CANYON RESOURCES CORP
10-Q, 1996-08-12
GOLD AND SILVER ORES
Previous: CITIZENS FINANCIAL SERVICES INC, 10-Q, 1996-08-12
Next: FINGERHUT COMPANIES INC, 10-Q, 1996-08-12



<PAGE>   1




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


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

                                  FORM 10-Q

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

                       ------------------------------

            [X]  Quarterly Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934
                     For the period ended June 30, 1996

                                     or

          [ ] Transition Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934
                 For the transition period from           to
                                                ---------    ----------
                                               
                      --------------------------------

                       Commission file number 0-14329

                        CANYON RESOURCES CORPORATION

                          (a Delaware Corporation)


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


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


         Indicate by check mark whether the registrant (1) has filed all
         reports required to be filed by Section 13 or 15(d) of the Securities
         Exchange Act of 1934 during the preceding 12 months (or for such
         shorter period that the registrant was required to file such reports),
         and (2) has been subject to such filing requirements for the past 90
         days.  Yes  X   No    
                   -----   -----
        
         Indicate the number of shares outstanding of each of the issuers
         classes of common stock, as of the latest practicable date: 
         37,284,110 shares of the Company's Common Stock were outstanding as of
         August 1, 1996.        



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


<PAGE>   2

                        PART I  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

         These consolidated financial statements should be read in conjunction
with the financial statements and accompanying notes included in the Company's
Form 10-K for the year ended December 31, 1995.



      Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . Page 3
                                                                       
      Consolidated Statements of Operations   . . . . . . . . . . . . Page 4
                                                                       
      Consolidated Statements of Cash Flows . . . . . . . . . . . . . Page 5-6
                                                                       
      Notes to Interim Consolidated Financial Statements  . . . . . . Page 7-9


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS   . . . . . . . . . . . .Page 10-11
<PAGE>   3
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)





<TABLE>
<CAPTION>                                                                                   June 30,            December 31,
                                                                                              1996                  1995
                                                                                           -----------           -----------
<S>                                                                                        <C>                   <C>
ASSETS

Cash and cash equivalents                                                                  $10,232,100            $1,893,800
Restricted cash                                                                             12,907,500            25,212,600
Accounts receivable                                                                          1,019,600               586,300
Inventories                                                                                    860,600               664,200
Prepaid and other assets                                                                       355,100               297,900
                                                                                           -----------           -----------
    Total current assets                                                                    25,374,900            28,654,800
                                                                                           -----------           -----------
Property and equipment, at cost
   Mining claims and leases                                                                 35,807,700            34,321,800
   Producing properties                                                                      4,475,300             2,869,100
   Other                                                                                    22,449,800             2,692,600
                                                                                           -----------           -----------
                                                                                            62,732,800            39,883,500
   Accumulated depreciation and depletion                                                   (1,634,200)           (1,359,100)
                                                                                           -----------           -----------
     Net property and equipment                                                             61,098,600            38,524,400
                                                                                           -----------           -----------

Deferred financing costs, net of amortization of $885,900 at
       June 30, 1996, and $741,100 at December 31, 1995                                      1,898,900             1,981,800
Other assets                                                                                   742,700             3,263,200
                                                                                           -----------           -----------
     Total Assets                                                                          $89,115,100           $72,424,200
                                                                                           ===========           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                            $2,105,400              $806,900
Notes payable  - current                                                                     1,459,000               216,600
Accrued taxes, other than payroll and income                                                   222,700               413,200
Accrued reclamation costs                                                                      500,600               686,000
Deferred income taxes                                                                          267,900               267,900
Other accrued liabilities                                                                      651,200               476,800
                                                                                           -----------           -----------
    Total current liabilities                                                                5,206,800             2,867,400

Notes payable - long term                                                                   48,905,600            47,371,800
Accrued reclamation costs                                                                    1,926,000             2,026,000
Other noncurrent liabilities                                                                   289,800                88,500
                                                                                           -----------           -----------
     Total Liabilities                                                                      56,328,200            52,353,700
                                                                                           -----------           -----------


Common stock ($.01 par value) 100,000,000 shares authorized; issued and out-
   standing:  30,938,000 at June 30, 1996, and 25,793,300 at December 31, 1995                 309,300               257,900
Capital in excess of par value                                                              60,565,400            46,072,500
Deficit                                                                                    (28,087,800)          (26,259,900)
                                                                                           -----------           -----------
     Total Stockholders' Equity                                                             32,786,900            20,070,500
                                                                                           -----------           -----------
     Total Liabilities and Stockholders' Equity                                            $89,115,100           $72,424,200
                                                                                           ===========           ===========

</TABLE>

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

                                      3


<PAGE>   4
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>

                                               Three months ended June 30,      Six months ended June 30,
                                                  1996          1995            1996               1995
                                               ----------    ----------       ----------         ----------
<S>                                            <C>           <C>              <C>                <C>
     REVENUE
Sales                                          $1,303,100    $2,158,100       $2,447,200         $5,848,000
                                               ----------    ----------       ----------         ----------
     EXPENSES
Cost of sales                                   1,234,400     1,809,900        2,146,200          4,464,400
Depreciation, depletion, and amortization          59,700       164,500          120,000            461,900
Selling, general and administrative               927,500       797,200        1,739,000          1,849,800
Exploration costs                                  92,600       342,000          222,100            589,200
Abandoned mineral properties                       -            121,300          -                  135,600
                                               ----------    ----------       ----------         ----------

                                                2,314,200     3,234,900        4,227,300          7,500,900
                                               ----------    ----------       ----------         ----------

     OTHER INCOME (EXPENSE)
Interest income                                   392,200       175,700          724,600            365,300
Interest expense                                 (399,600)     (410,700)        (802,300)          (833,100)
Gain (loss) on asset disposals                     (4,000)       -                (4,000)           160,600
Other                                              22,800       (39,300)          33,900            (38,900)
                                               ----------    ----------       ----------         ----------

                                                   11,400      (274,300)         (47,800)          (346,100)
                                               ----------    ----------       ----------         ----------

Net loss                                        ($999,700)  ($1,351,100)     ($1,827,900)       ($1,999,000)
                                               ==========    ==========       ==========         ==========

Net loss per share                                 ($0.03)       ($0.05)          ($0.06)            ($0.08)
                                               ==========    ==========       ==========         ==========

Weighted average shares outstanding            30,872,700    25,650,500       29,072,300         25,604,600
                                               ==========    ==========       ==========         ==========


</TABLE>



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






                                      4

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

<TABLE>
<CAPTION>
                                                                                   Six months ended June 30,
                                                                                     1996             1995
                                                                                  -----------       ----------
<S>                                                                               <C>               <C>
Cash flows from operating activities:
  Net loss                                                                        ($1,827,900)     ($1,999,000)
                                                                                  -----------       ----------
  Adjustments to reconcile net loss to net cash:
    Depreciation, depletion, and amortization                                         120,000          480,500    
    Amortization of financing costs                                                   144,800          141,300
    Abandonment loss                                                                  -                135,600
    (Gain) loss on asset disposals                                                      4,000         (160,600)
    Other                                                                             -                 33,600
    Changes in assets and liabilities, 
      (Increase) in receivables                                                      (330,900)        (138,900)
      (Increase) decrease in inventories                                              (98,800)       1,070,200
      (Increase) decrease in prepaid and other assets                                 (57,000)          71,200
      (Decrease) in accounts payable and accrued liabilities                         (388,800)        (757,600)
      (Decrease) increase in other liabilities                                       (123,900)         313,000
                                                                                  -----------       ----------
      Total adjustments                                                              (730,600)       1,188,300
                                                                                  -----------       ----------

      Net cash used in operating activities                                        (2,558,500)        (810,700)
                                                                                  -----------       ----------

Cash flows from investing activities:
  Purchases of property and equipment                                             (21,075,500)      (3,620,500)
  Proceeds on asset dispositions                                                        5,300          324,500
  Other                                                                                20,000           20,000
                                                                                  -----------       ----------

     Net cash used in investing activities                                        (21,050,200)      (3,276,000)
                                                                                  -----------       ----------

Cash flows from financing activities:
  Issuance of stock, net                                                           14,444,200           12,200
  Debenture conversion cost                                                           -                (43,500)
  Payments on debt                                                                   (123,900)        (271,700)
  Payments on capital lease obligations                                               (24,200)         (17,000)
  Proceeds from loans                                                              17,853,200          -
  Payments to escrow account                                                          (47,800)         -
  Payments for debt issuance costs                                                   (154,500)         -
                                                                                  -----------       ----------

     Net cash provided by (used in)  financing activities                          31,947,000         (320,000)
                                                                                  -----------       ----------

Net increase (decrease) in cash and cash equivalents                                8,338,300       (4,406,700)
Cash and cash equivalents, beginning of year                                        1,893,800       13,280,100
                                                                                  -----------       ----------
Cash and cash equivalents, end of period                                          $10,232,100       $8,873,400
                                                                                  ===========       ==========

</TABLE>

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





                                      5


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

Supplemental disclosures of cash flow information:

1. The Company paid $653,500 of interest, net of $741,100 capitalized  during 
   the first half of 1996, and  $695,400, net of $3,400 capitalized during the
   corresponding period of 1995.

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

Supplemental schedule of noncash investing and financing activities:

1. The Company acquired $275,800  in equipment through capital leases during 
   the first half of 1996, and $25,800 in equipment through capital leases 
   during the first half of 1995.

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

3. Debentures in the principal amount of $100,000 were converted into 29,000 
   shares of common stock  during the first six months of 1996 and  $725,000 
   in principal were converted to 210,100 shares of common stock during the 
   first six months of 1995.



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






                                      6

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

1.       BASIS OF PRESENTATION:

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

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

2.       INTERIM RESULTS:

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

3.       USE OF ESTIMATES:

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

4.       RESTRICTED CASH:

         Restricted cash consisted of the following:

<TABLE>
<CAPTION>
                                                                  June 30, 1996     December 31, 1995
                                                                  -------------     -----------------
         <S>                                                       <C>                 <C>
         Collateral for Letter of Credit (a)                       $ 1,953,000         $ 1,953,000
         Collateral for Letter of Credit (b)                           500,000             500,000
         Unexpended proceeds from loan drawing (c)                   8,406,400          23,259,600
         Contingency account (d)                                     2,048,100           2,000,300
                                                                   -----------         -----------
                                                                   $12,907,500         $27,712,900
         Current portion                                            12,907,500          25,212,600
                                                                   -----------         -----------
         Noncurrent portion                                        $     -             $ 2,500,300
                                                                   ===========         ===========
</TABLE>





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

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

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

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

         (d)     As a condition precedent to securing the Briggs loan facility,
                 the Company transferred $2.0 million to an escrow account to
                 be held in reserve against construction cost overruns at the
                 Briggs Mine.  These funds, including interest earned and net
                 of any cost overruns, will be returned to the Company upon
                 final completion of an expansion phase of development,
                 currently scheduled in the second quarter of 1997.

5.       INVENTORIES:

         Inventories consisted of the following:
<TABLE>
<CAPTION>
                                             June 30, 1996    December 31, 1995
                                             -------------    -----------------
               <S>                             <C>                 <C>
               Gold-in-process (a)             $460,100            $389,200
               Industrial minerals (a)          211,400             120,000
               Materials and supplies           189,100             155,000
                                               --------            --------
                                               $860,600            $664,200
                                               ========            ========
</TABLE>                                    

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

6.       NOTES PAYABLE:

         Notes payable consisted of the following at:
<TABLE>
<CAPTION>
                                               June 30, 1996  December 31, 1995
                                               -------------  -----------------
               <S>                              <C>              <C>
              Briggs Loan (a)                   $29,000,000      $26,000,000
              6% Debentures (b)                  21,075,000       21,175,000
              Caterpillar Finance Note (c)          289,600          413,400
                                                -----------      -----------
                                                $50,364,600      $47,588,400
              Current portion                     1,459,000          216,600
                                                -----------      -----------
              Notes Payable - Long Term         $48,905,600      $47,371,800
                                                ===========      ===========
</TABLE>                                        




                                      8
<PAGE>   9

6.       NOTES PAYABLE: (Continued)

         (a)     On December 6, 1995, the Company's wholly owned subsidiary, CR
                 Briggs Corporation, secured a $34.0 million loan facility to
                 finance the capital requirements of mine construction and
                 working capital for its Briggs Mine in California.  On
                 December 27, 1995, drawing commenced on the facility and $25.0
                 million principal in the form of a gold loan and $1.0 million
                 principal as a dollar loan were drawn.  The gold loan portion
                 was monetized at $388.05 per ounce, or 64,425 ounces.  An
                 additional $3.0 million principal as dollar loans were drawn
                 during the first six months of 1996.  Interest rates on the
                 drawings for the six months ended June 30, 1996 were (i) 4.56%
                 on the $25.0 million gold loan and (ii) 9.65% on the $4.0
                 million cash loans.  During the first six months of 1996,
                 interest payments of $732,300 were made utilizing proceeds
                 from the drawings.

         (b)     On June 2, 1993, the Company sold $22.0 million ($21.1 million
                 outstanding at June 30, 1996) of Subordinated Convertible
                 Notes (the "Notes") which were due June 1, 1998.  Interest was
                 payable semi-annually on June 1 and December 1 at a rate of
                 6% per annum.  The Notes were convertible at the option of the
                 holder any time into common shares at the rate of $3.45 per
                 share.  During the second quarter of 1996, Notes in the
                 principal amount of $100,000 were converted into 29,000 shares
                 of common stock.  On or after June 1, 1996, the Company could
                 redeem the Notes by issuing common stock at a rate equal to
                 94% of the then trading common stock price at the time of
                 redemption, or by payment in cash at par.  On June 14, 1996,
                 the Company gave notice to all holders of record that the
                 Notes in the aggregate principal amount of $21,075,000 would
                 be redeemed on July 12, 1996, by the issuance of common stock
                 at a price equal to $3.31 per share.  The Company subsequently
                 issued 6,346,100 shares in July, 1996, in connection with the
                 call for redemption.

         (c)     In August 1994, the Company exercised purchase options on its
                 leased mining equipment at the Kendall Mine for $899,900.
                 Caterpillar Financial Services Corporation subsequently agreed
                 to finance the purchase price over a three-year period at a
                 fixed rate of 9.5%.  During the first half of 1996, the
                 Company paid $20,000 of interest and reduced the principal
                 balance by $123,900.

7.       INCOME TAXES:

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





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

RESULTS OF OPERATIONS

         The Company recorded a net loss of $999,700, or $0.03 per share, on
revenues of $1,303,100 during the second quarter of 1996 and a net loss of
$1,827,900, or $0.06 per share, on revenues of $2,447,200 for the first half of
1996.  This compares to a net loss of $1,351,100, or $0.05 per share, on
revenues of $2,158,100 during the second quarter of 1995 and a net loss of
$1,999,000, or $0.08 per share, on revenues of $5,848,000 during the first six
months of 1995.  Although the current periods were adversely impacted by lower
gold production at the Kendall Mine, lower non-project related exploration
expenses, no property abandonments, and higher interest income resulted in an
overall improvement from the comparable periods in 1995.

         For the three months ended June 30, 1996, the Company sold 1,069
ounces of gold and 808 ounces of silver at an average price of $387 per
equivalent gold ounce.  For the comparable period of 1995, 3,463 ounces of gold
and 2,586 ounces of silver were sold at an average price of $392 per equivalent
gold ounce.  For the first half of 1996, 2,069 ounces of gold and 1,408 ounces
of silver were sold at an average price of $396 per equivalent gold ounce.  For
the prior year first half, the Company sold 11,363 ounces of gold and 7,086
ounces of silver at an average price of $387 per equivalent gold ounce.

         Cost of sales at Kendall was $725 per ounce for the three months ended
June 30, 1996 and $621 per ounce for the first half of 1996, as compared to
$408 per ounce and $325 per ounce, respectively, for the comparable periods in
1995.  The higher unit costs in the current periods are due to lower production
levels during the rinsedown of the leach pads in preparation for final
reclamation.

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

         Interest income was higher in the current periods due to higher
investible balances.  Interest expense was not materially different.

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

LIQUIDITY & CAPITAL RESOURCES

         Net cash used in operating activities during the six months ended June
30, 1996 was $2,558,500, as compared to a use of $810,700 for the same period
in 1995.  The increased use of cash in the current period was principally due
to lower gold sales.  Cash and cash equivalents at June 30, 1996 was
$10,232,100.

         The Company spent $21,075,500 on capital programs for the six months
ended June 30, 1996, principally on the Briggs and McDonald projects.  Capital
expenditures at Briggs were financed by draws from a loan facility which
totalled $17,853,200 for the six month period.





                                      10
<PAGE>   11
         On March 26, 1996, the Company completed a private placement in the
amount of $12.1 million ($11.2 million net of expenses).  The offering was
completed at a price of $3.00 per unit which included one share of common stock
(4,034,300 total shares) and one-half warrant (2,017,200 total warrants).  Each
whole warrant entitles the holder to purchase one share of common stock at an
exercise price equal to $3.75 per share.  The warrants expire on March 25, 1999.
The Company filed a Registration Statement under the Securities and Exchange Act
of 1933 in respect of the common shares, the warrants, and the common shares
underlying the warrants which was declared effective by the Securities and
Exchange Commission on May 14, 1996.  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 on the McDonald Project,
exploration work on select foreign properties, particularly in Brazil, and for
general corporate purposes.

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

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

OUTLOOK

         In July, 1996, ore crushing commenced at the Briggs Mine in
southeastern California.  Initial gold production is expected in October 1996,
after sufficient ore stacking and leaching to facilitate gold recovery has
occurred, with production of approximately 19,000 ounces anticipated for 1996.
Direct cash operating costs, after achieving design capacity, are expected in
the range of $215-$225 per ounce during the fourth quarter of 1996.

         The Company anticipates gold production from residual leaching at
Kendall in 1996 of approximately 7,000 ounces at direct cash operating costs of
approximately $330-$340 per ounce.  The Company expects to spend approximately
$0.7 million on reclamation during 1996.

         During 1996, the Company expects to contribute approximately $1.8
million to fund its share of expenditures for the McDonald Project, principally
relating to ongoing permitting and support activities.  The Company's overall
exploration objectives in 1996 will be to seek quality joint venture partners
for several of its foreign properties and focus internally on exploring and
drilling within and adjacent to the Briggs claim block and select foreign
properties, particularly in Brazil.  These expenditures are expected to total
$3.0 million.





                                       11
<PAGE>   12
                          PART II   OTHER INFORMATION


<TABLE>
<S>              <C>                                                                                          <C>    
ITEM 1.          LEGAL PROCEEDINGS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   None   
                                                                                                                     
ITEM 2.          CHANGES IN SECURITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  None   
                                                                                                                     
ITEM 3.          DEFAULTS UPON SENIOR SECURITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  None   
                                                                                                                     
ITEM 4.          SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS: . . . . . . . . . . . . . . . . . . . .   None   
</TABLE>

               On June 5, 1996, the Company held its Annual Meeting
               of Shareholders.  The following two items of business
               were voted upon by shareholders at the meeting:
               
               Proposal I was the election of three Directors of the
               Company:  William W. Walker, William C.  Parks, and
               Christopher M. T. Thompson.  The proposal electing
               the three Directors passed with votes of 19,557,681;
               19,555,939; and 19,526,034 shares "For" respectively,
               and 144,527; 146,269; 176,174 "Withheld",
               respectively.
               
               Proposal II was to ratify the appointment of Coopers
               & Lybrand L.L.P. as the Company's independent public
               accountants for 1996.  The proposal passed with votes
               of 19,608,950 "For"; 17,568 "Against"; and 75,690
               "Abstaining".
               

<TABLE>
<S>              <C>                                                                                          <C>
ITEM 5.          OTHER INFORMATION: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

ITEM 6(a)        EXHIBITS:

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

ITEM 6(b)        REPORTS ON FORM 8-K: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None

</TABLE>





                                      12
<PAGE>   13
                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        CANYON RESOURCES CORPORATION
                                      
                                      
                                      
Date:    August 12, 1996                /s/ Richard H. De Voto      
                                        ----------------------------
                                        Richard H. De Voto
                                        President
                                      
                                      
                                      
Date:   August 12, 1996                 /s/ Gary C. Huber           
                                        ----------------------------
                                        Gary C. Huber
                                        Chief Financial Officer
                                      




                                      13
<PAGE>   14
                                 EXHIBIT INDEX

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





                                      14

<PAGE>   1
                                                                  EXHIBIT NO. 11

CANYON RESOURCES CORPORATION
CALCULATION OF PRIMARY AND FULLY-DILUTED EARNINGS PER SHARE
- -----------------------------------------------------------
<TABLE>
<CAPTION>
                                                                Three Months Ended            Six Months Ended             
                                                                     June 30,                     June 30,              
                                                               1996           1995           1996           1995  
                                                              ----------    ----------     ----------     ----------               
<S>                                                           <C>           <C>            <C>            <C>
PRIMARY EARNINGS PER SHARE:                                                                                                      
                                                                                                                                 
Computation for Statement of Operations                                                                                          
- ---------------------------------------          

Adjustment to net loss per statements                                                                                            
  of operations to amount used in primary                                                                                        
  loss per share computation:                                                                                                    
                                                                                                                                 
  Net loss                                                     ($999,700)  ($1,351,100)   ($1,827,900)   ($1,999,000)            
                                                                                                                                 
  Add interest on convertible                                                                                                    
  debentures, net of tax effect                                 (B)            (B)           (B)            (B)                  
                                                              ----------    ----------     ----------     ----------               
  Net loss, as adjusted                                        ($999,700)  ($1,351,100)   ($1,827,900)   ($1,999,000)            
                                                              ==========    ==========     ==========     ========== 
                                                                                                                                 
                                                                                                                                 
Adjustment to weighted average shares                                                                                            
  outstanding to amount used in primary                                                                                          
  earnings (loss) per share computation:                                                                                         
                                                                                                                                 
  Weighted average shares outstanding                         30,872,700    25,650,500     29,072,300     25,604,600             
                                                                                                                                 
  Additional shares issuable from                                                                                                
      assumed exercise of options and                                                                                            
      warrants (Note A)                                         (B)            (B)           (B)            (B)                  
                                                                                                                                 
  Add shares issuable from assumed                                                                                               
      exercise of convertible debentur                          (B)            (B)           (B)            (B)                  
                                                              ----------    ----------     ----------     ----------               
  Primary average shares outstanding,                                                                                            
      as adjusted                                             30,872,700    25,650,500     29,072,300     25,604,600             
                                                              ==========    ==========     ==========     ========== 
  Primary loss per share                                          ($0.03)       ($0.05)        ($0.06)        ($0.08)            
                                                              ==========    ==========     ==========     ========== 

</TABLE>

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

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


<PAGE>   2

                                                                  EXHIBIT NO. 11

CANYON RESOURCES CORPORATION
CALCULATION OF PRIMARY AND FULLY-DILUTED EARNINGS PER SHARE
- -----------------------------------------------------------


<TABLE>
<CAPTION>
                                                             Three Months Ended            Six Months Ended                
                                                                   June 30,                     June 30,                  
                                                             1996           1995           1996           1995   
                                                           ----------    ----------     ----------     ----------
<S>                                                        <C>            <C>           <C>            <C>
FULLY-DILUTED EARNINGS PER SHARE:                                                                                               
                                                                                                                                
Computation for Statement of Operations                                                                                         
- ---------------------------------------                                                                                         
                                                                                                                                
Adjustment to net loss per statements                                                                                           
  of operations to amount used in fully                                                                                         
  diluted loss per share computation:                                                                                           
                                                                                                                                
  Net loss                                                  ($999,700)  ($1,351,100)   ($1,827,900)   ($1,999,000)              
                                                                                                                                
  Add interest on convertible                                                                                                   
  debentures, net of tax effect                               (B)            (B)           (B)            (B)                    
                                                           ----------    ----------     ----------     ----------
  Net loss, as adjusted                                     ($999,700)  ($1,351,100)   ($1,827,900)   ($1,999,000)              
                                                           ==========    ==========     ==========     ========== 
Adjustment to weighted average shares                                                                                           
  outstanding to amount used in fully                                                                                           
  diluted loss per share computation:                                                                                           
                                                                                                                                
  Weighted average shares outstanding                      30,872,700    25,650,500     29,072,300     25,604,600               
                                                                                                                                
  Additional shares issuable from                                                                                               
      assumed exercise of options                                                                                               
      and warrants (Note A)                                   (B)            (B)           (B)            (B)                    
                                                                                                                                
  Add shares issuable from assumed                                                                                              
      exercise of convertible debentur                        (B)            (B)           (B)            (B)                    
                                                           ----------    ----------     ----------     ----------
  Fully-diluted average shares                                                                                                  
      outstanding, as adjusted                             30,872,700    25,650,500     29,072,300     25,604,600               
                                                           ----------    ----------     ----------     ----------
  Fully-diluted loss per share                                 ($0.03)       ($0.05)        ($0.06)        ($0.08)              
                                                           ==========    ==========     ==========     ========== 

</TABLE>


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

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



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      23,139,600
<SECURITIES>                                         0
<RECEIVABLES>                                1,019,600
<ALLOWANCES>                                         0
<INVENTORY>                                    860,600
<CURRENT-ASSETS>                            25,374,900
<PP&E>                                      62,732,800
<DEPRECIATION>                               1,634,200
<TOTAL-ASSETS>                              89,115,100
<CURRENT-LIABILITIES>                        5,206,800
<BONDS>                                     48,905,600
<COMMON>                                       309,300
                                0
                                          0
<OTHER-SE>                                  60,565,400
<TOTAL-LIABILITY-AND-EQUITY>                89,115,100
<SALES>                                      2,447,200
<TOTAL-REVENUES>                             2,447,200
<CGS>                                        2,146,200
<TOTAL-COSTS>                                2,146,200
<OTHER-EXPENSES>                               342,100
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             802,300
<INCOME-PRETAX>                            (1,827,900)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,827,900)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,827,900)
<EPS-PRIMARY>                                   (0.06)
<EPS-DILUTED>                                   (0.06)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission