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As filed with the Securities and Exchange Commission on April 30, 1996.
Registration No. 333-00175
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CANYON RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
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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)
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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
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=========================================================================================================================
Proposed Proposed
maximum maximum
offering aggregate
Titles of securities Amount to be price per offering Amount of
to be registered registered share price registration fee
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Common Stock, $.01
par value 61,539 Shares $ 2.84 (1) $ 174,770.76 (1) $ 100.00 (2)
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 4,203,745
par value Shares $ 3.19 (3) $ 13,409,946.55 (3) $ 4,624.12 (4)
- -------------------------------------------------------------------------------------------------------------------------
Warrants to Purchase 2,017,167
Common Stock Warrants $ .48 (5) $ 968,240.16 (5) $ 333.88 (4)
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01
par value, issuable
upon exercise of
Warrants to Purchase 2,017,167 $ 3.19 (3) $ 6,434,762.73 (3) $ 2,218.88 (4)
Common Stock Shares
- -------------------------------------------------------------------------------------------------------------------------
Total Fee Paid $ 7,176.88
=========================================================================================================================
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(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.
(2) Fee paid with initial filing.
(3) Estimated solely for the purpose of calculating the registration fee
and based upon the closing price of Canyon Common Stock on April 2,
1996.
(4) Fee paid with the filing of Amendment No. 1.
(5) Estimated solely for the purpose of calculating the registration fee
using the Black Scholes option pricing model.
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.
<PAGE> 3
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 APRIL 30, 1996
PROSPECTUS
CANYON RESOURCES CORPORATION
------------------
6,282,451 SHARES OF COMMON STOCK
2,017,167 WARRANTS TO PURCHASE COMMON STOCK
This Prospectus covers (i) 6,282,451 shares (the "Shares") of the
Common stock, $.01 par value ("Common Stock") and (ii) 2,017,167 warrants to
purchase 2,017,167 shares of Common Stock (the "Warrants") of Canyon Resources
Corporation ("Canyon" or the "Company") which are being offered by the Selling
Shareholders through brokers' and dealers' transactions, not involving any
underwriter. The Company will not receive any of the proceeds from the sale of
the Shares or the Warrants by the Selling Shareholders. (See "Selling
Shareholders".)
Brokers or dealers through whom the Shares or Warrants are sold may
receive compensation in the form of commissions from the Selling Shareholders
and/or the purchasers of the Shares and/or Warrants 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
__________, 1996, the closing price of the Common Stock on NASDAQ's National
Market was $________. It is anticipated that as of the effective date of this
Prospectus, the Warrants will be listed for trading on NASDAQ. However, the
Company can give no assurances as to the price at which the Warrants will
trade.
------------------
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" AT PAGE 4 HEREOF.
------------------
The date of this Prospectus is _____________, 1996.
<PAGE> 4
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, 1995.
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2. 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 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.
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<PAGE> 6
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.
The Company's principal executive office is located at 14142 Denver
West Parkway, Suite 250, Golden, Colorado 80401, telephone (303) 278-8464.
RECENT DEVELOPMENTS
On March 26, 1996, the Company completed a private placement in the
amount of $12.1 million ($11.3 million net of expenses). The offering was
completed at a price of $3.00 per unit, with each unit including 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. The units were offered to "accredited investors" only in
compliance with the exemption from registration provided by Regulation D
promulgated under the Securities Act. The following persons and entities were
purchasers of units in the private placement: Blanchard Precious Metals Fund;
The Prudential Insurance Company of America; United Services World Gold Fund;
Midas Fund Inc.; Scotia Mcleod Inc.; Ferri Gestion; Banque Hervet; CapitalPro
International; Union Bank of Switzerland-Zurich; Banque Worms ref Energia;
Banque de Gestion Privee; Societe Generale-Borel; Banque D'Orsay; Societe
Generale; Leonard D. and Margaret L. Frierman; Gam Equity (No. 17) Inc.; The
Common Fund; Trinkhaus & Burkhardt International; Matterhorn Offshore Fund;
D.M. Knott, L.P.; Franklin Gold Fund; Franklin Precious Metals Fund; Franklin
Natural Resources Fund; BBL France; and Richard S. Hallisey. (See "Selling
Shareholders" below for more information regarding these purchasers). The
Company's planned use of proceeds are for exploring properties within and in
proximity to the Briggs claim block, continuing to fund its share of
expenditures in the McDonald Project, exploration work on select foreign
properties, particularly in Brazil, and for general corporate purposes. This
financing is expected to adequately capitalize the Company for the next two
years consistent with its present objectives.
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, including many of those which have been
conducted by the Company, do not result and have not resulted 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. All of these factors may result in
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losses in relation to amounts spent which are not recoverable. The Company has
experienced losses of this type from time to time.
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. From time to
time, specific properties or areas which would otherwise be attractive to the
Company for exploration or acquisition are unavailable due to their previous
acquisition by other companies.
Fluctuation in the Price of Minerals. The market price of minerals is
extremely volatile and beyond the control of the Company. Gold prices are
generally influenced by basic supply/demand fundamentals. The market dynamics
of supply/demand can be heavily influenced by economic policy, i.e., central
banks sales/purchases, political unrest, conflicts between nations, and general
perceptions about inflation. Fluctuating metal prices may have a significant
impact on the Company's results of operations and operating cash flow.
Furthermore, 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. During the last
five years, the average annual market price of gold has fluctuated between $344
per ounce and $384 per ounce. 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. The Company's
practice has generally been to sell its minerals at spot prices, unless price
hedging was required in connection with securing loan facilities.
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. The Company experienced significant
delays and incurred costs over those originally anticipated in connection with
the environmental review and permitting process for the Briggs Mine. At the
Briggs Project, the Company originally estimated a permitting time of 24 months
and a cost for permitting of $2 million. However, the actual permitting time
stretched to 33 months, and costs increased to $4 million. In California, both
the federal government and the state government require environmental review
documents -- an environmental impact statement ("EIS") under federal law and an
environmental impact report ("EIR") under state law. The United States
Department of Interior Bureau of Land Management ("BLM") and Inyo County became
the lead agencies for the federal and the state permitting processes,
respectively. Notwithstanding the fact that a Memorandum of Understanding was
signed during the first few months of the process between the BLM and Inyo
County, under which the BLM and Inyo County cooperated as co-lead agencies in
the preparation of one environmental review document to satisfy both federal
and state requirements (an EIS/EIR), significant additional time and numerous
administrative drafts of the EIS/EIR were required during the process to
harmonize and satisfy the needs and requirements of both the BLM and Inyo
County. Costs increased due to the significant additional expense of the
numerous administrative drafts which were required to be completed, due to
other additional costs which were incurred in satisfying both agencies, and due
to additional fixed and other costs as a result of the extended period of time
required to complete the permitting process.
Uncertainty of Title. Most of the Company's mining properties which
are in the United States 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. 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
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the mining industry. 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 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.
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 above 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
Montana Environmental Policy 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.
Major permits include the Operating Permit from the Montana Department
of Environmental Quality (DEQ), the Operating Plan from the Montana Department
of Natural Resources and Conservation (DNRC), the Air Quality Permit (DEQ), the
Montana Pollutant Discharge Elimination System Permit (DEQ), a Non-Degradation
Authorization (DEQ), a Stormwater Discharge Permit (DEQ), a Water Rights Permit
(DNRC), a Section 404 Dredge and Fill Permit from the U.S. Army Corps of
Engineers (COE), and a Fiscal Impact Plan which must be approved by the Montana
Hard Rock Impact Board and numerous local government units.
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An Environmental Impact Statement (EIS) is currently being prepared by
three co-lead agencies, DEQ, DNRC, and COE. This EIS will be used to support
all of the major permit decisions. Agency decisions on the permits are
anticipated to be forthcoming by the end of 1997. In April 1996, certain
environmental groups brought an action against the DEQ challenging its
determination in March of 1996 that the permit application for the McDonald
Project is complete. In addition, certain environmental groups are in the
process of attempting to qualify an initiative petition related to water quality
regulation for placement on the ballot during the general election in Montana in
November of 1996. If placed on the ballot and if passed in the election in
November, such an initiative could have a materially adverse effect on the
permitting process at McDonald. No assurance can be given that such permits
will be issued, or if issued, in what time frame such issuance would occur.
Permitting, 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. However, the granting of
certain of the permits has been appealed in the proceedings described under
"Recent Developments". Although the Company believes that each of the appeals
will be dismissed, no assurance can be given that one or more of the appeals
might not be successful in overturning the granting of a permit. 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
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 300,000 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.
Market Effects of Stock and Warrants. At the date of this Prospectus,
and assuming conversion of the Warrants a total of 6,282,451 additional shares
of the Company's Common Stock will be available for trading in the public
market. This 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 in the market. Assuming
conversion of the Warrants, the 6,282,451 additional shares available for
trading in the public market constitute 19.6 percent of the outstanding shares
of common stock of the Company. As of the date of this Prospectus, there are
29,992,792 shares of Common Stock outstanding. On _____________, 1996, the
closing price of the on NASDAQ's National Market was $_________ for the Common
Stock. The Warrants have an exercise price of $3.75 per share and expire on
March 25, 1999. The table set forth below contains information concerning the
trading volume and high and low sales prices of the Common Stock during the
last six fiscal quarters.
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<TABLE>
<CAPTION>
Quarter Ended Shares Traded Closing Sale Prices
------------- ------------- -------------------
High Low
---- ---
<S> <C> <C> <C>
12/31/94 5,440,192 $2.56 $1.50
3/31/95 3,452,372 $2.13 $1.50
6/30/95 5,203,343 $2.44 $1.88
9/30/95 5,697,332 $2.75 $2.13
12/31/95 7,853,105 $2.56 $1.81
3/31/96 $ . $ .
--------- ----- -----
</TABLE>
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 development capital for the Seven-Up Pete/McDonald project. The
development capital budget for the Seven-Up Pete/McDonald Project will be
determined on an annual or longer basis pursuant to the budgetary approval
process between Phelps Dodge Exploration, Inc., the operator and majority
participant in the joint venture, and the Company, in accordance with the
Seven-Up Pete Venture Agreement previously filed as an Exhibit to the Company's
Reports on Form 10-K filed with the Securities and Exchange Commission.
The Seven-Up Pete Venture Agreement provides for Phelps Dodge, as the
manager of the venture, to submit a proposed budget for review by the venture
participants at least two months prior to the period to be covered by the
budget. Within thirty days of submission of the proposed budget, the
non-managing participant has the option to approve the proposed budget as
submitted or propose modifications to it, in which case the participants must
seek to develop a budget which is mutually acceptable in accordance with the
procedures of the Seven-Up Pete Venture Agreement.
Within twenty days of a final vote adopting a budget, which vote is
determined by an affirmative vote of the majority of the participating
interests, each party can elect to participate to the full extent of its
participating interest in such budget, or in some lessor amount. If a
participant elects to contribute to a budget in an amount less than its full
participating interest, its participating interest will thereafter be reduced
in proportion to the total contributions made by both parties up to the time of
the election, together with the amounts elected to be contributed to such
budget, all in accordance with the formula established in the Seven-Up Pete
Venture Agreement. If a participant defaults in making a required contribution
to an adopted budget, the non-defaulting participant has the option to advance
the amount of default on behalf of the defaulting participant as a demand
loan, or to have the defaulting participant's participating interest reduced in
relation to the amounts contributed by the parties; provided that the
defaulted amount shall be subtracted from the defaulting participant's previous
contributions in calculating the participant's new interest.
In the event a development capital budget is approved which calls for
amounts to be contributed by the Company in excess of that which the Company is
able to expend, the Company may be subject to a dilution of its interest as
described above. There can be no assurance that additional funding would be
available to meet the Company's needs in avoiding dilution. It is estimated that
the initial capital costs for the McDonald Project would be approximately $188
million. The Company's 27.75% share of that amount would be approximately $52
million. However, the Company believes that project financing on reasonable
terms could be obtained for the McDonald Project for at least 70% or more of the
initial capital cost requirements. In that event, the Company's share of the
remaining 30% of the initial capital cost requirements would be approximately
$16 million in order to retain its current participating interest of 27.75%. The
total amounts spent to date on the McDonald Project are in excess of $24
million, of which the Company has expended 27.75%, or approximately $6.7
million.
Uncertainty of Development and Operating Property Economics and Ore
Grades at Development Properties. 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
9
<PAGE> 12
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
and grades 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 and the properties under construction on which minable reserves have
been defined include the Seven-Up Pete/McDonald deposits in Montana and the
Briggs Project in California. There can be no assurance that these development
properties can attain profitable operations. Both the Briggs and McDonald
Projects have predicted average gold grades (.030 and .034 ounces per ton,
respectively) less than the average grade produced during mining operations at
the Kendall Mine since 1990 of .051 ounces per ton. In addition, once a property
is placed into production, risks still exist that the amount and grade of its
reserves will not actually be as predicted. To the extent that lower amounts
and/or grades of reserves are experienced, costs per unit produced and
profitability can be adversely affected. Depending upon the extent of such an
effect in any of the Company's properties, the Company could incur a writedown
on its investment in any such property.
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 Guarantee, Equity
Contribution and Pledge Agreement dated as of December 6, 1995 ("Guarantee
Agreement") executed by the Company in favor of its wholly owned subsidiary, CR
Briggs Corporation, in connection with the Loan Agreement of the same date
("Loan Agreement") for the Briggs Project with Banque Paribas and others, the
Company has agreed to maintain certain levels of working capital, tangible net
worth, and leverage ratios and make equity contributions to complete the Briggs
Project in the event of cost overruns in excess of the $6 million currently
available for such purpose, which could restrict the payment of dividends where
such payment would result in a failure to maintain such levels or make such
contributions. See Items 5 and 7 and Notes 6 and 7 to the Financial Statements
in the Company's Report on Form 10-K for the period ending December 31, 1995
filed with the Securities and Exchange Commission. In particular, the Company,
at any time during the term of the Guarantee Agreement, must maintain a
tangible net worth of not less than $38 million; a working capital ratio of the
aggregate current assets to aggregate current liabilities of the Company and
its subsidiaries of at least 1.75 to 1.0; and must maintain a leverage ratio,
defined as the ratio of total liabilities to tangible net worth, of at least
1.22 to 1. Similarly, CR Briggs Corporation is prohibited from repaying the
Company for advances or from paying dividends to the Company from the Briggs
Project revenues unless certain conditions relating to the financial
performance of the Briggs Project are met. These conditions and the financial
performance are referred to in Notes 6 and 7 to the Financial Statements
included in the Company's Report on Form 10-K for the period ending December
31, 1995 filed with the Securities and Exchange Commission. In addition to
those conditions specifically discussed in Notes 6 and 7, CR Briggs Corporation
must maintain a future debt cover ratio, defined as the net present value of
the future cash flow for the Briggs Project to the aggregate outstanding
principal amount of loans remaining to be paid on any given date, of at least
1.5 to 1 in order to be able to make any dividend or other payment to the
Company from the proceeds of the Briggs Project. The Company is currently in
compliance with all of the above-described conditions of the Loan Agreement and
the Guarantee Agreement and believes it will be able to stay in compliance
throughout the term of such agreements; however, no assurance can be provided
that the Company will always be in complete compliance with all such
conditions.
Lack of Profitability. The Company's operating history has resulted
in losses from operations in the fiscal years ending December 31, 1993, 1994
and 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 and Anti-Takeover 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
10
<PAGE> 13
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 (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 and Warrants. The market price
for shares of the Company's Common Stock and Warrants 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.
Gold Prices over the Last Five Years. The following table shows the
COMEX Gold month-end closing price for the last five years:
<TABLE>
<CAPTION>
===========================================================================================================
COMEX GOLD MONTH-END CLOSING PRICE
- -----------------------------------------------------------------------------------------------------------
YEAR JAN FEB MAR APR MAY JUN JUL AUG SEPT OCT NOV DEC
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1991 $382 $383 $369 $367 $371 $377 $371 $353 $357 $359 $368 $354
- -----------------------------------------------------------------------------------------------------------
1992 $368 $363 $352 $344 $342 $348 $361 $345 $349 $340 $334 $332
- -----------------------------------------------------------------------------------------------------------
1993 $336 $334 $344 $361 $384 $383 $411 $376 $357 $370 $370 $387
- -----------------------------------------------------------------------------------------------------------
1994 $392 $392 $402 $386 $396 $394 $389 $391 $398 $385 $381 $384
- -----------------------------------------------------------------------------------------------------------
1995 $393 $392 $405 $399 $394 $392 $388 $387 $386 $384 $387 $387
===========================================================================================================
</TABLE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale by the Selling
Shareholders of the Shares and Warrants offered hereby. See "Selling
Shareholders."
The Selling Shareholders currently hold (i) Warrants to purchase
2,017,167 shares of Common Stock at an exercise price of $3.75 per share, and
(ii) certain other warrants to purchase 75,000 shares of Common Stock at an
exercise price of $3.00 per share. In the event the Selling Shareholders or
their transferees exercise all of the Warrants and the other warrants for
75,000
11
<PAGE> 14
shares, the proceeds to the Company would be $7,789,376.30 and would be used
for development expenditures at the Company's McDonald properties, or for other
exploration and development at the Company's other properties, or other general
corporate purposes.
SELLING SHAREHOLDERS
The 6,282,451 Shares registered for sale hereunder are comprised of
the following: (i) 61,539 shares issued to one Selling Shareholder in January,
1995 in exchange for the exercise of an option to purchase such Selling
Shareholder's interest in a joint venture for the exploration and development
of certain mining claims; (ii) 94,412 shares issued to ten Selling Shareholders
in December, 1993 as consideration for the purchase from such Selling
Shareholders of their interests in a joint venture for the exploration and
development of certain mining claims; (iii) 75,000 shares issuable upon
conversion of warrants to purchase the Common Stock, also issued by the Company
in the December, 1993 purchase of interests; (iv) 4,034,333 shares issued to
certain Selling Shareholders by the Company in a private placement on March 26,
1996; and (v) 2,017,167 shares issuable upon conversion of the Warrants, also
issued by the Company in the March 26, 1996 private placement. The 4,190,284
shares of Common Stock currently held by the Selling Shareholders and being
registered hereunder represent approximately 14% of the Company's issued and
outstanding Common Stock, or 6,282,451 shares (19.6%) assuming conversion of
the Warrants and the certain other warrants described above.
The 2,017,167 Warrants being registered for sale hereunder consist of
warrants to purchase 2,017,167 shares of the Company's Common Stock at an
exercise price of $3.75 per share on or before March 25, 1999. The Warrants
were issued by the Company in its March 26, 1996 private placement.
The following list sets forth (i) the names of the Selling
Shareholders; (ii) their affiliation or material relationship with the Company,
if any during the last three years; (iii) the amount of Securities owned by
each prior to this offering; (iv) the amount of Securities being offered
hereunder for each Selling Shareholder's account; and (v) the amount of Shares
held by each and (if 1% or more) the percentage of the class owned by each
Selling Shareholder after completion of this offering.
<TABLE>
<CAPTION>
Securities
Shares Owned Before Securities Offered Owned After
Name (1) this Offering (2) Hereunder This Offering
- -------- ------------------- -------------------------- -------------
Shares (2) Warrants Shares (3)
---------- -------- -------------
<S> <C> <C> <C> <C>
The Prudential Insur- 126,000 126,000 42,000 0
ance Company of America
Blanchard Precious 1,300,000 225,000 75,000 1,075,000
Metals Fund (3.6%)
</TABLE>
12
<PAGE> 15
<TABLE>
<S> <C> <C> <C> <C>
United Services World 911,728 500,000 166,667 411,728
Gold Fund (1.4%)
D.M. Knott, L.P. 351,000 351,000 117,000 0
Credit Lyonnais Paris 600,000 600,000 200,000 0
Ferri Gestion 45,000 45,000 15,000 0
Banque Hervet 45,000 45,000 15,000 0
CapitalPro International 180,000 180,000 60,000 0
BBL France 195,000 195,000 65,000 0
Banque Worms ref Energia 150,000 150,000 50,000 0
Banque de Gestion Privee 45,000 45,000 15,000 0
Cantrade, Ormond, Burrus 150,000 150,000 50,000 0
Banque S.A.
Banque D'Orsay 112,500 112,500 37,500 0
Societe Generale 90,000 90,000 30,000 0
Societe Generale-Borel 825,000 825,000 275,000 0
Union Bank of 300,000 300,000 100,000 0
Switzerland-Zurich
Midas Fund Inc. 300,000 300,000 100,000 0
ScotiaMcLeod Inc. 150,000 150,000 50,000 0
Leonard D. and Margaret 3,000 3,000 1,000 0
L. Frierman
Gam Equity (No. 17) Inc. 51,000 51,000 17,000 0
The Common Fund 129,000 129,000 43,000 0
Trinkhaus & Burkhardt 23,100 23,100 7,700 0
International
</TABLE>
13
<PAGE> 16
<TABLE>
<S> <C> <C> <C> <C>
Matterhorn Offshore Fund 42,900 42,900 14,300 0
Franklin Gold Fund 1,017,000 1,017,000 339,000 0
Franklin Precious Metals 315,000 315,000 105,000 0
Fund
Franklin Natural 21,000 21,000 7,000 0
Resources Fund
Richard S. Hallisey 60,000 60,000 20,000 0
Donald O. Collins (4) 20,160 20,160 0 0
Paul F. Glen Revocable 21,223 20,160 0 1,063
Trust 4
Russell W. Fisher (4) 112,600 12,600 0 100,000
William T. Hunter, Jr. (4) 12,600 12,600 0 0
Jack Rudick (4) 7,560 7,560 0 0
Michael E. Herman 14,453 14,453 0 0
Revocable Trust (4)
E.M. Kauffman Revocable 27,794 27,794 0 0
Trust (4)
Jonathan A. Berg (4) 490 463 0 27
Robert L. Fuchs (4) 41,047 41,022 0 25
Holbrook & 981,775 6 12,600 0 969,175
Company (4,5) (4.2%)
Independence Mining 61,539 61,539 0 0
Company, Inc. (7)
</TABLE>
_________________________
(1) The names of the Selling Shareholders listed above are the
beneficial owners of the securities and are not necessarily the holders of
record.
(2) These share amounts include shares issuable upon conversion of
the Warrants.
(3) For purpose of this table, the Company has assumed that all of
the Shares and Warrants being offered hereunder will be sold.
14
<PAGE> 17
(4) These Selling Shareholders were partners in two limited
partnerships (Keene Valley Minerals and EMK Minerals Ltd.) which were
participants in a joint venture with the Company (the "Venture") formed for the
exploration and development of certain mining claims. Effective May 12, 1993,
the Company acquired the 38.25% interest in the Venture held by such limited
partnerships for the issuance of an aggregate of 150,000 shares of the
Company's common stock and warrants to purchase 75,000 shares of common stock
at an exercise price of $3.00 per share.
(5) Holbrook & Company is a partnership in which Mr. George W.
Holbrook, Jr., a director of the Company, is a controlling partner.
(6) This number includes (i) 500,000 shares owned of record by Mr.
George W. Holbrook; (ii) 694,946 shares owned or record by Bradley Securities
Corporation of which Mr. Holbrook is the President and major shareholder;
(iii) 167,629 shares owned by two partnerships in which Mr. Holbrook is a
controlling partner; (iv) 80,000 shares owned of record by Bradley Resources
Company, of which Mr. Holbrook is the Managing Partner; (v) 4,200 shares of
common stock issuable to Holbrook & Company upon exercise of warrants at an
exercise price of $3.00 per share; and (vi) an option to purchase 30,000 shares
at an exercise price of $2.50 per share.
(7) In 1992, this Selling Shareholder and the Company entered into
a joint venture for the exploration and development of mining claims in Nevada.
The Company obtained and subsequently exercised an option to purchase the
Selling Shareholder's interest in the joint venture in exchange for the
issuance by the Company to the Selling Shareholder of the shares covered by
this Prospectus.
PLAN OF DISTRIBUTION
The Selling Shareholders may, from time to time, offer the Shares or
Warrants through dealers or brokers, who may receive compensation in the form
of commissions from the Selling Shareholders and/or the purchasers of the
Shares or Warrants for whom they may act as agents. As of the date hereof, no
Selling Shareholder has 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 or Warrants. The Selling Shareholders may enter into such
agreements or understandings in the future. The Selling Shareholders may also
offer some or all of the Shares or Warrants through market transactions on the
National Association of Securities Dealers Automated Quotation System's
(NASDAQ) National Market, on which the Company's Common Stock and Warrants are
traded. Sales of the Shares or Warrants 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 or Warrants
covered by the Prospectus. Sales of Shares or Warrants 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. No
Selling Shareholder has advised the Company that it anticipates paying any
consideration, other than usual and customary broker's commissions, in
connection with sales of the Shares or Warrants. The Selling Shareholders are
acting independently of the Company in making deci- sions with respect to the
timing, manner and size of each sale.
15
<PAGE> 18
Upon exercise of the Warrants, shares of the Common Stock will be
issued directly by the Company to the Warrant holders. No brokerage commission
or similar fee will be paid in connection with the issuance of such shares of
Common Stock. The Company will bear all expenses in connection with the
registration of the shares of Common Stock covered by the Prospectus.
DESCRIPTION OF SECURITIES
WARRANTS
Effective March 26, 1996 in connection with a private placement of
4,034,333 shares of its Common Stock, the Company issued to the purchasers in
that private placement, 2,017,167 Warrants to purchase 2,017,167 shares of
Common Stock at an exercise price of $3.75 per share. Each Warrant is
convertible into one share of Common Stock, at the stated exercise price, on or
before March 25, 1999. Certain adjustments in (i) the number of shares of
Common Stock purchasable upon the exercise of the Warrants, and (ii) the
exercise price of the Warrants, will be made upon the occurrence of certain
events, including, but not limited to, the declaration or payment of dividends
in Common Stock, the subdivision or the Company's outstanding shares of Common
Stock, the combination of its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or the issuance of any shares of Common Stock
in a reclassification of the Common Stock.
The determination of the exercise price of the Warrants ($3.75 per
share) was reached through negotiations between the Company and the Placement
Agent for the private placement in which the Warrants were issued. Factors
considered in the determination of the exercise price included the then current
trading price of the Company's Common Stock, the price of the Common Stock
issued in the private placement, and the Company's future prospects.
It is anticipated that as of the effective date of this Prospectus,
the Warrants will be listed for trading on NASDAQ. However, the Company can
give no assurances as to the price at which the Warrants will trade.
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 27,
1996, with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing.
16
<PAGE> 19
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.
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.
17
<PAGE> 20
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.
<TABLE>
<S> <C>
=======================================================
SEC registration fee $ 7,276.88
-------------------------------------------------------
Printing and mailing $ 1,000.00
expenses
-------------------------------------------------------
Legal fees and $ 5,000.00
expenses
-------------------------------------------------------
Accounting fees and $ 5,000.00
expenses
-------------------------------------------------------
Total* $18,276.88
=======================================================
</TABLE>
* 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
18
<PAGE> 21
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,
19
<PAGE> 22
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).
20
<PAGE> 23
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.
21
<PAGE> 24
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)
4.2 Specimen Warrant Certificate (2)
4.3 Warrant Agreement (2)
5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Shares and Warrants
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>
* Previously Filed
- -------------------------------------------
(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.
(2) Exhibits 4.2 and 4.3 are incorporated by reference from Exhibits 4.9
and 4.10, respectively, to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
22
<PAGE> 25
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.
(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.
23
<PAGE> 26
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 April 29, 1996.
CANYON RESOURCES CORPORATION
Date: April 29, 1996 /s/ Richard H. De Voto
---------------------------------
Richard H. De Voto
Principal Executive Officer
Date: April 29, 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: April 29, 1996 /s/ Richard H De Voto
---------------------------------
Richard H. De Voto, Director
Date: April 29, 1996 /s/ Gary C. Huber
---------------------------------
Gary C. Huber, Director
24
<PAGE> 27
Date: April 29, 1996 /s/ William W. Walker
---------------------------------
William W. Walker, Director
Date: April 29, 1996 /s/ Paul A. Bailly
---------------------------------
Paul A. Bailly, Director
Date: April 29, 1996 /s/ Leland O. Erdahl
---------------------------------
Leland O. Erdahl, Director
Date: April 29, 1996 /s/ George W. Holbrook, Jr.
---------------------------------
George W. Holbrook, Jr.,
Director
Date: April 29, 1996 /s/ Frank M. Monninger
---------------------------------
Frank M. Monninger, Director
Date: April 29, 1996 /s/ William C. Parks
---------------------------------
William C. Parks, Director
Date: April 29, 1996 /s/ Christopher M. T. Thompson
---------------------------------
Christopher M. T. Thompson,
Director
25
<PAGE> 28
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)
4.2 Specimen Warrant Certificate (2)
4.3 Warrant Agreement (2)
5.1** Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Shares and Warrants
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>
* Previously Filed
** 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.
(2) Exhibits 4.2 and 4.3 are incorporated by reference from Exhibits 4.9
and 4.10, respectively, to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
22
<PAGE> 1
Exhibit 5.1
PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.
1801 CALIFORNIA ST., STE. 3600
DENVER, CO 80202
(303) 292-6400
April 3, 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
Re: Registration Statement on Form S-3
Covering the Registration of 6,282,451
Common Shares and 2,017,167 Warrants 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
6,282,451 shares of the Company's Common Stock (the "Shares") and 2,017,167
Warrants to purchase 2,017,167 shares of the Company's Common Stock (the
"Warrants") (the Shares and the Warrants together are hereinafter referred to
as 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 amended by the filing of
Amendment No. 1 thereto on or about April 2, 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.
<PAGE> 2
Canyon Resources Corporation
April 3, 1996
Page 2
2. The Shares have been legally and validly authorized under the
Company's Certificate of Incorporation, as amended, and constitute (or will
constitute upon due exercise of the Warrants or certain other warrants as
described in the Registration Statement) duly and validly issued and
outstanding and fully paid and nonassessable shares of the Company. The
Warrants constitute duly and validly issued and outstanding securities of the
Company. Except for the payment required upon exercise of the Warrants, the
Warrants are fully paid and nonassessable.
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.
<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 (File No. 333-00175) of
our report, which includes an explanatory paragraph regarding the Company's
change in accounting for impairments of long-lived assets, dated March 27,
1996, on our audits of the consolidated financial statements of Canyon
Resources Corporation as of December 31, 1995 and 1994, and for the years ended
December 31, 1995, 1994 and 1993. We also consent to the reference to our firm
under the caption "Experts."
/s/Coopers & Lybrand L.L.P.
Denver, Colorado
April 4, 1996
<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
April 3, 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401 Via Fax No. 1-303-279-3772
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 6,282,451 shares of the Company's common stock and
2,017,167 warrants, 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,
1995.
Very truly yours,
/s/ Murray N. Hutchison
- -----------------------
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
April 2, 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 6,282,451 shares of the Company's common stock and
2,017,167 warrants, 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,
1995.
Sincerely,
ROBERTS & SCHAEFER COMPANY
/s/ Brian C. Petersen
- ------------------------------
Brian C. Petersen
Manager -- Western Operations
<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
_________________________________________________________________
April 2, 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 6,282,451 shares of the Company's common stock
and 2,017,167 warrants 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, 1995.
Very truly yours,
MINE RESERVES ASSOCIATES, Inc.
/s/William L. Rose
- ------------------------------------------
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
April 2, 1996
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, Colorado 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 6,282,451 shares of the Company's common stock
an 2,017,167 warrants of our 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, 1995.
Very truly yours,
/s/ Tina Thomas
- ---------------
Tina A. Thomas
TAT:aj
<PAGE> 1
Exhibit 23.6
Chamberlin & Associates
- --------------------------------------------------------------------------------
7463 W. Otero Place
Littleton, CO 80123
Tele/FAX - 303-979-6753
April 2, 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 6,282,451 shares of the Company's common stock and
2,017,167 warrants 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,
1995.
Very truly yours,
/s/Paul Chamberlin
- ------------------
Paul D. Chamberlin
Owner
