CANYON RESOURCES CORP
10-C, 1996-04-04
GOLD AND SILVER ORES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                          Canyon Resources Corporation
                 (Exact name of issuer as specified in charter)

             14142 Denver West Parkway, Ste. 250, Golden, CO  80401
                    (Address of principal executive offices)

         Issuer's telephone number, including area code (303) 278-8464

                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

  Indicate any change (increase or decrease) of 5% or more in the number of
                             shares outstanding:

1.       Title of security: Common Stock, $.01 par value.

2.       Number of shares outstanding before the change: 25,958,459

3.       Number of shares outstanding after the change: 29,992,792

4.       Effective date of change: March 26, 1996

5.       Method of change:  Private Placement

         Give brief description of transaction:  On March 26, 1996, the Company
completed a private placement in the amount of $12.1 million.  The offering was
completed at a price of $3.00 per unit which included one share of common stock
(4,034,333 total shares) and one-half warrant (2,017,167 total warrants).  Each
whole warrant entitles the holder to purchase one share of common stock at an
exercise price equal to $3.75 per share.  The warrants expire on March 25,
1999.


                          II. CHANGE IN NAME OF ISSUER

Not Applicable


Date April 3, 1996                          CANYON RESOURCES CORPORATION


                                            /s/ George S. Young               
                                            ------------------------------------
                                            George S. Young, Secretary


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