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As filed with the Securities and Exchange Commission on January 12, 1996.
Registration No. 33-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANYON RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 14142 DENVER WEST PARKWAY, SUITE 250 84-0800747
(State or other jurisdiction of GOLDEN, COLORADO 80401 (I.R.S. Employer
incorporation or organization) (303) 278-8464 Identification Number)
(Address, including zip code, and
telephone number, including area code,
of Registrant's principal executive office)
</TABLE>
GEORGE S. YOUNG
14142 DENVER WEST PARKWAY, SUITE 250
GOLDEN, COLORADO 80401
(303) 278-8464
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate
Titles of securities Amount to be price per offering Amount of
to be registered registered share(1) price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 61,539 Shares $ 2.84 $174,770.76 $100.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average high and low market prices of Canyon Common
Stock on January 8, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 12, 1996
PROSPECTUS
CANYON RESOURCES CORPORATION
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61,539 SHARES OF
COMMON STOCK
This Prospectus covers 61,539 shares (the "Shares") of the Common
stock, $.01 par value ("Common Stock") of Canyon Resources Corporation
("Canyon" or the "Company") which are being offered by the Selling Shareholder
through brokers' and dealers' transactions, not involving any underwriter. The
Company will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholder. (See "Selling Shareholder".)
Brokers or dealers through whom the Shares are sold may receive
compensation in the form of commissions from the Selling Shareholder and/or the
purchasers of the Shares for whom they act as agent. (See "Plan of
Distribution".)
The Company's Common Stock is traded in the over-the-counter market
and is quoted on NASDAQ's National Market under the symbol "CYNR." On January
8, 1996, the closing price of the Common Stock on NASDAQ's National Market was
$2.875.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
FOR A DISCUSSION OF CERTAIN MATTERS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE SECURITIES, SEE "PRINCIPAL RISK FACTORS."
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The date of this Prospectus is _____________, 1996.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy any security
other than the securities covered by this Prospectus, nor does it constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and accordingly files reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements, and other information
filed with the Commission are available for inspection and copying at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at certain of
the Commission's regional offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604; and 7 World Trade
Center, New York, New York 10048, upon payment of the charges prescribed
therefor by the Commission.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement. Copies of the Registration Statement are
available from the Commission as set forth above.
The Common Stock of the Company is currently traded in the
over-the-counter market and is quoted on NASDAQ, National Market. Reports,
proxy statements and other information filed by the Company therewith can be
inspected at the National Association of Securities Dealers, Inc., 1735 K
Street N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-14329) with
the Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
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2. Quarterly Reports on Form 10-Q for the periods ended March 31,
1995, June 30, 1995 and September 30, 1995; and
3. A description of the Company's Common Stock contained in the
Registration Statement on Form 8-A as declared effective by
the Securities and Exchange Commission on March 18, 1986.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents which
are not specifically incorporated by reference herein. Requests should be
directed to Canyon Resources Corporation, 14142 Denver West Parkway, Suite 250,
Golden, CO 80401, Attention: George S. Young (telephone 303-278-8464).
CANYON RESOURCES CORPORATION
Canyon Resources Corporation, a Delaware corporation (the "Company" or
"Canyon"), is a Colorado-based company which was organized in 1979 to explore,
acquire, develop, and produce mineral properties. The Company, in doing
business, acts on its own behalf and through its subsidiaries. The "Company"
or "Canyon" is also used to refer to all of the wholly owned and majority owned
subsidiaries of Canyon Resources Corporation. The Company filed a Registration
Statement and completed its initial public offering of securities in 1986.
Since that time the Company has been a reporting company and its securities
have been traded on NASDAQ.
The Company is involved in all phases of the mining business from
early stage exploration, exploration drilling, development drilling,
feasibility studies and permitting, through construction, operation and final
closure of mining projects.
The Company has gold and industrial mineral production operations in
the Western United States. The Company also conducts exploration activities in
the search for valuable mineral
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properties in the western United States. In the past two years, the Company
has commenced an exploration program in many areas of increasing interest
throughout Latin America and Africa. The Company's exploration and development
efforts emphasize precious metals (gold and silver) and industrial minerals.
Once acquired, mineral properties are evaluated by means of geologic
mapping, rock sampling, and geochemical analyses. Properties having favorable
geologic conditions and anomalous geochemical results usually warrant further
exploration by the Company. In almost all cases, exploration or development
drilling is required to further test the mineral potential of each property.
If a property has been adequately evaluated and does not warrant additional
work, the property is marketed to another company or abandoned.
Properties which have a demonstrated inventory of mineralized rock of
a potentially economic nature are further evaluated by conducting various
studies including calculation of tonnage and grade, metallurgical testing,
development of a mine plan, environmental baseline studies and economic
feasibility studies. If economics of a project are favorable, a plan of
operations is developed and submitted to the required governmental agencies for
review. Depending on the magnitude of the proposed project and its
environmental impact, an environmental analysis report or environmental impact
statement may be required prior to issuance of permits for the construction of
a mining operation.
The Company conducts a portion of its mineral exploration and
development through joint ventures with other companies. The Company has also
independently financed the acquisition of mineral properties and conducted
exploration and drilling programs and implemented mine development and
production from mineral properties in the western United States and exploration
programs in Latin American and Africa.
The Company is continually evaluating its properties and other
properties which are available for acquisition, and will acquire, joint
venture, market to other companies, or abandon properties in the ordinary
course of business.
On December 21, 1995, the Company completed two financings totaling
$44 million which the Company believes will provide for 100% of the capital
requirements of mine construction and working capital, reclamation bonding, and
leasing of new mining equipment for the Company's Briggs Gold Mine in the
Panamint Valley of southeastern California. Of such amount, a $34 million gold
loan facility was provided by a syndication of three banks, Banque Paribas,
Bayerische Vereinsbank AG and N M Rothschild & Sons Ltd. Caterpillar Finance
provided the remaining $10 million through a credit line to support leasing of
new mining equipment for the project. Construction of the Briggs Mine
commenced immediately upon the completion of the financing arrangements.
The Company's principal executive office is located at 14142 Denver
West Parkway, Suite 250, Golden, Colorado 80401, telephone (303) 278-8464.
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PRINCIPAL RISK FACTORS
GENERAL RISKS RELATED TO THE MINING INDUSTRY
Nature of Mineral Exploration and Production. Exploration for
minerals is highly speculative and involves greater risks than many other
businesses. Many exploration programs do not result in the discovery of
mineralization and any mineralization discovered may not be of sufficient
quantity or quality to be profitably mined. Uncertainties as to the
metallurgical amenability of any minerals discovered may not warrant the mining
of these minerals on the basis of available technology. The Company's
operations are subject to all of the operating hazards and risks normally
incident to exploring for and developing mineral properties, such as
encountering unusual or unexpected formations, environmental pollution,
personal injury and flooding.
Competition and Scarcity of Mineral Lands. Many companies and
individuals are engaged in the mining business, including large, established
mining companies with substantial capabilities and long earnings records.
There is a limited supply of desirable mineral lands available for claim
staking, lease or other acquisition in the United States and other areas where
the Company contemplates conducting exploration activities. The Company may be
at a competitive disadvantage in acquiring mining properties since it must
compete with these individuals and companies, many of which have greater
financial resources and larger technical staffs than the Company.
Fluctuation in the Price of Minerals. The market price of minerals is
extremely volatile and beyond the control of the Company. If the price of a
mineral should drop dramatically, the value of the Company's properties which
are being explored or developed for that mineral could also drop dramatically
and the Company might not be able to recover its investment in those
properties. The decision to put a mine into production, and the commitment of
the funds necessary for that purpose, must be made long before the first
revenues from production will be received. Price fluctuations between the time
that such a decision is made and the commencement of production can change
completely the economics of the mine. Although it is possible to protect
against price fluctuations by hedging in certain circumstances, the volatility
of mineral prices represents a substantial risk in the mining industry
generally which no amount of planning or technical expertise can eliminate.
Environmental Controls. Compliance with environmental quality
requirements and reclamation laws imposed by federal, state, and local
governmental authorities may necessitate significant capital outlays, may
materially affect the economics of a given property, or may cause material
changes or delays in the Company's intended activities. New or different
environmental standards imposed by any governmental authority in the future may
adversely affect the Company's activities.
Uncertainty of Title. Most of the Company's mining properties are
unpatented mining claims to which the Company has only possessory title.
Because title to unpatented mining claims is subject to inherent uncertainties,
it is difficult to determine conclusively ownership of such claims. In
addition, in order to retain title to an unpatented mining claim, a claim
holder must have met annual assessment work requirements ($100 per claim)
through September 1, 1992 and must have complied
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with stringent state and federal regulations pertaining to the filing of
assessment work affidavits. Moreover, after September 1, 1992, the right to
locate or maintain a claim generally is conditional upon payment to the United
States of a rental fee of $100 per claim per year for each assessment year
instead of performing assessment work. State law may, in some instances, still
require performance of assessment work. Since a substantial portion of all
mineral exploration, development and mining in the United States now occurs on
unpatented mining claims, this uncertainty is inherent in the mining industry.
The present status of the Company's properties as unpatented mining
claims located on public lands of the U.S. allows the claimant the exclusive
right to mine and remove valuable minerals, such as precious and base metals
and industrial minerals, found therein, and also to use the surface of the land
solely for purposes related to mining and processing the mineral-bearing ores.
However, legal ownership of the land remains with the U.S. Accordingly, with an
unpatented claim, the U.S. retains many of the incidents of ownership of land,
the U.S. regulates use of the surface, and the Company remains at risk that the
claims may be forfeited either to the U.S. or to rival private claimants due to
failure to comply with statutory requirements as to location and maintenance of
the claims. If there exists a valuable deposit of locatable minerals (which is
the requirement for the unpatented claim to be valid in the first place), and
provided certain levels of work and improvements have been performed on an
unpatented mining claim, the Mining Law of 1872 authorizes claimants to then
seek to purchase the full title to the claim, thereby causing the claim to
become the private property of the claimant. Such full ownership expands the
claimant's permissible uses of the property (to any use authorized for private
property) and eliminates the need to comply with maintenance and reporting
requirements necessary to protect rights in an unpatented claim.
Because the Company believes that it has established the existence of
valuable mineral deposits in certain of its properties, and has maintained and
improved the claims in the manner required by law, it has sought to enhance its
rights in those properties by seeking issuance of mineral patents. In July of
1992, the Company caused four applications for mineral patent for the 20 lode
mining claims comprising the then-known ore reserves at the Briggs property to
be filed with the Bureau of Land Management ("BLM"). However, due to
administrative backlogs in the California State Office of the BLM, processing
of those applications has not proceeded. On December 30, 1993, the Company
caused five applications for mineral patent for the 15 placer mining claims
which encompass known ore reserves on public lands for the diatomite operations
conducted by the Company's subsidiary, CR Minerals, to be filed with the Nevada
State Office of the BLM. Those applications have been processed to the point
where the purchase price for the claims has been accepted.
On October 1, 1994, while the patent applications were pending,
Congress imposed a moratorium on accepting and processing mineral patent
applications within the Department of the Interior. Under the terms of the
continuing statutory moratorium (as interpreted by the Secretary of the
Interior), and solely as a result of the actions or inactions of the respective
state offices prior to the time the moratorium became effective, the Secretary
considers the California applications not to be exempt from the moratorium, and
therefore will not allow them to be processed while the moratorium remains in
effect, but the Nevada applications are considered exempt and should be
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adjudicated. The Company instituted litigation in the U.S. District Court for
the District of Nevada to attempt to force the Secretary to construe all of the
applications as exempt from the moratorium and to diligently process all of
them, either by granting patents or by contesting the claims. However, the
Court has declined to compel the Secretary to expedite processing of the
applications. The Court's decision does not determine the validity of the
claims, nor does it directly affect the Company's basic ability to conduct
mining operations on the claims.
The Company has no reason to believe that grounds exist for denial of
any of the patents when and if they are ultimately adjudicated. However, there
can be no assurance that such patents will be granted.
Proposed Legislation Affecting the Mining Industry. For the last
several Congressional sessions, bills have been repeatedly introduced in the
U.S. Congress which would supplant or radically alter the provisions of the
Mining Law of 1872. As of December 31, 1995, no such bills have passed,
although a number of differing and sometimes conflicting bills are now pending.
If enacted, such legislation could substantially increase the cost of holding
unpatented mining claims and could impair the ability of companies to develop
mineral resources on unpatented mining claims. Under the terms of certain
proposed legislation, the ability of companies to obtain a patent on unpatented
mining claims would be nullified or substantially impaired. Moreover, certain
forms of such proposed legislation contain provisions for the payment of
royalties to the federal government in respect of production from unpatented
mining claims, which could adversely affect the potential for development of
such claims and the economics of operating existing mines on federal unpatented
mining claims. The Company's financial performance could therefore be affected
adversely by passage of such legislation. It is impossible to predict at this
point what any legislated royalties might be, but a potential three to four
percent gross royalty, assuming a gold price of $400 per ounce, would have an
approximated $12 to $16 per ounce impact on the Company's costs of production
from unpatented mining claims.
SPECIFIC RISKS RELATED TO THE COMPANY
Permitting Risks at the McDonald Facilities. Mining activity in the
United States is subject to the granting of numerous permits under applicable
Federal and State statutes, including, but not limited to, the National
Environmental Policy Act, the Clean Water Act, the Clean Air Act, and the
California Environmental Quality Act. It is not legal to engage in mining
activity without securing the permits required by these and other statutes.
Initiation of gold production at the McDonald project will thus require the
granting of numerous permits, some of which are discretionary.
Construction and Start-up Risk at the Briggs Project. The Company has
received all of its permits and approvals for the development and operation of
the Briggs Project, and has obtained financing estimated to cover 100% of
project development costs of $34 million for construction of project facilities
and $10 million for mining equipment. Construction commenced in December 1995,
with project start-up and commercial gold production scheduled to commence in
the second half of 1996 at a production rate of approximately 75,000 ounces of
gold per year. However, no assurance
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can be given that the project will be constructed and placed into production
successfully or within either the time frame or capital costs described above.
Limited Remaining Life of the Kendall Mine. The Company's principal
revenue and income producing asset is the Kendall Mine, located near Lewistown,
Montana. The Kendall Mine has produced over 295,000 ounces of gold. Mining
activity at the Kendall Mine ceased in January, 1995, and the Company estimates
that gold produced by the Kendall Mine will no longer be sold profitably after
1996. Thus, the ability of the Company to generate increased revenues or
earnings is dependent on its ability to bring into production additional
facilities, such as the Briggs Mine.
Short Term Liquidity. As a consequence of the wind-down of the
Kendall Mine and the gap between the expected commencement of production at the
Briggs Mine, the Company's existing cash reserves will need to be supplemented
by additional financing to fund operations in the interim. Although the
Company believes it will be successful in raising such funds, there can be no
assurances that sufficient funds will be raised. If the Company is unable to
obtain such funding, it would need to significantly curtail its corporate
activities and/or consider the sale of an asset or assets.
Market Effects of Stock. After this offering of Common Stock is
consummated, additional shares of the Company's Common Stock will be available
for trading in the public market. Any increase in the number of shares of the
Company's Common Stock in the market and the possibility of sales of such stock
may have a depressive effect on the price of the Company's Common Stock.
Uncertainty of Funding for Exploration. Prior to 1986, the Company
funded its exploration and acquisition activities through joint venture
arrangements, which minimized the cost of such activities to the Company and
allowed it to explore and acquire a greater number of properties than it would
otherwise have been able to explore or acquire on its own. Since 1986, the
Company has funded a portion of its exploration activities without joint
venture participation, resulting in increased costs to the Company. The
Company has been successful in raising such funds for its exploration
activities. Additional funding from existing partners or third parties,
however, may be necessary to conduct detailed and thorough evaluations of, and
to develop certain properties. The Company's ability to obtain this financing
will depend upon, among other things, the price of gold and the industry's
perception of its future price. Therefore, availability of funding is
dependent largely upon factors outside of the Company's control, and cannot be
accurately predicted. The Company does not know from what sources it will
derive any required funding. If the Company is not able to raise additional
funds (as to which there can be no assurance), it will not be able to fund
certain exploration activities on its own.
Uncertainty of Funding for Production. The Company believes that its
producing properties have been adequately financed for current and ongoing
production. If the Company's continuing exploration and/or development
activities indicate economically minable ore on other properties now owned or
hereafter acquired by the Company, however, the Company will be required to
expend potentially large sums to put such properties into production. The
amount of such financing could be reduced if the Company sells assets or enters
into joint ventures on one or more of its properties. The Company may need to
seek additional funding for the Seven-Up Pete/McDonald project
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development capital requirements. There can be no assurance that such
additional funding will be available to meet the Company's needs. If the
Company is unable to obtain such funding, it may suffer dilution of its
interest in certain properties.
Uncertainty of Development Property Economics. Decisions as to
whether any of the mineral development properties which the Company now holds
or which it may acquire in the future contain commercially minable deposits,
and whether such properties should therefore be brought into production, depend
upon the results of exploration programs and/or feasibility analyses and the
recommendations of duly qualified engineers or geologists. Such decisions
involve consideration and evaluation of several significant factors, including,
but not limited to, the (a) costs of bringing a property into production,
including exploration and development work, preparation of production
feasibility studies and construction of production facilities, (b) availability
and costs of financing, (c) ongoing costs of production, (d) market prices for
the mineral to be produced, and (e) the amount of reserves or mineralized
material. There can be no assurance that any of the development properties now
held by the Company, or which may be acquired by the Company, contains a
commercially minable mineral deposit, and therefore no assurance that the
Company will ever generate a positive cash flow from production operations on
such properties. The potential development properties on which minable
reserves have been defined include the Seven-Up Pete/McDonald deposits in
Montana. There can be no assurance that these development properties can
attain profitable operations.
No Dividends. For the foreseeable future, it is anticipated that the
Company will use any earnings to finance its growth and that dividends will not
be paid to shareholders. Further, pursuant to the Company's Loan Agreement
with Banque Paribas and others, the Company has agreed that unless permitted
under the terms of the Loan Agreement, it will not declare or pay any dividends
or make any other distributions to any of its shareholders.
Lack of Profitability. The Company's operating history has resulted
in losses from operations in two of the last three fiscal years ending December
31, 1992, 1993 and 1994. The Company has also reported losses for the first
three quarters of fiscal 1995 and anticipates reporting a loss for the fiscal
year ended December 31, 1995. While certain of the Company's operations may be
profitable during a given fiscal year, the Company's operations as a whole may
be unprofitable due to exploration and development costs on properties from
which no revenue is derived, to continuing corporate general and administrative
costs and to interest expense associated with long term debt.
Change in Control Provisions. Effective June 15, 1989, the Company's
shareholders adopted certain measures designed to make it more difficult and
time-consuming to change majority control of the Company's Board of Directors
and to reduce the vulnerability of the Company to an unsolicited offer to take
over the Company, particularly an offer which does not contemplate the
acquisition of all the Company's outstanding shares or which does contemplate
the restructuring or sale of all or part of the Company. These measures
included (i) classification of the Board of Directors into three classes, each
class to serve for three years, (ii) a provision that the Company's directors
may be removed only for cause and only with the approval of the holders of at
least 66-2/3% of the voting power of the Company entitled to vote for the
election of directors, (iii) a provision that any vacancy on the Board may be
filled by the remaining directors then in office, though less than a quorum,
and
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(iv) a provision requiring a 66-2/3% shareholder vote to amend or repeal, or to
adopt any provision inconsistent with the foregoing measures. The foregoing
measures may have certain negative consequences, including an affect on the
ability of shareholders of the Company or other individuals to (i) change the
composition of the incumbent board of directors; (ii) benefit from certain
transactions which are opposed by the incumbent board of directors; (iii) make
a tender offer or otherwise attempt to gain control of the Company, even if
such attempt was beneficial to the Company and its shareholders. Since such
measures may also discourage accumulations of large blocks of the Company's
stock by purchasers whose objective is to have such stock repurchased by the
Company at a premium, they could tend to reduce the temporary fluctuations in
the market price of the Company's stock which are caused by such accumulations.
Accordingly, shareholders may be deprived of certain opportunities to sell
their stock at a temporarily higher market price. The provisions relating to
the removal of directors and the filling of vacancies will reduce the power of
shareholders, even those with a majority interest in the Company, to remove
incumbent directors and to fill vacancies on the board of directors.
Volatility of Price for Common Stock. The market price for shares of
the Company's Common Stock may be highly volatile depending on news
announcements or changes in general market conditions. In recent years the
stock market has experienced extreme price and volume fluctuations.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby. See "Selling Shareholder."
SELLING SHAREHOLDERS
All of the Shares offered hereby are being offered for the account of
Independence Mining Company Inc. (the "Selling Shareholder").
In mid 1992, the Company and the Selling Shareholder entered into a
joint venture for the exploration and development of mining claims located in
northwestern Nevada. In September, 1994, the Company obtained an option to
purchase the Selling Shareholder's interest in the joint venture, and on
January 13, 1995, the Company exercised that option in exchange for the
issuance of the Shares to the Selling Shareholder. The Selling Shareholder
owns no other securities of the Company and intends to offer for sale all of
the Shares registered hereunder.
PLAN OF DISTRIBUTION
The Selling Shareholder may, from time to time, offer the Shares
through dealers or brokers, who may receive compensation in the form of
commissions from the Selling Shareholder and/or the purchasers of the Shares
for whom they may act as agents. As of the date hereof, the Selling
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Shareholder has not advised the Company that it has entered into any agreement
or understanding with any dealer or broker for the offer or sale of the Shares.
The Selling Shareholder may enter into such agreements or understandings in the
future. The Selling Shareholder may also offer some or all of the Shares
through market transactions on the National Association of Securities Dealers
Automated Quotation System's (NASDAQ) National Market, on which the Company's
Common Stock is traded. Sales of the Shares through brokers may be made by any
method of trading authorized by NASDAQ's National Market, including block
trading in negotiated transactions. Without limiting the foregoing, such
brokers may act as dealers by purchasing any or all of the Shares covered by
the Prospectus. Sales of Shares are, in general, expected to be made at the
market price prevailing at the time of each such sale; however, prices in
negotiated transactions may differ considerably. The Selling Shareholder has
not advised the Company that it anticipates paying any consideration, other
than usual and customary broker's commissions, in connection with sales of the
Shares. The Selling Shareholder is acting independently of the Company in
making decisions with respect to the timing, manner and size of each sale.
LEGAL MATTERS
Certain legal matters with respect to the legality of the securities
offered hereby and the organization and existence of the Company have been
passed upon for the Company by Parcel, Mauro, Hultin & Spaanstra, P.C., 1801
California Street, Suite 3600, Denver, Colorado 80202.
EXPERTS
The consolidated financial statements which are incorporated by
reference in this Prospectus, have been audited by Coopers & Lybrand L.L.P.,
independent public accountants, as indicated in their report dated March 8,
1995, with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing.
The Engineering Report by Davy International referred to in the
Company's Annual Report on Form 10-K, which is incorporated by reference in
this Prospectus, has been included herein in reliance on their report, given on
the authority of that firm as experts in mining engineering.
The "Fatal Flaw Review" and Executive Summary prepared by Roberts &
Schaefer Company for the Company's Feasibility Study at Briggs, referred to in
the Company's Annual Report on Form 10-K, which is incorporated by reference in
this Prospectus, has been included herein in reliance on their report, given on
the authority of that firm as experts in mining and processing engineering.
The "Fatal Flaw Review" of the ore reserves, mine plan, and mining
capital and operating costs prepared by Mine Reserves Associates, Inc. for the
Company's Feasibility Study at Briggs, referred to in the Company's Annual
Report on Form 10-K, which is incorporated by reference in this Prospectus, has
been included herein in reliance on their review, given on the authority of
that firm as experts in geology and reserves.
11
<PAGE> 13
The review of the environmental and permitting aspects of the
Company's Feasibility Study at Briggs performed by Remy and Thomas, Attorneys
at Law, referred to in the Company's Annual Report on Form 10-K, which is
incorporated by reference in this Prospectus, has been included herein in
reliance on their review, given on the authority of that firm as experts in
California environmental law.
The additional opinion on the gold recovery at Briggs provided by
Chamberlin & Associates, as referred to in the Company's Annual Report on Form
10-K, which is incorporated by reference in this Prospectus, has been included
herein in reliance on their opinion, given on the authority of that firm as
experts in metallurgical engineering.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by the
Registrant in connection with the sale and distribution of the securities being
registered. All of the amounts shown are estimated except for the Securities
and Exchange Commission registration fee.
SEC registration fee $ 100.00
Printing and mailing $ 1,000.00
expenses
Legal fees and $ 5,000.00
expenses
Accounting fees and $ 5,000.00
expenses
Total* $ 11,100.00
*All amounts are estimated other than the SEC registration fee.
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides as
follows:
145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person
13
<PAGE> 15
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the act that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorney's fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorney's fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw,
14
<PAGE> 16
agreement, vote of stockholders or disinterested director or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance expenses
(including attorney's fees).
15
<PAGE> 17
Article VI of the Registrant's Bylaws provides as follows:
The corporation, to the fullest extent permitted by the General
Corporation Law of the State of Delaware and by the common law of the State of
Delaware, shall indemnify each person who is or was an officer, director or
employee of the corporation acting in his capacity as such and may indemnify
each person who is or was an agent of the corporation acting in his capacity as
such. The indemnification rights provided by this Article VI are deemed a
contract between the corporation and its officers, directors, and employees,
and any repeal or modification of those rights will not affect any right of
such persons to be indemnified against claims relating to events occurring
prior to such repeal or modification. To assure indemnification under this
Article VI of all such persons who are or were "fiduciaries" of an employee
benefit plan governed by the Act of Congress entitled "Employee Retirement
Income Security Act of 1974," as amended from time to time, Section 145 of said
statute shall, for the purposes hereof, be interpreted as follows: "other
enterprise" shall be deemed to include an employee benefit plan; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to said
Act of Congress shall be deemed "fines"; and action taken or omitted by a
person with respect to an employee benefit plan in the performance of such
person's duties for a purpose reasonably believed by such person to be in the
interest of the participants and beneficiaries of the plan shall be deemed to
be for a purpose which is not opposed to the best interests of the corporation.
Article TWELFTH of the Registrant's Certificate of Incorporation
provides as follows:
No director of the corporation shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) for paying dividends or approving a stock purchase or redemption
which is illegal or otherwise impermissible or prohibited under the Delaware
General Corporate Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The effect of the foregoing provisions is to permit, under certain
circumstances, indemnification of the Company's officers and directors for
civil and criminal liability, such as negligence, gross negligence, and breach
of duty, so long as such person acted in good faith in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and
which he reasonably believed to be lawful.
16
<PAGE> 18
Item 15. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
3.1* Amended Certificate of Incorporation of the Company
3.2* Bylaws of the Company, as amended
4.1 Specimen Common Stock Certificate (1)
5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Shares.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Davy International
23.3* Consent of Roberts and Schaefer Company
23.4* Consent of Mine Reserves Associates, Inc.
23.5* Consent of Remy and Thomas
23.6* Consent of Chamberlin & Associates
23.7* Consent of Parcel, Mauro, Hultin & Spaanstra, P.C. (contained in Exhibit 5.1)
</TABLE>
* Filed herewith
(1) Incorporated by reference from the Company's Registration Statement on
Form 8-A as declared effective by the Securities and Exchange
Commission on March 18, 1986.
Item 16. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
17
<PAGE> 19
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
18
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement and any amendment thereto to be signed
on its behalf of the undersigned, thereunto duly authorized, in the City of
Golden, State of Colorado on January 12, 1996.
CANYON RESOURCES CORPORATION
Date: January 12, 1996 /s/ Richard H. De Voto
---------------------------
Richard H. De Voto
Principal Executive Officer
Date: January 12, 1996 /s/ Gary C. Huber
-----------------------
Gary C. Huber
Principal Financial and
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
as amended, this Registration Statement and any amendment thereto has been
signed below by the following persons on behalf of the Company in the
capacities and on the dates indicated.
Date: January 12, 1996 /s/ Richard H De Voto
----------------------------
Richard H. De Voto, Director
Date: January 12, 1996 /s/ Gary C. Huber
-----------------------
Gary C. Huber, Director
19
<PAGE> 21
Date: January 12, 1996 /s/ William W. Walker
---------------------------
William W. Walker, Director
Date: January 12, 1996 /s/ Paul A. Bailly
------------------------
Paul A. Bailly, Director
Date: January 12, 1996 /s/ Leland O. Erdahl
--------------------------
Leland O. Erdahl, Director
Date: January 12, 1996 /s/ George W. Holbrook, Jr.
---------------------------
George W. Holbrook, Jr.,
Director
Date: January 12, 1996 /s/ Frank M. Monninger
----------------------------
Frank M. Monninger, Director
Date: January 12, 1996 /s/ William C. Parks
---------------------------
William C. Parks, Director
Date: January 12, 1996 /s/ Christopher M. T. Thompson
------------------------------
Christopher M. T. Thompson,
Director
20
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
3.1* Amended Certificate of Incorporation of the Company
3.2* Bylaws of the Company, as amended
4.1 Specimen Common Stock Certificate (1)
5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Shares.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Davy International
23.3* Consent of Roberts and Schaefer Company
23.4* Consent of Mine Reserves Associates, Inc.
23.5* Consent of Remy and Thomas
23.6* Consent of Chamberlin & Associates
23.7* Consent of Parcel, Mauro, Hultin & Spaanstra, P.C. (contained in Exhibit 5.1)
</TABLE>
* Filed herewith
(1) Incorporated by reference from the Company's Registration Statement on
Form 8-A as declared effective by the Securities and Exchange
Commission on March 18, 1986.
<PAGE> 1
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
CANYON RESOURCES CORPORATION
FIRST: The name of the corporation is CANYON RESOURCES CORPORATION.
SECOND: The address of the Corporation's registered office is 100
West 10th Street, in the city of Wilmington, County of New Castle, State of
Delaware. The name of its registered agent is THE CORPORATION TRUST COMPANY.
THIRD: (a) Purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of Delaware.
(b) In furtherance of the foregoing purposes, the
Corporation shall have and may exercise all of the rights, powers and
privileges granted by the General Corporation Law of the State of Delaware. In
addition, it may do everything necessary suitable and proper for the
accomplishment of any of its corporate purposes.
FOURTH: The aggregate number of shares that the Corporation shall
have authority to issue is 110,000,000 shares of stock consisting of
100,000,000 shares of Common Stock, $.01 par value per share and 10,000,000
shares of Preferred Stock, $.01 par value per share. The Board of Directors of
the Corporation is expressly authorized to determine the designations, rates,
privileges, restrictions, rights and conditions of the Preferred Stock,
including, without limitation, the dividend rates, conversion rights,
preemptive rights, voting rights, rights and terms of redemption, liquidation
preferences and sinking fund terms of any future series of Preferred Stock, the
number of shares constituting such series and the designation thereof, without
any vote or action by the Corporation's shareholders.
FIFTH: The name and address of the incorporator is:
Nancy A. Walla
2250 Energy Center One
717 Seventeenth Street
Denver, Colorado 80202
SIXTH: The names and mailing addresses of the persons who are to
serve as directors until the first annual meeting of stockholders or until
their successors are elected and qualified are as follows:
NAME ADDRESS
Robert L. Fuchs Geosystems Corporation
274 Riverside Avenue
Westport, Connecticut 06880
<PAGE> 2
Thor Gjelsteen Ferret Exploration Company
3540 Anaconda Tower
555 Seventeenth Street
Denver, Colorado 80202
Richard H. De Voto 675 Estes Street
Lakewood, Colorado 80215
William W. Walker 5370 Pineridge Road
Golden, Colorado 80401
William G. Webb Ferret Exploration Company
3540 Anaconda Tower
555 Seventeenth Street
Denver, Colorado 80202
SEVENTH:
(a) Shareholder Voting. Each outstanding share of Common Stock shall
be entitled to one vote and each outstanding fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted
to a vote of stockholders. Cumulative voting shall not be allowed in the
election of directors.
(b) Directors. Number, Election and Terms. The business and affairs
of the Corporation shall be managed and controlled by a Board of Directors
consisting of not less than three (3) persons. The exact number of directors
shall be fixed from time to time by the Board of Directors pursuant to a
resolution amending the Bylaws of the Corporation adopted by a majority of the
entire Board of Directors. At the 1989 Annual Meeting of Stockholders, the
directors shall be divided into three classes as nearly equal in number as
possible, with the term of office of the first class to expire at 1990 Annual
Meeting of Stockholders, the term of office of the second class to expire at
the 1991 Annual Meeting of Stockholders and the term of office of the third
class to expire at the 1992 Annual Meeting of Stockholders. At each Annual
Meeting of Stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire shall be
elected for a term of office to expire at the third succeeding Annual Meeting
of Shareholders after their election.
(c) Newly created directorships and vacancies. Newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be
filled by a majority vote of the directors then in office, and directors so
chosen shall hold office for a term expiring at the Annual Meeting of
Shareholders at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the Board of
2
<PAGE> 3
Directors shall shorten the term of any incumbent director.
(d) Removal. Any director or the entire Board of Directors may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 66 2/3% of the voting power of all shares of
the Corporation entitled to vote for the election of directors.
(e) Amendment, Repeal, Etc. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 66 2/3% of the voting power of all of the shares of the
corporation entitled to vote for the election of directors shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
SEVENTH.
EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title VIII of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title
VIII of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
NINTH: The election of directors need not be by written ballot unless
the bylaws of the Corporation so provide.
TENTH: The board of directors of the Corporation is expressly
authorized to make, alter or repeal the bylaws of the Corporation.
ELEVENTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
3
<PAGE> 4
TWELFTH: No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) for paying dividends or approving a stock
purchase or redemption which is illegal or otherwise impermissible or
prohibited under the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Dated this 15th day of August, 1979.
/s/ Nancy A. Walla
----------------------------
Nancy A. Walla, Incorporator
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
Before me, Sarah Otis Pinter, a Notary Public of Colorado, on the 15th
day of August, 1979, personally appeared Nancy A. Walla, to me known and known
to be the person who signed the foregoing Certificate of Incorporation, who
being duly sworn, acknowledged that she signed, sealed and delivered the same
as her voluntary act and deed, for the uses and purposes therein expressed, and
that the facts stated therein are true.
My commission expires: December 17, 1979.
/s/ Sarah Otis Pinter
---------------------
Notary Public
4
<PAGE> 5
CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES
AND PRIVILEGES OF SERIES A PREFERRED STOCK OF
CANYON RESOURCES CORPORATION,
A DELAWARE CORPORATION
The undersigned, Richard H. De Voto and Linda J. Engel hereby certify
that:
1. They are the duly elected and acting President and Secretary,
respectively, of Canyon Resources Corporation, a Delaware corporation
(hereafter the "corporation");
2. The following is a resolution of the Board of Directors of the
corporation, duly adopted as of December 12, 1990 pursuant to Section 151(g) of
the Delaware Corporation Law and Article FOURTH of the corporation's
Certificate of Incorporation, which resolution sets forth the rights,
preferences, and privileges of the corporation's Series A Preferred Stock:
________________
BE IT RESOLVED, that the Company, pursuant to the provisions of its
Certificate of Incorporation, as amended, hereby authorizes and establishes one
million shares of "Series A Preferred Stock" containing the designations,
voting rights, and preferences set forth in Exhibit A attached hereto and
incorporated herein by this reference.
________________
{The following provisions are the terms of the Series A Preferred
Stock as set forth in Exhibit A to the above resolutions of the corporation's
Board of Directors}
1. Designation and Amount
Out of the 10,000,000 authorized shares of Preferred Stock of the
corporation, having a par value of $0.01 per share, as set forth in Article
FOURTH of the corporation's Certificate of Incorporation, 1,000,000 Shares are
designated "Series A Preferred Stock." These shares shall have the rights,
preferences, and privileges as set forth in this Certificate of Designation
(hereafter the "Certificate").
2. Dividends
Subject to the dividend rights of any future series of preferred
stock, the holders of shares of Series A Preferred Stock shall be entitled to
participate with the holders of Common Stock and to receive, out of any assets
legally available therefor, when, as, and if declared by the Board of
Directors, dividends paid on its Common Stock in an amount equal to the amount
of dividends paid on the Common Stock, assuming for this purpose that the
shares of
1
<PAGE> 6
Series A Preferred Stock had, at the time of declaration and payment of such
dividend, been converted into shares of Common Stock as provided below in
Section 4 of this Certificate, at the then existing rate of conversion.
2. Liquidation Preference
(a) In the event of any liquidation, dissolution, or winding up of
this corporation, either voluntary or involuntary, the holders of Series A
Preferred Stock shall be entitled to receive, subject to the liquidation rights
of future series of preferred stock and prior and in preference to any
distribution of any of the assets of this corporation to the holders of Common
Stock by reason of their ownership thereof, an amount per share equal to the
sum of (i) $2.50 for each outstanding share of Series A Preferred Stock (the
"Original Series A Issue Price") and (ii) an amount equal to all declared and
unpaid dividends on such shares. If, upon the occurrence of such event, the
assets and funds thus distributed among the holders of the Series A Preferred
Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
corporation legally available for distribution shall, subject to the
liquidation rights of future series of preferred stock, be distributed ratably
among the holders of the Series A Preferred Stock in proportion to the amount
of such stock owned by each such holder.
3. Redemption
(a) In the event of the termination, for whatever reason, on or prior
to May 31, 1991, of that certain Farm-In Agreement (hereafter the "Farm-In
Agreement"), effective December 1, 1990, between the corporation, CR Briggs
Corporation, a Colorado corporation, and Kennecott Exploration Company, a
Delaware corporation (a copy of which Farm-In Agreement shall be maintained for
inspection by any shareholder at this corporation's principal office), the
holders of at least a majority of the then outstanding Series A Preferred Stock
shall have the right, at their option, to cause this corporation to redeem,
from any source of funds legally available therefor, and prior and in
preference to the payment of cash dividends or other distributions on any
shares of Common Stock, all of the then outstanding shares of Series A
Preferred Stock in exchange for a promissory note as provided in the Farm-In
Agreement equal to the Original Series A Issue Price per share, plus all
declared and unpaid dividends (such total price is hereafter referred to as the
"Series A Redemption Price"); provided, however, that such election by the
holders to have these shares redeemed by the corporation, if made, shall
constitute an election to have all the outstanding shares redeemed; and
provided further, that this corporation shall only be required to effect such
redemption if it is then lawful for this corporation to do so under the
Delaware Corporation Law.
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(b) This option to cause this corporation to redeem these shares of
Series A Preferred Stock shall be effected by the holders of at least a
majority of such shares sending written notice to the corporation at its
principal office of the exercise of this option, which notice shall be
effective on the date that it is sent to the corporation and which notice shall
call for the redemption of the number of shares of Series A Preferred Stock
specified above on a date 21 days following the effective date thereof. Such
notice must be sent within 10 days of the date of termination of the Farm-In
Agreement. Within 7 business days of the effective date of such notice, the
corporation shall send a written notice (hereinafter the "Redemption Notice"),
to each holder of record (at the close of business on the business day next
preceding the day on which this Redemption Notice is given) of the Series A
Preferred Stock to be redeemed, at the address last shown on the records of
this corporation for such holder or given by the holder to this corporation for
the purpose of notice, notifying such holder of the redemption to be effected,
specifying the Redemption Date, the Series A Redemption Price, the place at
which payment may be obtained, the date on which such holder's conversion
rights (as hereinafter defined) as to such shares terminate, and calling upon
such holder to surrender to this corporation, in the manner and at the place
designated, the certificate(s) representing the shares to be redeemed. Except
as provided in Section 3(c) of this Certificate below, on or after the
Redemption Date, each holder of Series A Preferred Stock shall surrender to
this corporation the certificate(s) representing such shares, in the manner and
at the place designated in the Redemption Notice, and thereupon the Redemption
Price of such shares shall be payable in the manner set forth in Section 3(a)
above to the order of the person whose name appears on such certificate(s) as
the owner thereof and each surrendered certificate shall be cancelled. In the
event less than all the shares represented by any such certificate(s) are
redeemed, a new certificate shall be issued representing the unredeemed shares.
(c) From and after the Redemption Date, all rights of the holders of
the Series A Preferred Stock designated for the redemption in the Redemption
Notice (except the right to receive the Series A Redemption Price without
interest upon surrender of the certificate(s)) shall cease with respect to such
shares, and such shares shall not thereafter be transferred on the books of
this corporation or be deemed to be outstanding for any purpose whatsoever. If
the funds of the corporation legally available for redemption of shares of
Series A Preferred Stock on any Redemption Date are insufficient to redeem the
total number of shares of Series A Preferred Stock to be redeemed on such date,
those funds which are legally available, prior to any payment of cash dividends
or other distributions on any shares of Common Stock, shall be used by the
corporation to redeem the maximum possible number of such shares ratably among
the holders of such shares of such series in proportion to the total number of
such shares of such series. The
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shares of Series A Preferred Stock not redeemed shall remain outstanding and
entitled to all the rights and preferences provided herein. At any time
thereafter, when additional funds of the Company are legally available for the
redemption of shares of Series A Preferred Stock, such funds shall immediately
be used by the corporation to redeem the balance of the shares which the
corporation has become obligated to redeem on the Redemption Date but which it
has not redeemed in accordance with the terms of the promissory note issued
therefor.
(d) Upon any repurchase or redemption of shares of Series A Preferred
Stock, the corporation shall be prohibited from reissuing such shares.
Accordingly, the corporation shall promptly retire such shares pursuant to
Section 243 of the Delaware Corporation Law and shall promptly file with the
Delaware Secretary of State, in accordance with such provision, a certificate
reciting the retirement of such shares and stating that the reissuance of such
shares is prohibited. These shares of Series A Preferred Stock so retired
shall resume their status as authorized and unissued shares of Preferred Stock
as provided in Section 243 of the Delaware Corporation Law. Additionally, upon
any repurchase or redemption of shares of Series A Preferred Stock, the
corporation shall promptly reduce the stated capital of such shares pursuant to
Section 244 of the Delaware Corporation Law.
4. Conversion
(a) Right to Convert. Subject to such adjustments as may be made
pursuant to Section 4 of this Certificate below, each share of Series A
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time after the date of issuance of such share and prior to the close of
business five (5) days prior to any Redemption Date as may have been fixed in
any Redemption Notice with respect to such share, at the office of this
corporation or any transfer agent for the Series A Preferred Stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by dividing the Original Series A Issue Price by the conversion price for the
Series A Preferred Stock at the time in effect for such share (hereafter the
"Conversion Price"). The initial Conversion Price per share for shares of
Series A Preferred Stock shall be the Original Series A Issue Price; provided,
however, that the Conversion Price for the Preferred Stock shall be subject to
adjustment as set forth in Section 4 of this Certificate below. In the event
of any conversion of Series A Preferred Stock under this subsection, the
converting holder shall be entitled to receive any dividends which may have
been declared but have not been paid with respect to the shares of Series A
Preferred Stock so converted. In the event of a call for redemption of any
shares of Series A Preferred Stock pursuant to Section 3 hereof, the conversion
rights of the Series A Preferred Stock shall terminate as to the shares
designated for redemption at the close of business five (5) days prior to the
Redemption Date.
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(b) Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock
pursuant to Section 4(a) above, such holder shall surrender the certificate(s)
therefor, duly endorsed, at the office of this corporation or of any transfer
agent for the Series A Preferred Stock, shall give written notice to this
corporation at its principal corporate office of the election to convert the
same, and shall state therein the name(s) in which the certificate(s) for
shares of Common Stock are to be issued. This corporation shall, promptly
thereafter, issue and deliver to such holder of Series A Preferred Stock, or to
the nominee(s) of such holder, a certificate(s) for the number of shares of
Common Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Series A Preferred
Stock to be converted, and the person(s) entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder(s) of such shares of Common Stock as of such date.
(c) Automatic Conversion. Notwithstanding the right of a holder to
convert the shares of Series A Preferred Stock into Common Stock at the option
of such holder pursuant to Sections 4(a) and (b) above, each share of Series A
Preferred Stock outstanding on January 1, 1993 shall automatically be converted
on that date into shares of Common Stock at the Conversion Price at the time in
effect for such Series A Preferred Stock. Promptly after such date, the
corporation shall send written notice of such conversion to each holder of
Series A Preferred Stock and shall request in such notice that each such holder
surrender the certificate(s) therefor to the corporation. Each such holder
thereafter shall surrender such certificate(s) at the office of this
corporation or of any transfer agent for the Series A Preferred Stock and shall
inform the corporation of the name(s) in which the certificates for shares of
Common Stock are to be issued. The corporation shall, promptly thereafter,
issue and deliver to such holder of Series A Preferred Stock, or to the
nominee(s) of such holder, a certificate(s) for the number of shares of Common
Stock to which such holder shall be entitled as aforesaid. Such conversion
shall be effective as of January 1, 1993, and the persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder of such shares of Common Stock as of such
date.
(d) Stock Splits, Stock Dividends, Etc. In the event the corporation
should at any time or from time to time, after the date on which the Series A
Preferred Stock was initially sold by the corporation, fix a record date for
the effectuation of a split or subdivision of the outstanding shares of Common
Stock or the determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into or
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entitling the holder thereof to receive directly or indirectly additional
shares of Common Stock (hereinafter referred to as "Common Stock Equivalents")
without payment of any consideration by such holder for the additional shares
of Common Stock or the Common Stock Equivalents (including the additional
shares of Common Stock issuable upon conversion or exercise thereof), then, as
of such record date (or the date of such dividend distribution, split or
subdivision, if no record date is fixed), the Conversion Price of the Series A
Preferred Stock shall be appropriately decreased so that the number of shares
of Common Stock issuable on conversion of each share of such series shall be
increased in proportion to such increase of outstanding shares of Common Stock.
If the number of shares of Common Stock outstanding at any time after the
Purchase Date is decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the Conversion
Price for the Series A Preferred Stock shall be appropriately increased so that
the number of shares of Common Stock issuable on conversion of each share of
such series shall be decreased in proportion to such decrease in the number of
outstanding shares of Common Stock.
(e) Other Distributions. In the event this corporation shall declare
a distribution payable in securities of other persons, evidences of
indebtedness issued by this corporation or other persons, assets (excluding
cash dividends) or options or rights not referred to in Section 4(d) above,
then, in each such case for the purpose of this Section 4(e), the holders of
the Series A Preferred Stock shall be entitled to a proportionate share of any
such distribution as though they were the holders of the number of shares of
Common Stock of the corporation into which their shares of Series A Preferred
Stock are convertible as of the record date fixed for the determination of the
holders of Common Stock of the corporation entitled to receive such
distribution.
(f) Recapitalizations. If at any time or from time to time there
shall be a recapitalization or reclassification of the Common Stock (other than
a subdivision, combination or merger or sale of assets transaction provided for
elsewhere in this Section 4 or Section 5), the holders of the Series A
Preferred Stock shall thereafter be entitled to receive upon conversion of the
Series A Preferred Stock the number or shares of stock or other securities or
property of the Company or otherwise to which a holder of Common Stock
deliverable upon conversion of the Series A Preferred Stock would have been
entitled on such recapitalization. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 4 with
respect to the rights of the holders of the Series A Preferred Stock after the
recapitalization to the end that the provisions of this Section 4 (including
adjustment of the Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series A Preferred Stock) shall be
applicable after that event as nearly equivalent as may be practicable.
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(g) No Impairment. This corporation will not, by amendment of its
Certificate of Incorporation (including this Certificate) or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by this corporation, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 4
and in the taking of all such action as may be necessary or appropriate in
order to protect the conversion rights of the holders of the Series A Preferred
Stock against impairment; provided, however, that nothing herein shall be
deemed to prevent the corporation from entering into any such reorganization,
recapitalization, etc. if the holders of Series A Preferred Stock are entitled
to receive, after such event, securities containing substantially equivalent
rights as those contained in the Series A Preferred Stock.
(h) No Fractional Shares. No fractional shares shall be issued upon
conversion of the Series A Preferred Stock. In lieu of any fractional shares
which would otherwise be issuable, the Company shall pay to the holder cash
equal to the product of such fraction multiplied by the then current fair
market value of one share of Common Stock, computed to the nearest whole cent.
The then current fair market value of such shares shall be as determined in
good faith by the Board of Directors with reference to the public trading price
for such shares.
(i) Certificate of Adjustment. Upon the occurrence of each
adjustment or readjustment of the Conversion Price of Series A Preferred Stock
pursuant to this Section 4, this corporation, at its expense, shall have its
Chief Financial Officer compute such adjustment or readjustment in accordance
with the terms hereof. Such officer shall promptly prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.
(j) Notices to Holders of Certain Events. So long as any shares of
the Series A Preferred Stock shall be outstanding (i) if the corporation shall
pay any dividend or make any distribution upon its Common Stock, of (ii) if the
corporation shall offer to the holders of its Common Stock the opportunity for
subscription or purchase by them of any shares of stock of any class or any
other rights, or (iii) in the event of any capital reorganization of the
corporation, reclassification of the capital stock of the corporation,
consolidation or merger of the corporation with or into another corporation,
sale, lease or transfer of all or substantially all of the property and assets
of the corporation to another corporation, or voluntary or involuntary
dissolution, the corporation shall cause to be delivered to each holder of such
shares a notice containing a brief description of the proposed
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transaction, together with the date, as the case may be, on which a record is
to be taken for the purpose of such dividend, distribution, or rights or on
which such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution, liquidation, or winding up is to take place. In the case
of a dividend or other distribution by the corporation, or any offer by the
corporation to the holders of its Common Stock for subscription or purchase by
them of stock of any class or other rights, the corporation shall deliver such
notice to each holder of the Series A Preferred Stock at least 10 days prior to
record date for such dividend, distribution, or subscription right. In the
case of a reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation, or winding up, the corporation shall deliver such
notice to each holder of Series A Preferred Stock at least 20 days prior to the
earlier of the date of a shareholders meeting called to approve such
transaction, if any, or the date of such event.
(k) Reservation of Stock Issuable Upon Conversion. This corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred Stock. If at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series A Preferred Stock, this corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized by
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including the corporation's using its best efforts to obtain
the approval of the shareholders to such increase, if required.
(l) Notices. Any notice required by the provisions of this Section 4
to be given to the corporation or to the holders of shares of Series A
Preferred Stock shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to the corporation or to each holder of record
at his address appearing on the books of this corporation.
(m) Taxes. The holders of the Series A Preferred Stock shall pay any
and all documentary, stamp, or other transactional taxes attributable to the
issuance or delivery of shares of Common Stock of this corporation upon
conversion of any shares of Preferred Stock.
5. Voting Rights
The holder of each share of Series A Preferred Stock shall have the
right to one vote for each share of Common Stock into
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which such Series A Preferred Stock could then be converted (with any
fractional share determined on an aggregate conversion basis and being rounded
to the nearest whole share). With respect to such vote, such holder shall have
full voting rights and powers, equal to the voting rights and powers of the
holders of Common Stock, shall be entitled to notice of any shareholders'
meeting in accordance with the bylaws of this corporation, and shall be
entitled to vote, together with holders of Common Stock, with respect to any
question upon which holders of Common Stock have the right to vote.
6. Restrictions
(a) So long as any shares of Series A Preferred Stock remain
outstanding, the corporation shall not do any of the following and shall not
cause or permit any of its subsidiary corporations to do any of the following
without the vote or prior written consent of the holders of at least a majority
of the then outstanding shares of Series A Preferred Stock:
(i) Authorize or issue, or obligate itself to issue, any
other equity security (including any security convertible into or exercisable
for any equity security) that is senior to or on a parity with the Series A
Preferred Stock as to redemption rights; or
(ii) Increase or decrease the total number of authorized
shares of Series A Preferred Stock, other than by redemption or conversion
pursuant to Sections 3 and 4 of this Certificate above.
(b) The corporation shall not amend its Certificate of Incorporation,
without the prior note or written consent of the holders of at least a majority
of the then outstanding Series A Preferred Stock, if such amendment would
change any of the rights, preferences, or privileges that are intended for the
benefit of the holders of the Series A Preferred Stock. Without limiting the
generality of the preceding sentence, the corporation shall not amend its
Certificate of Incorporation without the prior written consent of the holders
of at least a majority of the then outstanding Series A Preferred Stock if such
amendment would:
(i) Reduce the amount payable to the holders of Series A
Preferred Stock upon the voluntary or involuntary liquidation, dissolution, or
winding up of the corporation, or change the seniority of the liquidation
preference of the holders of Series A Preferred Stock relative to the rights
upon such liquidation of the holders of Common Stock;
(ii) Reduce the Series A Redemption Price specified in
Section 3 hereof;
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(iii) Make the Series A Preferred Stock redeemable at the
option of the corporation; or
(iv) Cancel or modify the conversion rights of the Series A
Preferred Stock set forth in Section 4 above.
7. Reissuance of Shares Prohibited.
No share or shares of Series A Preferred Stock acquired by the Company
by reason of redemption, repurchase, conversion, or otherwise shall be
reissued, and the corporation shall, promptly upon such event, retire such
shares in accordance with Section 243 of the Delaware Corporation Law,
including the filing of a certificate with the Delaware Secretary of State
reciting such retirement. The shares of Series A Preferred Stock so retired
shall resume their status as authorized and unissued shares of Preferred Stock
as provided in Section 243 of the Delaware Corporation Law:
________________
3. This Certificate of Designations is filed pursuant to Section
151(g) and 103 of the Delaware Corporation Law and, upon such filing, is
intended to be an amendment to the corporation's Certificate of Incorporation.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Designation on December 26, 1990 and by such signatures acknowledge, under
penalties of perjury, that this instrument is their act and deed and the act
and deed of the corporation and that the facts stated herein are true.
/s/ Richard H. De Voto
-----------------------------
Richard H. De Voto, President
/s/ Linda J. Engel
-------------------------
Linda J. Engel, Secretary
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Exhibit 3.2
RESTATED BYLAWS
OF
CANYON RESOURCES CORPORATION
ARTICLE I.
Offices
The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.
The corporation may also have offices at such other places both within
and without the State of Delaware as the board of directors may from time to
time determine or the business of the corporation may require.
ARTICLE II.
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held at 10:00 o'clock in the morning on the first Wednesday in the
month of March in each year, beginning with the year 1980, or such other date
as the board shall determine, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein for any annual meeting of the
stockholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the stockholders as soon
thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose, unless otherwise prescribed by statute, may be called by the
president, or by the board of directors, and shall be called by the president
at the request of the holders of not less than a majority of all the
outstanding shares of the corporation entitled to vote at the meeting. Such
request shall state the purpose or purposes of the proposed meeting.
Section 3. Place of Meeting. The board of directors may designate
any place, either within or outside Delaware, as the place for any annual
meeting or for any special meeting called by the board of directors. A waiver
of notice signed by all stockholders entitled to vote at a meeting may
designate any place, either within or outside Delaware, as the place for such
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meeting. If no designation is made, or if a special meeting shall be called
otherwise than by the board, the place of meeting shall be the registered
office of the corporation in Delaware.
Section 4. Fixing Date for Determination of Stockholders of Record.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for any other lawful action, the board of directors may
fix, in advance, a date as the record date for any such determination of
stockholders, which date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no record date is fixed then the record date shall be: (a) for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders the close of business on the day next preceding the day on which
the meeting is held; (b) for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, the day on which the first written
consent is expressed, and (c) for determining stockholders for any other
purpose the close of business on the day on which the board of directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or a vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.
Section 5. Notice of Meeting. Written notice stating the place, day
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, unless otherwise
required by statute, either personally or by mail, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the stockholder at his address as it appears on the stock books of the
corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is more than thirty days, or if after adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the
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meeting.
Section 6. Voting Lists. The officer who has charge of the stock
books of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 7. Quorum. A one-third of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If less than one-third of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time in accordance with Section 5 of this Article,
until a quorum shall be present or represented.
Section 8. Manner of Acting. When a quorum is present at any
meeting, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless a different vote is required by law or the certificate of
incorporation, in which case such express provision shall govern.
Section 9. Informal Action by Stockholders. Unless otherwise
provided in the certificate of incorporation, any action required or permitted
to be taken at any meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. In the event that the action
which is consented to is such as would have required the filing of a
certificate with the Secretary of State of Delaware under the General
Corporation Law of the State of Delaware, if such action had been voted on by
stockholders at a
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meeting thereof, the certificate filed shall state, in lieu of any statement
required under law concerning any vote of stockholders, that written consent
has been given in accordance with the provisions of law and that written notice
has been given as provided by law.
Section 10. Proxies. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize any other person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
Section 11. Voting of Shares. Unless otherwise provided in the
certificate of incorporation and subject to the provisions of Section 4 of this
Article, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.
Section 12. Voting of Shares by Certain Holders. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee or his
proxy may represent such shares and vote thereon. If shares stand of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the secretary of the corporation is given
written notice to the contrary and if furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so
provided, their acts with respect to voting shall be as set forth in the
General Corporation Law of the State of Delaware.
ARTICLE III.
Board of Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by or under the direction of its board of
directors, except as otherwise provided in the General Corporation Law of the
State of Delaware or the certificate of incorporation.
Section 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall be nine. A slate of three of the nine
directors shall be elected at each annual meeting of stockholders, each slate
to serve for three year terms except as provided in Section 3 of this Article.
Each director shall hold
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office until his successor shall have been elected and qualified or until the
earliest of his death, resignation, or removal. Directors need not be
residents of Delaware or stockholders of the corporation.
Section 3. Vacancies. Any director may resign at any time by giving
written notice to the corporation. Such resignation shall take effect at the
time specified therein; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. Any vacancy
or newly created directorship resulting from any increase in the authorized
number of directors may be filled by the affirmative vote of the majority of
directors then in office, although less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified, unless sooner
displaced. If at any time, by reason of death, resignation or other cause the
corporation should have no directors in office, then an election of directors
may be held in the manner provided by law. If, at the time of filling any
vacancy or any newly created directorship, the directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total number of
outstanding shares at the time and who have the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the directors chosen by the
directors then in office. When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill any vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office until the next annual election and until his successor is duly elected
and qualified.
Section 4. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately after
and at the same place as the annual meeting of stockholders. The board of
directors may provide by resolution the time and place, either within or
outside Delaware, for the holding of additional regular meetings without other
notice than such resolution.
Section 5. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president, chairman of the
board, or any two directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or outside
Delaware, as the place for holding any special meeting of the board of
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<PAGE> 6
directors called by them.
Section 6. Notice. Notice of any special meeting shall be given at
least five days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by notice given at least
two days previously thereto by telegraph. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 8. Manner of Acting. The vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, except as may be otherwise specifically provided by law
or the certificate of incorporation.
Section 9. Removal. Unless otherwise restricted by law, any director
or the entire board of directors may be removed, with or without cause, by the
holders of a majority of shares then entitled to vote at an election of
directors.
Section 10. Committees. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the board of directors, shall have and may exercise all
the powers and authority of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no committee
shall have the
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<PAGE> 7
power or authority in reference to amend the certificate of incorporation, to
adopt an agreement of merger or consolidation, to recommend to the stockholders
the sale, lease or exchange of all or substantially all of the corporation's
property and assets, to recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or to amend the bylaws of the
corporation; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.
Section 11. Compensation. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the board of directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at such meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of any committee of the board may be allowed
like compensation for attending committee meetings.
Section 12. Informal Action by Directors. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the board of directors or
any committee thereof may be taken without a meeting if all members of the
board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of the proceedings of the board
or committee.
Section 13. Meetings by Telephone. Unless otherwise restricted by
the certificate of incorporation or these bylaws, members of the board of
directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any committee thereof,
by means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and such
participation in a meeting in such manner shall constitute presence in person
at the meeting.
ARTICLE IV.
Officers and Agents
Section 1. General. The officers of the corporation shall be a
president, a chairman of the board, a secretary and a treasurer. The board of
directors may appoint such other officers, assistant officers, and agents, a
vice-chairman or
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<PAGE> 8
vice-chairmen of the board, assistant secretaries and assistant treasurers, as
they may consider necessary, who shall be chosen in such manner and hold their
offices for such terms and have such authority and duties as from time to time
may be determined by the board of directors. The salaries of all the officers
of the corporation shall be fixed by the board of directors. Any number of
offices may be held by the same person with the exception of the office of
president and secretary being held by the same person, or as otherwise provided
in the certificate of incorporation or these bylaws.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected by the board of directors annually at the first
meeting of the board held after each annual meeting of the stockholders. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected and qualified or until
the earliest to occur of his death, resignation or removal.
Section 3. Removal. Any officer or agent elected or appointed by the
board of directors may be removed at any time by the board whenever in its
judgment the best interests of the corporation will be served thereby.
Section 4. Vacancies. Any officer may resign at any time upon
written notice to the corporation. Such resignation shall take effect at the
time stated therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any vacancy
occurring in any office by death, resignation, removal or otherwise shall be
filled by the board of directors for the unexpired portion of the term. If any
officer shall be absent or unable for any reason to perform his duties, the
board of directors, to the extent not otherwise inconsistent with these bylaws
or law, may direct that the duties of such officer during such absence or
inability shall be performed by such other officer or assistant officer as
seems advisable to the board.
Section 5. Authority and Duties of Officers. The officers of the
corporation shall have the authority and shall exercise the powers and perform
the duties specified below, and as may be otherwise specified by the board of
directors or by these by-laws, except that in any event each officer shall
exercise such powers and perform such duties as may be required by law, and in
cases where the duties of any officer or agent are not prescribed by these
bylaws or by the board of directors, such officer or agent shall follow the
orders and instructions of the president and chairman of the board.
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<PAGE> 9
(a) President and Chairman of the Board. The president and
chairman of the board, subject to the direction and supervision of the board of
directors, shall: (i) be the chief executive officers of the corporation and
have general and active control of its affairs, business and property and
general supervision of its officers, agents and employees; (ii) preside at all
meetings of the stockholders and the board of directors; (iii) see that all
orders and resolutions of the board of directors are carried into effect; and
(iv) sign or countersign all certificates, contracts and other instruments of
the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. In addition, the president and chairman of the board shall,
unless otherwise directed by the board of directors, attend in person or by
substitute appointed by them, or by written instruments appointing a proxy or
proxies to represent the corporation, all meetings of the stockholders of any
corporation in which the corporation shall hold any stock and may, on behalf of
the corporation, in person or by substitute or proxy, execute written waivers
of notice and consents with respect to such meetings. At all such meetings and
otherwise, the president and chairman of the board, in person or by substitute
or proxy as aforesaid, may vote the stock so held by the corporation and may
execute written consents and other instruments with respect to such stock and
may exercise any and all rights and powers incident to the ownership of said
stock, subject however to the instructions, if any, of the board of directors.
Subject to the directions of the board of directors, the president shall
exercise all other powers and perform all other duties normally incident to the
office of president of a corporation and shall exercise such other powers and
perform such other duties as from time to time may be assigned to him by the
board.
(b) Vice Presidents. The vice presidents, if any shall be
elected, and if they be so directed shall assist the president and shall
perform such duties as may be assigned to them by the president or by the board
of directors. In the absence of the president, the vice president designated
by the board of directors or (if there be no such designation) designated in
writing by the president shall have the powers and perform the duties of the
president. If no such designation shall be made all vice presidents may
exercise such powers and perform such duties.
(c) Secretary. The secretary shall: (i) record or cause to
be recorded the proceedings of the meeting of the stockholders, the board of
directors and any committees of the board of directors in a book to be kept for
that purpose; (ii) see that all notices are duly given in accordance with the
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provisions of these bylaws or as required by law; (iii) be custodian of the
corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business within or
outside Delaware a record containing the names and addresses of all
stockholders and the number and class of shares held by each, unless such a
record shall be kept at the office of the corporation's transfer agent or
registrar; (v) have general charge of the stock books of the corporation,
unless the corporation has a transfer agent; and (vi) in general, perform all
other duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president, chairman of the board, or
by the board of directors. Assistant secretaries, if any, shall have the same
duties and powers, subject to supervision by the secretary.
(d) Treasurer. The treasurer shall: (i) be the principal
financial officer of the corporation and have the care and custody of all
funds, securities, evidences of indebtedness and other personal property of the
corporation and deposit the same in accordance with the instructions of the
board of directors; (ii) receive and give receipts and acquittances for monies
paid in on account of the corporation, and pay out of the funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity; (iii) be the principal accounting officer of the corporation and as
such prescribe and maintain the methods and systems of accounting to be
followed, keep complete books and records of account, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate system
of internal audit, and prepare and furnish to the president, chairman of the
board, and the board of directors statements of account showing the financial
position of the corporation and the results of its operations; and (iv) perform
all other duties incident to the office of treasurer and such other duties as
from time to time may be assigned to him by the president, the chairman of the
board or the board of directors. Assistant treasurers, if any, shall have the
same powers and duties, subject to the supervision of the treasurer.
Section 6. Surety Bonds. The board of directors may require any
officer or agent of the corporation to execute to the corporation a bond in
such sums and with such sureties as shall be satisfactory to the board,
conditioned upon the faithful performance of his duties and for the restoration
to the corporation of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
ARTICLE V.
Stock
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Section 1. Certificates. Each holder of stock in the corporation
shall be entitled to have a certificate signed in the name of the corporation
by the chairman or a vice-chairman of the board of directors, or the president
or vice-president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation, certifying the number
of shares owned by him in the corporation. Any of or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue. Certificates of stock shall be consecutively numbered and shall be
in such form consistent with law as shall be prescribed by the board of
directors.
Section 2. Consideration for Shares. Shares shall be issued for such
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors. Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration may consist, in whole or in part, of cash, personal
property, real property, leases of real property, services rendered, or
promissory notes, and shall be paid in such form, in such manner and at such
times as the directors may require.
Section 3. Issuance of Stock. The capital stock issued by the
corporation shall be deemed to be fully paid and nonassessable stock, if: (a)
the entire amount of the consideration has been received by the corporation in
the form or forms set forth in Section 2 of this Article V and if any part of
the consideration is in the form of a promissory note or other obligation, such
note or obligation has been satisfied in full; or (b) not less than the amount
of the consideration determined to be capital pursuant to statute has been
received by the corporation in the form or forms set forth in Section 2 of this
Article V and the corporation has received a binding obligation of the
subscriber or purchaser to pay the balance of the subscription or purchase
price; provided, however, nothing contained herein shall prevent the board of
directors from issuing partly paid shares as described herein.
The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor. Upon the face or back of each stock certificate issued to
represent any such partly paid shares the total amount of the consideration to
be paid therefor and the amount paid thereon shall be stated. Upon the
declaration of any dividend upon partly paid shares, the
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corporation shall declare a dividend upon partly paid shares of the same class,
but only upon the basis of the percentage of consideration actually paid
thereon.
The directors may from time to time demand payment, in respect of each
share of stock not fully paid, of such sum of money as the necessities of the
business may, in the judgment of the board of directors, require, not exceeding
in the whole, the balance remaining unpaid on said stock, and such sum so
demanded shall be paid to the corporation at such times and by such
installments as the directors shall direct. The directors shall give written
notice of the time and place of such payments, which notice shall be mailed to
each holder or subscriber to his last known post office address at least thirty
days before the time for such payment for stock which is not fully paid.
The corporation may, but shall not be required to, issue fractions of
a share. If it does not issue fractions of a share, it shall: (a) arrange for
the disposition of fractional interest by those entitled thereto; (b) pay in
cash the fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined; or (c) issue scrip or warrants in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or warrants
aggregating a full share. A certificate for a fractional share shall, but
scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of
liquidation. The board of directors may cause scrip or warrants to be issued
subject to the conditions that they shall become void if not exchanged for
certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the board of
directors may impose.
The board of directors may, at any time and from time to time, if all
of the shares of capital stock which the corporation is authorized by its
certificate of incorporation to issue have not been issued, subscribed for, or
otherwise committed to be issued, issue or take subscriptions for additional
shares of its capital stock up to the amount authorized in its certificate of
incorporation.
Section 4. Lost Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as it may prescribe. The board of directors
may in its discretion
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require a bond in such form and amount and with such surety as it may
determine, before issuing a new certificate.
Section 5. Transfer of Shares. Upon surrender to the corporation or
to a transfer agent of the corporation of a certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction in the stock books.
Section 6. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and the
corporation shall be entitled to hold liable for calls and assessments a person
registered on its books as the owner of shares, and the corporation shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.
Section 7. Transfer Agents, Registrars and Paying Agents. The board
may at its discretion appoint one or more transfer agents, registrars and
agents for making payment upon any class of stock, bond, debenture or other
security of the corporation. Such agents and registrars may be located either
within or outside Delaware. They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.
ARTICLE VI.
Indemnification
The corporation, to the fullest extent permitted by the General
Corporation Law of the State of Delaware and by the common law of the State of
Delaware, shall indemnify each person who is or was an officer, director or
employee of the corporation acting in his capacity as such and may indemnify
each person who is or was an agent of the corporation acting in his capacity as
such. The indemnification rights provided by this Article VI are deemed a
contract between the corporation and its officers, directors, and employees,
and any repeal or modification of those rights will not affect any right of
such persons to be indemnified against claims relating to events occurring
prior to such repeal or modification. To assure indemnification under this
Article VI of all such persons who are or were "fiduciaries" of an employee
benefit plan governed by the Act of Congress entitled "Employee Retirement
Income Security Act of 1974," as amended from time to time, Section 145 of said
statute shall, for
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the purposes hereof, be interpreted as follows: "other enterprise" shall be
deemed to include an employee benefit plan; the corporation shall be deemed to
have requested a person to serve an employee benefit plan where the performance
by such person of his duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to said Act of Congress shall be deemed "fines";
and action taken or omitted by a person with respect to an employee benefit
plan in the performance of such person's duties for a purpose reasonably
believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
ARTICLE VII.
Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required to be
given by law, by the certificate of incorporation or by these bylaws, a written
waiver thereof, signed by the person entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting or (in the case of a stockholder) by proxy
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors, or
members of a committee of directors need to be specified in any written waiver
or notice unless so required by the certificate of incorporation or these
bylaws.
Section 2. Presumption of Assent. A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or a stockholder who voted
in favor of such action.
Section 3. Seal. The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation, the year of its
organization and the words "Seal,
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Delaware". The custodian of the seal shall be the secretary, who along with
the president, chairman of the board or other officer authorized by the board
of directors, may affix the seal to documents of the corporation.
Section 4. Fiscal Year. The fiscal year of the corporation shall be
as established by the board of directors.
Section 5. Amendments. These bylaws may be altered, amended or
repealed or new bylaws may be adopted by the board of directors at any meeting
of the directors or by the stockholders at any meeting of the stockholders if
notice of such alteration, amendment, repeal or adoption is contained in the
notice of such stockholders' meeting.
(E N D)
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<PAGE> 1
Exhibit 5.1
PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.
1801 CALIFORNIA ST., STE. 3600
DENVER, CO 80202
(303) 292-6400
January 12, 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
Re: Registration Statement on Form S-3
Covering the Registration of
61,539 Common Shares of
Canyon Resources Corporation
Gentlemen and Ladies:
We have acted as counsel for Canyon Resources Corporation, a Delaware
corporation (the "Company"), in connection with the registration for sale of
61,539 shares of the Company's Common Stock (the "Securities") in accordance
with the registration provisions of the Securities Act of 1933, as amended.
In such capacity we have examined, among other documents, the
Registration Statement on Form S-3 filed by the Company with the Securities and
Exchange Commission on or about January 12, 1996, as may be further amended
from time to time (the "Registration Statement"), covering the registration of
the Securities.
Based upon the foregoing and upon such further examinations as we have
deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Securities have been legally and validly authorized under
the Company's Certificate of Incorporation, as amended, and constitute duly and
validly issued and outstanding and fully paid and nonassessable shares of the
Company.
<PAGE> 2
Canyon Resources Corporation
January 12, 1996
Page 2
We hereby consent to the use of our name beneath the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the filing of a copy of this opinion as Exhibit 5.1 thereto.
Very truly yours,
/s/ Parcel, Mauro, Hultin & Spaanstra, P.C.
Document No. 20549
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Canyon Resources Corporation on Form S-3 of our report, which
includes an explanatory paragraph regarding the uncertainty of the recovery of
the Company's investment in certain exploration properties, dated March 8,
1995, on our audits of the consolidated financial statements of Canyon
Resources Corporation, as of December 31, 1994 and 1993, and for the years
ended December 31, 1994, 1993 and 1992. We also consent to the reference to
our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Denver, Colorado
January 10, 1996
Document No. 20550
<PAGE> 1
Exhibit 23.2
DAVY INTERNATIONAL
2440 Camino Ramon
Murray N. Hutchison San Ramon, CA 94583
Senior Vice President Tel: (510) 866-1166
Telex: 470670
Fax: (510) 866-6520
4 January 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 covering
the registration of 61,539 shares of the Company's common stock, of our Mine
Plan and Preliminary Feasibility Study dated September 1993 pertaining to the
Company's McDonald Property as referred to in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
Very truly yours,
/s/Murray N. Hutchison
- ----------------------
MNH:smr
<PAGE> 1
Exhibit 23.3
ROBERTS & SCHAEFER COMPANY
Engineers & Contractors
Western Operation
5225 Wiley Post Way #300
Salt Lake City, Utah 84116
Phone: (801) 364-0900
Fax: (801) 364-0909
- --------------------------------------------------------------------------------
January 4, 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference, into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 governing
the registration of 61,539 shares of the Company's common stock, of our reports
entitled "Fatal Flaw Review of the Briggs Gold Project Feasibility Study" and
"Briggs Gold Project Feasibility Study - Volume 1 - Executive Summary" both
dated February 1994, as referred to in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
Very truly yours,
ROBERTS & SCHAEFER COMPANY
/s/Brian C. Petersen
- --------------------
Brian C. Petersen
Operations Manager
<PAGE> 1
Exhibit 23.4
MINE RESERVES ASSOCIATES, INC.
4860 Ward Road, Suite 202
Wheat Ridge, Colorado 80033-2122
Phone: (303) 421-9656 Fax: (303) 421-9470
- --------------------------------------------------------------------------------
January 4, 1996
Canyon Resources Corporation
14142 Denver West Parkway
Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 covering
the registration of 61,539 shares of the Company's common stock of our report
dated February 1994, pertaining to Ore Reserves and Mine Plan Review of the
Briggs Gold Project Feasibility Study as referred to in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
Very truly yours,
MINE RESERVES ASSOCIATES, Inc.
/s/William L. Rose
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William L. Rose
Vice President & Principal Mining Engineer
<PAGE> 1
Exhibit 23.5
REMY, THOMAS and MOOSE
Attorneys at Law
Michael H. Remy 455 Capitol Mall, Suite 210
Tina A. Thomas Sacramento, California 95814
James G. Moose Georganna Foondos
Whitman F. Manley (916) 443-2745 Land Use Analyst
John H. Mattox FAX (916) 443-9017
Courtney A Kaylor
Danae J. Aitchison
Andrea M. Klein
January 5, 1996
Canyon Resources Corporation
14142 Denver West Parkway
Suite 250
Golden, Colorado 80401
To whom it may concern:
Remy, Thomas and Moose hereby consents to the incorporation by
reference into the Registration Statement of Canyon Resources Corporation (the
"Company") on Form S-3 covering the registration of 61,539 shares of the
Company's common stock of its letter dated January 31, 1994, pertaining to the
discussion of environmental and permitting issues in the Briggs Gold Project
Feasibility Study as referred to in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
Very truly yours,
/s/Whitman F. Manley
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Whitman F. Manley
6010829.001
<PAGE> 1
Exhibit 23.6
Chamberlin & Associates
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7463 W. Otero Place
Littleton, CO 80123
Tele/FAX - 303-979-6753
January 4, 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 covering
the registration of 61,539 shares of the Company's common stock of our report
dated February 1994, pertaining to metallurgy review of the Briggs Gold Project
Feasibility Study as referred to in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
Very truly yours,
CHAMBERLIN & ASSOCIATES
/s/Paul Chamberlin
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