----------
                                                         2,968,300        5,770,100           10,489,500       14,083,400     
                                                        ----------       ----------           ----------      -----------
     OTHER INCOME (EXPENSE)                                                                                                   
Interest income                                            120,500          154,600              485,800          478,100     
Interest expense                                          (404,600)        (461,900)          (1,237,700)      (1,410,000)    
Gain on sale of equipment                                   10,500                -              171,100                -     
Other                                                        3,900            5,900              (35,000)           4,000     
                                                        ----------       ----------           ----------      -----------
                                                          (269,700)        (301,400)            (615,800)        (927,900)    
                                                        ----------       ----------           ----------      -----------
Income (loss)  before minority interest                                                                                       
in consolidated subsidiaries                            (1,259,200)         632,200           (3,278,500)        (288,800)    
                                                                                                                              
Minority interest in loss of consolidated                                                                                     
subsidiaries                                                 8,700                -               29,000                -     
                                                        ----------       ----------           ----------      -----------
Net income (loss)                                      ($1,250,500)        $632,200          ($3,249,500)       ($288,800)    
                                                        ==========       ==========           ==========      ===========

Net income (loss)  per share                                ($0.05)           $0.02               ($0.13)          ($0.01)    
                                                        ==========       ==========           ==========      ===========
Weighted average shares outstanding                     25,784,600       25,497,100           25,664,600       25,461,500     
                                                        ==========       ==========           ==========      ===========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.





                                       4
<PAGE>   5
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                 Nine months ended September 30,
                                                                                     1995                1994    
                                                                                 -----------         -----------
<S>                                                                              <C>                 <C>          
Cash flows from operating activities:                                                                             
  Net loss                                                                       ($3,249,500)          ($288,800) 
  Adjustments to reconcile net loss to net cash:                                                                  
    Depreciation, depletion, and amortization                                        650,900           1,722,200  
    Amortization of loan fees                                                        214,100             326,500  
    Equity in loss of Minera Hispaniola                                                7,100              14,500  
    Abandonment loss                                                                 182,500              26,100  
    (Gain) on sales of assets                                                       (171,100)                  -  
    Minority interest in  loss of consolidated subsidiaries                          (29,000)                  -  
    Other                                                                             43,500               9,500  
    Changes in assets and liabilities,                                                                            
      (Increase) in receivables                                                      (75,100)           (169,000) 
      Decrease  in inventories                                                     1,471,200             111,800  
      (Increase) in prepaid and other assets                                         (32,100)             (8,800) 
      Increase (Decrease) in accounts payable and accrued liabilities               (542,900)            178,900  
      Increase in other liabilities                                                  534,700             196,900  
                                                                                 -----------         -----------
      Total adjustments                                                            2,253,800           2,408,600  
                                                                                 -----------         -----------
      Net cash  provided by (used in) operating activities                          (995,700)          2,119,800  
                                                                                 -----------         -----------
                                                                                                                  
Cash flows from investing activities:                                                                             
  Purchases of property and equipment                                             (5,726,900)         (4,817,900) 
  (Decrease) in accounts payable and accrued liabilities                            (133,000)           (385,400) 
  Proceeds from sale of equipment                                                    431,900             200,000  
  Other                                                                               20,000             (42,300) 
                                                                                 -----------         -----------
     Net cash used in investing activities                                        (5,408,000)         (5,045,600) 
                                                                                 -----------         -----------
Cash flows from financing activities:
  Issuance of stock, net                                                              28,600             164,700
  Debenture conversion cost                                                          (43,500)                  -  
  Payments on debt                                                                  (328,300)         (1,822,300) 
  Payments on capital lease obligations                                              (22,900)            (30,100) 
  Payments on letter of credit defeasement                                                 -            (286,800) 
  Deferred financing costs                                                          (238,000)                  -  
                                                                                 -----------         -----------
     Net cash used in  financing activities                                         (604,100)         (1,974,500) 
                                                                                 -----------         -----------
Net decrease in cash and cash equivalents                                         (7,007,800)         (4,900,300) 
Cash and cash equivalents, beginning of year                                      13,280,100          20,166,400  
                                                                                 -----------         -----------
Cash and cash equivalents, end of period                                          $6,272,300         $15,266,100  
                                                                                 ===========         ===========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.





                                       5
<PAGE>   6
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(Unaudited)

Supplemental disclosures of cash flow information:

1.  The Company paid $716,200 of interest during the first nine month of
    1995, and $754,200 during the corresponding period of 1994.


2.  The Company paid no income taxes during the first nine months of 1995,
    and no income taxes during the corresponding period of 1994.


Supplemental schedule of noncash investing and financing activities:

1.  The Company acquired $48,600  in equipment through capital leases
    during the first nine months of 1995, and $31,900 in equipment through
    capital leases during the corresponding period of 1994.


2.  The Company issued 61,500 shares of common stock which was valued at
    $100,000  in exchange for an interest in a joint venture during the
    first nine  months of 1995


3.  Debentures in the principal amount of $725,000 were converted into
    210,100 shares of common stock during the first nine  months of 1995
    and  $100,000 in principal were converted to 29,000 shares of common
    stock during the first nine months of 1994.


The accompanying notes are an integral part of these consolidated financial
statements.





                                       6
<PAGE>   7
                          CANYON RESOURCES CORPORATION
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.   During interim periods, Canyon Resources follows the accounting policies
     set forth in its Annual Report to Stockholders and its Report on Form 10-K
     filed with the Securities and Exchange Commission.  Users of financial
     information produced for interim periods are encouraged to refer to the
     footnotes contained in the Annual Report to Stockholders when reviewing
     interim financial results.

           In the opinion of management, the accompanying interim financial
     statements contain all material adjustments, consisting only of normal
     recurring adjustments necessary to present fairly the financial position,
     the results of operations, and the changes in financial position of Canyon
     Resources and its consolidated subsidiaries for interim periods.  Certain
     amounts in the prior period financial statements have been reclassified to
     conform to the current period presentation.

2.   The foregoing interim results are not necessarily indicative of the
     results of operations for the full year ending December 31, 1995, since
     the Kendall Mine has exhausted its supply of new ore and will be
     continuing to leach gold at reduced rates throughout 1995.

3.   Inventories:

     Inventories consisted of the following:

<TABLE>
<CAPTION>
                                      September 30, 1995     December 31, 1994
                                      ------------------     -----------------
           <S>                              <C>                 <C>            
           Gold-in-process                  $713,400            $2,177,300     
           Diatomite                          94,900                90,000     
           Materials and supplies            150,900               163,100     
                                            --------            ----------
                                            $959,200            $2,430,400
                                            ========            ==========
</TABLE>

4.   Notes Payable:

     Notes payable consisted of the following at:

<TABLE>
<CAPTION>
                                        September 30, 1995   December 31, 1994
                                        ------------------   -----------------
           <S>                              <C>                 <C>            
           6% Debentures (a)                $21,175,000         $21,900,000
           
           Caterpillar Finance Note (b)         527,900             856,300
                                            -----------         -----------
                                             21,702,900          22,756,300
           Current portion                      240,400             276,400
                                            -----------         -----------
           Notes Payable - Long Term        $21,462,500         $22,479,900
                                            ===========         ===========
</TABLE>





                                       7
<PAGE>   8
4.    Notes Payable, continued:

(a)   On June 2, 1993, the Company sold $22.0 million of Subordinated
Convertible Debentures ($21.2 million currently outstanding) which are due June
1, 1998.  Interest is payable semi-annually on June 1 and December 1 at a rate
of 6% per annum.  The debentures are convertible at the option of the holder
any time into common shares at the rate of $3.45 per share.  During the second
quarter of 1995, Debentures in the principal amount of $725,000 were converted
into 210,100 shares of common stock.  After three years, the Company may redeem
the debentures by issuing common stock at a rate equal to 94% of the then
trading common stock price at the time of redemption, or by payment in cash at
par.  Upon the occurrence of certain events, principally relating to changes in
control of the Company, each note holder has the right, at the holder's option,
to require the Company to repurchase the notes for cash at par plus accrued
interest to the repurchase date.

(b)   In August 1994, the Company exercised purchase options on its leased
mining equipment at the Kendall Mine for $899,900.  Caterpillar Financial
Services Corporation subsequently agreed to finance the purchase price over a
three- year period at a fixed rate of 9.5%.  During the first nine months of
1995, the Company paid $49,700 of interest and reduced the principal balance by
$328,400, including a prepayment of $154,000 related to equipment which was
sold because it was no longer needed.

5.    Letter of Credit Collateral:

      In connection with the Company's reclamation bonding requirements at the
Kendall Mine, a Letter of Credit has been provided by a bank in the amount of
$1,869,000 in favor of the Montana State Board of Land Commissioners.  The
Letter of Credit will expire no earlier than December 31, 1995, and at the
Bank's option, may be extended in three-month intervals thereafter.  The
Company has fully collateralized the Letter of Credit by depositing cash in the
amount of $1,869,000 with the bank.

6.    Income Taxes:

      The Company has not recorded a tax benefit for the current period loss,
as a benefit is not expected to be realized during the year.  A benefit is also
not expected to be realizable as a deferred tax asset at year end, as the
Company anticipates recording a full valuation allowance for all deferred tax
assets, except to the extent of offsetting reversals of expected deferred tax
liabilities.





                                       8
<PAGE>   9
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

    The Company recorded a net loss of $1,250,500, or $0.05 per share, on
revenues of $1,978,800 during the third quarter of 1995 and a net loss of
$3,249,500, or $0.13 per share, on revenues of $7,826,800 for the first nine
months of 1995.  This compares to net income of $632,200 or $0.02 per share, on
revenues of $6,703,700 during the third quarter of 1994 and a net loss of
$288,000, or $0.01 per share, on revenues of $14,722,500 during the first nine
months of 1994.  The current periods were impacted by lower gold production
(due to cessation of mining of new ore in January, 1995) and a higher
reclamation provision at the Kendall Mine and to higher corporate general and
administrative costs.

    For the three months ended September 30, 1995, the Company sold 3,400
ounces of gold and 800 ounces of silver at an average price of $384 per
equivalent gold ounce.  For the comparable period of 1994, 16,053 ounces of
gold and 4,000 ounces of silver were sold at an average price of $378 per
equivalent gold ounce.  For the first nine months of 1995, 14,763 ounces of
gold and 7,886 ounces of silver were sold at an average price of $386 per
equivalent gold ounce.  For the first nine months of 1994, the Company sold
34,188 ounces of gold and 16,084 ounces of silver at an average price of $374
per equivalent gold ounce.

    Cost of sales at Kendall was $414 per  ounce for the three months ended
September 30, 1995 and $346 per ounce for the first nine months of 1995, as
compared to $216 per ounce and $237 per ounce, respectively, for the comparable
periods in 1994.  The higher unit costs are due to lower production levels and
higher provisions for the estimated cost of site restoration.

    Depreciation, depletion and amortization decreased in the current periods
due to lower gold sales and a fourth quarter 1994 upward adjustment to
Kendall's remaining reserves which lowered subsequent rates per ounce sold.

    Interest income was lower during the third quarter of 1995 due to lower
cash balances but not materially different for the nine-month period.  Interest
expense was lower in the current periods as a gold loan was not outstanding.

    Other income was higher for the nine months ended September 30, 1995 due to
gains on the sale of equipment.

LIQUIDITY & CAPITAL RESOURCES

    Net cash used in operating activities during the nine months ended
September 30, 1995 was $995,700, as compared to $2,119,800 provided by
operating activities for the same period in 1994.  The increased use of cash in
the current period was principally due to lower gold sales.  Cash and cash
equivalents at September 30, 1995 was $6,272,300.





                                       9
<PAGE>   10

LIQUIDITY & CAPITAL RESOURCES, continued:

    The Company spent $5,726,900 on capital programs for the nine months ended
September 30, 1995, principally on the Briggs and McDonald development
projects.

    Exploration efforts in 1995 utilizing company funds have been moderated in
order to ensure adequate resources to develop the Briggs project.  The Company
will pursue opportunities to finance continued exploration activities through
joint ventures with other mining companies, or other means.

    On July 10, 1995, the Bureau of Land Management (BLM) issued a Record of
Decision approving the Final Environmental Impact Statement (EIS) and the Plan
of Operations for the Briggs Project.  Subsequent permits, comprising all
remaining discretionary permits, were issued in July and early August by the
Inyo County Planning Commission (Mining Reclamation Plan), Lahonton Regional
Water Quality Board (Waste Discharge Order), Corps of Engineers (Section 404
permit for clay borrow) and Great Basin Unified Pollution Control District (Air
Quality Authority to Construct).  On July 26, 1995, appeals of the Mine
Reclamation Plan as approved by the Inyo County Planning Commission were filed
on behalf of the Timbisha Shoshone Tribe and a local environmental group.  The
same groups also filed a request for a stay of the BLM's permit which approved
the Final EIS and Plan of Operations.  On August 12, 1995, the Inyo County
Board of Supervisors rejected the appeal concerning the Mining Reclamation
Plan.  On October 23, 1995, the Interior Board of Land Appeals denied the
request for a stay with respect to the BLM's permit.

    Approximately $28.0 million in mine development, facilities construction
and working capital will be required over a seven-month period to bring the
Briggs project into production.  The Company is in advanced stage negotiations
to secure financing for the project and expects a credit facility to be in
place in the fourth quarter of 1995.  Development and construction will begin
immediately upon closing of the financing arrangements.

    The Kendall Mine is expected to produce approximately 17,000 ounces of gold
in 1995 at direct cash operating costs of $195-$205 per ounce.  Financial cost
of sales are expected in the range of $345-$355 per ounce due to reclamation
provisions and relief of capitalized costs from inventory.





                                       10
<PAGE>   11
                          PART II.  OTHER INFORMATION


<TABLE>
<S>           <C>                                                                                       <C>
ITEM 1.       LEGAL PROCEEDINGS:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

ITEM 2.       CHANGES IN SECURITIES:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

ITEM 4.       SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS:  . . . . . . . . . . . . . . . . . . . None

ITEM 5.       OTHER INFORMATION:  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

ITEM 6.       EXHIBITS:

              No. 11 - Calculation of primary and fully diluted income (loss) per share.
              No. 27 - Financial Data Schedule

ITEM 6B.      REPORT ON FORM 8-K: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
</TABLE>





                                       11
<PAGE>   12
                                   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.


                                        
                                        CANYON RESOURCES CORPORATION





Date:   November 10, 1995               /s/ Richard T. Phillips                
                                        --------------------------------------
                                        Richard T. Phillips
                                        Treasurer





Date:   November 10, 1995               /s/ Gary C. Huber                     
                                        --------------------------------------
                                        Gary C. Huber
                                        Chief Financial Officer





                                       12
<PAGE>   13
                                 EXHIBIT INDEX

 EXHIBIT NO.          EXHIBIT DESCRIPTION                           PAGE
 -----------          -------------------                           ----

     11               Calculation of primary and fully diluted
                      income (loss) per share.

     27               Financial Data Schedule





                                       13

<PAGE>   1
                                                                  Exhibit No. 11

CANYON RESOURCES CORPORATION
Calculation of Primary and Fully-Diluted Earnings per Share
- -----------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Three Months Ended           Nine Months Ended
                                                                       September 30,                September 30,
                                                                     1995          1994         1995            1994
                                                                 -----------     --------    -----------     ----------
<S>                                                              <C>             <C>         <C>             <C>
Primary earnings per share:

Computation for Statement of Operations

Adjustment to net income (loss)  per statements
  of operations to amount used in primary
  earnings  (loss)  per share computation:

  Net income (loss)                                              ($1,250,500)    $632,200    ($3,249,500)    ($288,800)      
                                                                                                                              
  Add interest on convertible                                                                                                 
  debentures, net of tax effect                                      (B)           (B)           (B)            (B)                
                                                                 -----------   ----------    -----------    ----------
                                                                                                                              
  Net income (loss), as adjusted                                 ($1,250,500)    $632,200    ($3,249,500)    ($288,800)      
                                                                 ===========   ==========    ===========    ==========
                                                                                                                              
Adjustment to weighted average shares                                                                                         
  outstanding to amount used in primary                                                                                       
  earnings (loss) per share computation:                                                                                      
                                                                                                                              
  Weighted average shares outstanding                             25,784,600   25,497,100     25,664,600    25,461,500      
                                                                                                                              
  Additional shares issuable from                                                                                             
      assumed exercise of options and                                                                                         
      warrants (Note A)                                              (B)          183,500         (B)           (B)                
                                                                                                                              
  Add shares issuable from assumed                                                                                            
      exercise of convertible debentures                             (B)           (B)            (B)           (B)                
                                                                 -----------   ----------    -----------    ----------
  Primary average shares outstanding,                                                                                         
      as adjusted                                                 25,784,600   25,680,600     25,664,600    25,461,500      
                                                                 ===========   ==========    ===========    ==========
                                                                                                                              
  Primary earnings (loss)  per share                                  ($0.05)       $0.02         ($0.13)       ($0.01)      
                                                                 ===========   ==========    ===========    ==========
</TABLE>

A.   This calculation is submitted in accordance with Regulation S-K item
     601(b)(11) although not required by footnote 2 to paragraph 14 of APB
     Opinion No. 15 because it results in dilution of less than 3%.

B.   Effect is antidilutive, so amounts are not included in the earnings (loss)
     per share calculation.



                                      1


<PAGE>   2

                                                                  Exhibit No. 11

CANYON RESOURCES CORPORATION
Calculation of Primary and Fully-Diluted Earnings per Share
- -----------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    Three Months Ended           Nine Months Ended
                                                                       September 30,                September 30,
                                                                     1995          1994         1995            1994
                                                                 -----------     --------    -----------     ----------
<S>                                                              <C>             <C>         <C>             <C>

Fully-diluted earnings per share:

Computation for Statement of Operations

Adjustment to net income (loss)  per statements
  of operations to amount used in fully
  diluted earnings (loss)  per share computation:

  Net income (loss)                                              ($1,250,500)    $632,200    ($3,249,500)    ($288,800)

  Add interest on convertible
  debentures, net of tax effect                                      (B)            (B)          (B)             (B)
                                                                 -----------   ----------    -----------    ----------

  Net income (loss), as adjusted                                 ($1,250,500)    $632,200    ($3,249,500)    ($288,800)
                                                                 ===========   ==========    ===========    ==========
Adjustment to weighted average shares
  outstanding to amount used in fully
  diluted earnings (loss)  per share computation:

  Weighted average shares outstanding                             25,784,600   25,497,100     25,664,600    25,461,500

  Additional shares issuable from
      assumed exercise of options
      and warrants (Note A)                                          (B)          199,000        (B)             (B)

  Add shares issuable from assumed
      exercise of convertible debentures                             (B)            (B)          (B)             (B)
                                                                 -----------     --------    -----------    ----------
  Fully-diluted average shares
      outstanding, as adjusted                                    25,784,600   25,696,100     25,664,600    25,461,500
                                                                 -----------   ----------    -----------    ----------
  Fully-diluted ernings (loss)  per share                             ($0.05)       $0.02         ($0.13)       ($0.01)
                                                                 ===========   ==========    ===========    ==========
</TABLE>

A.   This calculation is submitted in accordance with Regulation S-K item
     601(b)(11) although not required by footnote 2 to paragraph 14 of APB
     Opinion No. 15 because it results in dilution of less than 3%.

B.   Effect is antidilutive, so amounts are not included in the earnings (loss)
     per share calculation.



                                      2

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       8,141,300
<SECURITIES>                                         0
<RECEIVABLES>                                  595,300
<ALLOWANCES>                                         0
<INVENTORY>                                    959,200
<CURRENT-ASSETS>                             9,949,100
<PP&E>                                      64,488,900
<DEPRECIATION>                              27,767,000
<TOTAL-ASSETS>                              48,517,000
<CURRENT-LIABILITIES>                        2,677,800
<BONDS>                                     21,462,500
<COMMON>                                       257,900
                                0
                                          0
<OTHER-SE>                                  46,066,000
<TOTAL-LIABILITY-AND-EQUITY>                48,517,000
<SALES>                                      7,826,800
<TOTAL-REVENUES>                             7,826,800
<CGS>                                        6,229,100
<TOTAL-COSTS>                                6,229,100
<OTHER-EXPENSES>                             1,674,900
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,237,700
<INCOME-PRETAX>                            (3,249,500)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (3,249,500)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (3,249,500)
<EPS-PRIMARY>                                   (0.13)
<EPS-DILUTED>                                   (0.13)
        

</TABLE>


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