CANYON RESOURCES CORP
10-Q, 1996-11-12
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, 1996

                                     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:
          37,503,638 shares of the Company's Common Stock were outstanding as
          of November 1, 1996.


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

<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, 1995.


     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 7-9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . Page 10-11





<PAGE>   3
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                      September 30,   December 31,
                                                                                          1996            1995
                                                                                      -------------   -------------
<S>                                                                                   <C>             <C>
ASSETS

Cash and cash equivalents                                                             $  8,202,900    $  1,893,800
Restricted cash                                                                          6,273,300      25,212,600
Accounts receivable                                                                        897,000         586,300
Inventories                                                                              2,025,200         664,200
Prepaid and other assets                                                                   379,100         297,900
                                                                                      ------------    ------------
    Total current assets                                                                17,777,500      28,654,800
                                                                                      ------------    ------------

Property and equipment, at cost
   Mining claims and leases                                                             37,482,500      34,321,800
   Producing properties                                                                  4,579,600       2,869,100
   Other                                                                                28,465,300       2,692,600
                                                                                      ------------    ------------
                                                                                        70,527,400      39,883,500
   Accumulated depreciation and depletion                                               (1,815,600)     (1,359,100)
                                                                                      ------------    ------------
     Net property and equipment                                                         68,711,800      38,524,400
                                                                                      ------------    ------------

Deferred financing costs, net of amortization of $0 at
       September 30, 1996, and $741,100 at December 31, 1995                             1,298,200       1,981,800
Other assets                                                                               748,500       3,263,200
                                                                                      ------------    ------------

     Total Assets                                                                     $ 88,536,000    $ 72,424,200
                                                                                      ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                      $  1,724,200    $    806,900
Notes payable  - current                                                                 2,089,000         216,600
Accrued taxes, other than payroll and income                                               149,500         413,200
Accrued reclamation costs                                                                2,029,700         686,000
Deferred income taxes                                                                      267,900         267,900
Other accrued liabilities                                                                  638,500         476,800
                                                                                      ------------    ------------
    Total current liabilities                                                            6,898,800       2,867,400

Notes payable - long term                                                               28,145,400      47,371,800
Accrued reclamation costs                                                                  200,000       2,026,000
Other noncurrent liabilities                                                               376,700          88,500
                                                                                      ------------    ------------
     Total Liabilities                                                                  35,620,900      52,353,700
                                                                                      ------------    ------------

Common stock ($.01 par value) 100,000,000 shares authorized; issued and out-
   standing:  37,503,600 at September 30, 1996, and 25,793,300 at December 31, 1995        375,000         257,900
Capital in excess of par value                                                          81,465,900      46,072,500
Deficit                                                                                (28,925,800)    (26,259,900)
                                                                                      ------------    ------------
     Total Stockholders' Equity                                                         52,915,100      20,070,500
                                                                                      ------------    ------------

     Total Liabilities and Stockholders' Equity                                       $ 88,536,000    $ 72,424,200
                                                                                      ============    ============
</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, 
                                               1996             1995              1996             1995      
                                          --------------    -------------    -------------    -------------- 
<S>                                         <C>             <C>               <C>             <C>            
     REVENUE                                                                                                 
Sales                                       $  1,535,100    $  1,978,800      $  3,982,300    $  7,826,800   
                                            ------------    ------------      ------------    ------------   
                                                                                                             
     EXPENSES                                                                                                
Cost of sales                                  1,488,700       1,764,700         3,634,900       6,229,100   
Depreciation, depletion, and amortization         79,900         189,000           199,900         650,900   
Selling, general and administrative              838,300         735,700         2,577,300       2,585,500   
Exploration costs                                 95,700         223,300           317,800         812,500   
Abandoned mineral properties                      71,300          46,900            71,300         182,500   
                                            ------------    ------------      ------------    ------------   
                                                                                                             
                                               2,573,900       2,959,600         6,801,200      10,460,500   
                                            ------------    ------------      ------------    ------------   
                                                                                                             
     OTHER INCOME (EXPENSE)                                                                                  
Interest income                                  247,400         120,500           972,000         485,800   
Interest expense                                 (40,500)       (404,600)         (842,800)     (1,237,700)  
Gain (loss) on asset disposals                         0          10,500            (4,000)        171,100   
Other                                             (6,100)          3,900            27,800         (35,000)  
                                            ------------    ------------      ------------    ------------   
                                                                                                             
                                                 200,800        (269,700)          153,000        (615,800)  
                                            ------------    ------------      ------------    ------------   
                                                                                                             
Net loss                                    $   (838,000)   $ (1,250,500)     $ (2,665,900)   $ (3,249,500)  
                                            ============    ============      ============    ============   
                                                                                                             
                                                                                                             
Net loss per share                          $      (0.02)   $      (0.05)     $      (0.08)   $      (0.13)  
                                            ============    ============      ============    ============   
                                                                                                             
Weighted average shares outstanding           37,453,600      25,784,600        31,866,100      25,664,600   
                                            ============    ============      ============    ============   
</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,
                                                                            1996            1995
                                                                       -------------    -------------
<S>                                                                     <C>             <C>   
Cash flows from operating activities:
  Net loss                                                              $ (2,665,900)   $ (3,249,500)
                                                                        ------------    ------------
  Adjustments to reconcile net loss to net cash:
    Depreciation, depletion, and amortization                                199,900         650,900
    Amortization of financing costs                                          154,500         214,100
    Abandonment loss                                                          71,300         182,500
    (Gain) loss on asset disposals                                             4,000        (171,100)
    Other                                                                       --            21,600
    Changes in assets and liabilities,
      (Increase) in receivables                                             (208,200)        (75,100)
      (Increase) decrease in inventories                                  (1,263,400)      1,471,200
      (Increase) in prepaid and other assets                                 (86,900)        (32,100)
      (Decrease) increase in accounts payable and accrued liabilities        923,200        (542,900)
      (Decrease) increase in other liabilities                            (1,845,600)        534,700
                                                                        ------------    ------------

      Total adjustments                                                   (2,051,200)      2,253,800
                                                                        ------------    ------------

      Net cash used in operating activities                               (4,717,100)       (995,700)
                                                                        ------------    ------------

Cash flows from investing activities:
  Purchases of property and equipment                                    (28,632,600)     (5,859,900)
  Proceeds on asset dispositions                                              45,300         431,900
  Other                                                                       20,000          20,000
                                                                        ------------    ------------

     Net cash used in investing activities                               (28,567,300)     (5,408,000)
                                                                        ------------    ------------
Cash flows from financing activities:
  Issuance of stock, net                                                  14,530,600          28,600
  Debenture conversion cost                                                     --           (43,500)
  Payments on debt                                                          (179,100)       (328,300)
  Payments on capital lease obligations                                      (37,900)        (22,900)
  Proceeds from loans                                                     25,522,700            --
  Payments to escrow account                                                 (83,100)           --
  Payments for debt issuance costs                                          (159,700)           --
  Deferred financing costs                                                      --          (238,000)
                                                                        ------------    ------------

     Net cash provided by (used in)  financing activities                 39,593,500        (604,100)
                                                                        ------------    ------------

Net increase (decrease) in cash and cash equivalents                       6,309,100      (7,007,800)
Cash and cash equivalents, beginning of year                               1,893,800      13,280,100
                                                                        ------------    ------------

Cash and cash equivalents, end of period                                $  8,202,900    $  6,272,300
                                                                        ============    ============
</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 $792,800 of interest, net of $1,101,700 capitalized during
   the first nine months of 1996, and $709,500, net of $6,700 capitalized
   during the corresponding period of 1995.

2. The Company paid no income taxes during the first nine months of 1996, and
   no income taxes during the corresponding period of 1995.

Supplemental schedule of noncash investing and financing activities:

1. The Company acquired $356,400 in equipment through capital leases during
   the first nine months of 1996, and $48,600 in equipment through capital
   leases during the first nine months of 1995.

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 $1,812,000 were converted into 525,200
   shares of common stock and debentures in the principal amount of
   $19,363,000 were redeemed by the Company into 5,849,800 shares of common
   stock during the first nine months of 1996.  During the first nine months of
   1995, $725,000 in principal was converted to 210,100 shares of common
   stock.

4. The Company issued 150,000 shares of common stock which was valued at
   $403,100 in exchange for a royalty interest during the first nine months of
   1996.



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





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

1.       BASIS OF PRESENTATION:

         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 cash flows 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.       INTERIM RESULTS:

         The foregoing interim results are not necessarily indicative of the
         results of operations for the full year ending December 31, 1996, as
         the Briggs Mine is scheduled to commence gold production in the fourth
         quarter of 1996.

3.       USE OF ESTIMATES:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period.  Actual results could differ
         from those estimates.

4.       RESTRICTED CASH:

         Restricted cash consisted of the following:

<TABLE>
<CAPTION>
                                                  September 30, 1996   December 31, 1995
                                                  ------------------   -----------------
         <S>                                      <C>                      <C>
         Collateral for Letter of Credit (a)          $ 1,953,000          $ 1,953,000
         Collateral for Letter of Credit (b)              500,000              500,000
         Unexpended proceeds from                                      
         loan drawing (c)                               1,736,900           23,259,600
         Contingency account (d)                        2,083,400            2,000,300
                                                      -----------          -----------
                                                      $ 6,273,300          $27,712,900
         Current portion                                6,273,300           25,212,600
                                                      -----------          -----------
         Noncurrent portion                           $      -             $ 2,500,300
                                                      ===========          ===========
</TABLE>





                                        7
<PAGE>   8
4.       RESTRICTED CASH: (Continued)

         (a)     In connection with the issue of certain bonds in 1995 for the
                 performance of reclamation obligations at the Kendall and
                 Briggs Mines, a bank Letter of Credit has been provided in
                 favor of the Surety as partial collateral for such bond
                 obligations.  The Letter of Credit, in the amount of
                 $1,953,000, will expire no earlier than December 31, 1996, and
                 at the bank's option, may be renewed for successive one-year
                 periods.  The Company has fully collateralized the Letter of
                 Credit by depositing cash in the amount of $1,953,000 with the
                 bank.

         (b)     In connection with a first year work commitment on an
                 exploration property in Ethiopia, a bank Letter of Credit has
                 been provided in favor of the Ministry of Mines and Energy,
                 Federal Democratic Republic of Ethiopia.  The Letter of
                 Credit, in the amount of $500,000, will expire on January 6,
                 1997.  The Company has fully collateralized the Letter of
                 Credit by depositing cash in the amount of $500,000 with the
                 bank.

         (c)     Restricted solely for the development of the Briggs Mine.

         (d)     As a condition precedent to closing on the Briggs loan
                 facility, the Company transferred $2.0 million to an escrow
                 account to be held in reserve against construction cost
                 overruns at the Briggs Mine.  These funds are expected to be
                 partially utilized during the fourth quarter of 1996 to meet
                 final working capital requirements with the balance used to
                 complete an expansion phase of development currently scheduled
                 in the second quarter of 1997.

5.       INVENTORIES:

         Inventories consisted of the following:
<TABLE>
<CAPTION>
                                                 September 30, 1996     December 31, 1995
                                                 ------------------     -----------------
                  <S>                                 <C>                   <C>
                  Gold-in-process (a)                 $1,194,700            $389,200
                  Industrial minerals (a)                326,900             120,000
                  Materials and supplies                 503,600             155,000
                                                      ----------            --------
                                                      $2,025,200            $664,200
                                                      ==========            ========
</TABLE>

         (a)     Includes all direct and indirect costs of mining, crushing,
                 processing, and site overhead expenses.

6.       NOTES PAYABLE:

         Notes payable consisted of the following at:
<TABLE>
<CAPTION>
                                                  September 30, 1996    December 31, 1995
                                                  ------------------    -----------------
             <S>                                      <C>                   <C>
               Briggs Loan (a)                        $30,000,000           $26,000,000
               6% Debentures (b)                                -            21,175,000
               Caterpillar Finance Note (c)               234,400               413,400
                                                      -----------           -----------
                                                      $30,234,400           $47,588,400
               Current portion                          2,089,000               216,600
                                                      -----------           -----------
               Notes Payable - Long Term              $28,145,400           $47,371,800
                                                      ===========           ===========
</TABLE>





                                        8
<PAGE>   9
6.       NOTES PAYABLE: (Continued)

         (a)     On December 6, 1995, the Company's wholly owned subsidiary, CR
                 Briggs Corporation, secured a $34.0 million loan facility to
                 finance the capital requirements of mine construction and
                 working capital for its Briggs Mine in California.  On
                 December 27, 1995, drawing commenced on the facility and $25.0
                 million principal in the form of a gold loan and $1.0 million
                 principal as a dollar loan were drawn.  The gold loan portion
                 was monetized at $388.05 per ounce, or 64,425 ounces.  An
                 additional $4.0 million principal as dollar loans were drawn
                 during the first nine months of 1996.  Average interest rates
                 on the drawings for the nine months ended September 30, 1996
                 were (i) 4.19% on the $25.0 million gold loan and (ii) 9.70%
                 on the $5.0 million cash loans.  During the first nine months
                 of 1996, interest payments of $1,080,000 were made utilizing
                 proceeds from the drawings.

         (b)     On June 2, 1993, the Company sold $22.0 million (none
                 outstanding at September 30, 1996) of Subordinated Convertible
                 Notes (the "Notes") which were due June 1, 1998.  Interest was
                 payable semi-annually on June 1 and December 1 at a rate of 6%
                 per annum.  The Notes were convertible at the option of the
                 holder any time into common shares at the rate of $3.45 per
                 share.  On or after June 1, 1996, the Company could redeem the
                 Notes 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.  On June 14, 1996, the Company gave
                 notice to all holders of record that the Notes in the then
                 aggregate principal amount of $21,075,000 would be redeemed on
                 July 12, 1996, by the issuance of common stock at a price
                 equal to $3.31 per share.  The Company subsequently issued
                 6,346,100 shares in July, 1996, in connection with the call
                 for redemption.

         (c)     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 1996, the
                 Company paid $26,400 of interest and reduced the principal
                 balance by $179,000.

7.       INCOME TAXES:

         The Company has not recorded a tax benefit for the current periods as
         the benefit is not expected to be realized during the year.  The
         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.





                                       9
<PAGE>   10
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

         The Company recorded a net loss of $838,000, or $0.02 per share, on
revenues of $1,535,100 during the third quarter of 1996 and a net loss of
$2,665,900, or $0.08 per share, on revenues of $3,982,300 for the first nine
months of 1996.  This compares to 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 during the first nine
months of 1995.  Although the current periods were impacted by lower gold
production at the Kendall Mine, lower non-project related exploration expenses,
lower interest expense, and higher interest income resulted in an overall
improvement from the comparable periods in 1995.

         For the three months ended September 30, 1996, the Company sold 1,200
ounces of gold and 900 ounces of silver at an average price of $386 per
equivalent gold ounce.  For the comparable period of 1995, 3,400 ounces of gold
and 800 ounces of silver were sold at an average price of $384 per equivalent
gold ounce.  For the first nine months of 1996, 3,269 ounces of gold and 2,308
ounces of silver were sold at an average price of $392 per equivalent gold
ounce.  For the prior year comparable period, the Company sold 14,763 ounces of
gold and 7,886 ounces of silver at an average price of $386 per equivalent gold
ounce.

         Cost of sales at Kendall was $678 per ounce for the three months ended
September 30, 1996 and $642 per ounce for the first nine months of 1996, as
compared to $414 per ounce and $346 per ounce, respectively, for the comparable
periods in 1995.  The higher unit costs in the current periods are due to lower
production levels during the rinsedown of the leach pads in preparation for
final reclamation.  The Company expects to terminate residual leaching at
Kendall during the fourth quarter of 1996 and commence final reclamation
efforts in 1997.

         Depreciation, depletion and amortization decreased in the current
periods due to a 1995 fourth quarter write-off of Kendall's remaining asset
carrying values.

         Interest income was higher in the current periods due to higher
investible balances.  Interest expense was lower in the current periods because
the Company redeemed its 6% Convertible Notes in July 1996.

         The Company recorded a gain of $160,600 on the sale of a portion of
the Kendall mining equipment during the prior nine-month period, with no
comparable activity for the current period.

LIQUIDITY & CAPITAL RESOURCES

         Net cash used in operating activities during the nine months ended
September 30, 1996 was $4,717,100, as compared to a use of $995,700 for the
same period in 1995.  The increased use of cash in the current period was
principally due to lower gold sales and working capital requirements for the
Briggs Mine.  Cash and cash equivalents at September 30, 1996 was $8,202,900.





                                       10
<PAGE>   11
         The Company spent $28,632,600 on capital programs for the nine months
ended September 30, 1996, principally on the Briggs and McDonald projects. 
Capital expenditures and working capital requirements at Briggs, which totalled
$25,522,700 for the nine month period, were financed by draws from a loan
facility .  In October, 1996, initial gold production occurred at the Briggs
Mine and approximately 10,000 ounces of gold production from Briggs is expected
for 1996.

         On June 14, 1996, the Company gave notice to all holders of record
that its 6% Convertible Subordinated Notes in the aggregate principal amount of
$21,075,000 would be redeemed on July 12, 1996, by the issuance of common
stock, at a price equal to $3.31 per share.  The Company subsequently issued
6,346,100 shares in July, 1996, in connection with the call for redemption.

         On March 26, 1996, the Company completed a private placement in the
amount of $12.1 million ($11.2 million net of expenses).  The offering was
completed at a price of $3.00 per unit which included one share of common stock
(4,034,300 total shares) and one-half warrant (2,017,200 total warrants).  Each
whole warrant entitles the holder to purchase one share of common stock at an
exercise price equal to $3.75 per share.  The warrants expire on March 25,
1999.  The Company filed a Registration Statement under the Securities and
Exchange Act of 1933 in respect of the common shares, the warrants, and the
common shares underlying the warrants which was declared effective by the
Securities and Exchange Commission on May 14, 1996.

         During the second quarter of 1996, the Company received proceeds of
$2,978,900 in connection with the exercise of various warrants to purchase
common stock.  The Company issued 878,100 shares of common stock as a result of
the warrant exercises.





                                       11
<PAGE>   12
                          PART II   OTHER INFORMATION


<TABLE>
<S>                                                                         <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(a)  EXHIBITS:  . . . . . . . . . . . . . . . . . . . . . . . . . . . None

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

ITEM 6(b)  REPORTS ON FORM 8-K: . . . . . . . . . . . . . . . . . . . . . . None
</TABLE>





                                       12
<PAGE>   13
                                   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 11, 1996                     /s/ Richard T. Phillips         
                                               --------------------------------

                                               Richard T. Phillips
                                               Treasurer



Date:   November 11, 1996                      /s/ Gary C. Huber               
                                               --------------------------------

                                               Gary C. Huber
                                               Chief Financial Officer





                                       13
<PAGE>   14
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                 EXHIBIT DESCRIPTION                      PAGE 
- -----------                 -------------------                      ---- 
<S>                         <C>                                      <C>  
   11                       Calculation of primary and fully              
                            diluted income (loss) per share               
                                                                          
   27                       Financial Data Schedule                       
</TABLE>





                                       14

<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,
                                                   1996             1995            1996            1995
                                                ----------      -----------     -----------     -----------
<S>                                             <C>             <C>             <C>             <C>

PRIMARY EARNINGS PER SHARE:

Computation for Statement of Operations
- ---------------------------------------

Adjustment to net loss per statements
  of operations to amount used in primary
  loss per share computation:

  Net loss                                       ($838,000)     ($1,250,500)    ($2,665,900)    ($3,249,500)

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

Net loss, as adjusted                            ($838,000)     ($1,250,500)    ($2,665,900)    ($3,249,500)
                                                ==========      ===========     ===========     ===========

Adjustment to weighted average shares
  outstanding to amount used in primary
  earnings (loss) per share computation:

  Weighted average shares outstanding           37,453,600       25,784,600      31,866,100      25,664,600

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

  Add shares issuable from assumed
    exercise of convertible debentures             (B)              (B)             (B)             (B)
                                                ----------      -----------     -----------     -----------

  Primary average shares outstanding,
    as adjusted                                 37,453,600       25,784,600      31,866,100      25,664,600
                                                ==========      ===========     ===========     ===========

  Primary loss per share                            ($0.02)          ($0.05)         ($0.08)         ($0.13)
                                                ==========      ===========     ===========     ===========
</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.
        
<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,
                                                   1996             1995            1996            1995
                                                ----------      -----------     -----------     -----------
<S>                                             <C>             <C>             <C>             <C>

FULLY-DILUTED EARNINGS PER SHARE:

Computation for Statement of Operations
- ---------------------------------------

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

  Net loss                                       ($838,000)     ($1,250,500)    ($2,665,900)    ($3,249,500)

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

  Net loss, as adjusted                          ($838,000)     ($1,250,500)    ($2,665,900)    ($3,249,500)
                                                ==========      ===========     ===========     ===========

Adjustment to weighted average shares
  outstanding to amount used in fully
  diluted loss per share computation:

  Weighted average shares outstanding           37,453,600       25,784,600      31,866,100      25,664,600

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

  Add shares issuable from assumed
    exercise of convertible debentures             (B)              (B)             (B)             (B)
                                                ----------      -----------     -----------     -----------

  Fully-diluted average shares 
    outstanding, as adjusted                    37,453,600       25,784,600      31,866,100      25,664,600
                                                ==========      ===========     ===========     ===========

  Fully-diluted loss per share                      ($0.02)          ($0.05)         ($0.08)         ($0.13)
                                                ==========      ===========     ===========     ===========
</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.

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                      14,476,200
<SECURITIES>                                         0
<RECEIVABLES>                                  897,000
<ALLOWANCES>                                         0
<INVENTORY>                                  2,025,200
<CURRENT-ASSETS>                            17,777,500
<PP&E>                                      70,527,400
<DEPRECIATION>                               1,815,600
<TOTAL-ASSETS>                              88,536,000
<CURRENT-LIABILITIES>                        6,898,800
<BONDS>                                     28,145,400
                                0
                                          0
<COMMON>                                       375,000
<OTHER-SE>                                  81,465,900
<TOTAL-LIABILITY-AND-EQUITY>                88,536,000
<SALES>                                      3,982,300
<TOTAL-REVENUES>                             3,982,300
<CGS>                                        3,634,900
<TOTAL-COSTS>                                3,634,900
<OTHER-EXPENSES>                               589,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             842,800
<INCOME-PRETAX>                            (2,665,900)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,665,900)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,665,900)
<EPS-PRIMARY>                                   (0.08)
<EPS-DILUTED>                                   (0.08)
        

</TABLE>


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