<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CANYON RESOURCES CORPORATION
----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CANYON RESOURCES CORPORATION
----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11,
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total Fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
<PAGE> 2
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 3
CANYON RESOURCES CORPORATION
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1996
To Our Shareholders:
The Annual Meeting of Shareholders ("Meeting") of Canyon Resources
Corporation (the "Company"), a Delaware corporation, will be held at 3:00 p.m.
(Denver Time) on Wednesday, June 5, 1996 at the Denver West Marriott Hotel,
1717 Denver West Blvd., Golden, Colorado, for the following purposes:
1. To elect three directors of the Company, each for a three-year
term.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as the
Company's independent public accountants for 1996.
3. To consider and vote upon such other matters as may properly
come before the Meeting or any adjournment thereof.
Shareholders of record at the close of business on April 8, 1996 are entitled
to notice of and to vote at the Meeting.
The Board of Directors of the Company extends a cordial invitation to
all shareholders to attend the Meeting in person. Whether or not you plan to
attend the Meeting, please fill in, date, sign, and mail the enclosed proxy in
the return envelope as promptly as possible. Your proxy may be revoked at any
time prior to the Meeting. The prompt return of your completed proxy will
assist the Company in obtaining a quorum of shareholders for the Meeting, but
will not affect your ability to change your vote by subsequent proxy or by
attending the Meeting and voting in person. If you are unable to attend, your
written proxy will assure that your vote is counted.
By Order of the Board of Directors
George S. Young
Vice President - Law
Corporate Secretary
Golden, Colorado
May 3, 1996
<PAGE> 4
CANYON RESOURCES CORPORATION
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 5, 1996
This Proxy Statement is furnished to the shareholders of Canyon
Resources Corporation (the "Company"), a Delaware corporation, in connection
with the solicitation by and on behalf of the Company's Board of Directors (the
"Board") of proxies to be voted at the Annual Meeting of Shareholders
("Meeting") of the Company. The Meeting will be held on June 5, 1996 at 3:00
p.m. (Denver Time) at the Denver West Marriott Hotel, 1717 Denver West Blvd.,
Golden, Colorado, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Officers and regular employees of the Company,
without additional compensation, may solicit proxies personally or by telephone
if deemed necessary. Solicitation expenses will be paid by the Company.
All proxies that are properly executed and received prior to the
Meeting will be voted at the Meeting. If a shareholder specifies how the proxy
is to be voted on any business to come before the Meeting, it will be voted in
accordance with such specification. If a shareholder does not specify how to
vote the proxy, it will be voted FOR the election of the three nominees for
director named in this Proxy Statement, FOR the ratification of the appointment
of Coopers & Lybrand L.L.P. as the Company's auditors for 1996, and in the
proxy holders' discretion on such other business as may properly come before
the Meeting. Any proxy may be revoked by a shareholder at any time before it
is actually voted at the Meeting by delivering written notification to the
Secretary of the Company, by delivering another valid proxy bearing a later
date, or by attending the Meeting and voting in person.
This Proxy Statement and the accompanying proxy are first being sent
to shareholders on or about May 3, 1996. The Company will bear the cost of
preparing, assembling, and mailing the notice, Proxy Statement, and form of
proxy for the Meeting.
VOTING SECURITIES
All voting rights are vested exclusively in the holders of the
Company's common stock, $.01 par value (the "Common Stock"), with each share
entitled to one vote. Only shareholders of record at the close of business on
April 8, 1996 are entitled to notice of and to vote at the Meeting or any
adjournment. At the close of business on April 8, 1996, there were 29,992,792
shares of Common Stock issued and outstanding. A minimum of one-third of the
shares of Common Stock issued and outstanding must be represented at the
Meeting, in person or by proxy, in order to constitute a quorum. Cumulative
voting is not allowed for any purpose. The affirmative vote of the holders of
the majority of the shares of Common Stock represented at the Meeting in person
or by proxy will
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be necessary to elect the slate of directors nominated by the Company, and to
ratify the appointment of the auditors.
An abstention or withholding authority to vote will be counted as
present for determining whether the quorum requirement is satisfied. With
respect to the vote on any particular proposal, abstentions will be treated as
shares present and entitled to vote, and for purposes of determining the
outcome of the vote on any such proposal, shall have the same effect as a vote
against the proposal. A broker "non-vote" occurs when a nominee holding shares
for a beneficial holder does not have discretionary voting power and does not
receive voting instructions from the beneficial owner. Broker "non-votes" on a
particular proposal will not be treated as shares present and entitled to vote
on the proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table on the next page sets forth information, as of April 8, 1996
with respect to beneficial ownership of the Common Stock by each person known
by the Company to be the beneficial owner of more than 5% of its outstanding
Common Stock, by each director of the Company, by each named executive officer,
and by all officers and directors of the Company as a group. Unless otherwise
noted, each shareholder has sole investment and voting power over the shares
owned.
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<TABLE>
<CAPTION>
=======================================================================================================
NAME AND ADDRESS TYPE OF NUMBER OF PERCENT
OF BENEFICIAL OWNER OWNERSHIP SHARES OF CLASS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
VenturesTrident II, L.P.(1) Record and 3,689,473(2) 12.3%
475 Seventeenth Street, Suite 750 Beneficial
Denver, CO 80202-4017
Richard H. De Voto Record and 732,698(3) 2.4%
14142 Denver West Pkwy, Suite 250 Beneficial
Golden, CO 80401
Gary C. Huber Record and 679,124(4) 2.3%
14142 Denver West Pkwy, Suite 250 Beneficial
Golden, CO 80401
William W. Walker Record and 263,137(5) *
14142 Denver West Pkwy, Suite 250 Beneficial
Golden, CO 80401
Paul A. Bailly(6) Record and 40,000(7) *
475 Seventeenth Street, Suite 750 Beneficial
Denver, CO 80202-4017
Leland O. Erdahl Record and 74,289(8) *
9449 Navy Blue Court Beneficial
Las Vegas, NV 89117
George W. Holbrook, Jr. Record and 1,011,775(9) 3.4%
P.O. Box 761 Beneficial
Southport, CT 06490-0761
Frank M. Monninger Record and 50,000(10) *
150 Quail's Roost Road Beneficial
Sequim, WA 98382
William C. Parks Record and 126,255(11) *
South 5919 Yale Road Beneficial
Spokane, WA 99223
Christopher M.T. Thompson(12) Record and 60,000(13) *
475 Seventeenth Street, Suite 750 Beneficial
Denver, CO 80202-4017
George S. Young Record and 50,000(14) *
14142 Denver West Pkwy, Suite 250 Beneficial
Golden, CO 80401
John R. Danio Record and 88,301(15) *
14142 Denver West Pkwy, Suite 250 Beneficial
Golden, CO 80401
All Officers & Directors as a Group Record and 3,230,579 10.5%
(12 persons) Beneficial
=======================================================================================================
</TABLE>
* Less than 1%
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(1) The general partner of VenturesTrident II, L.P. is Fulcrum Management
Partners II, L.P., a Delaware limited partnership. Mr. Landon T. Clay
and MinVen, Inc., a Delaware corporation, are the two general partners
of Fulcrum Management Partners II, L.P.
(2) This number includes 3,689,473 shares owned of record.
(3) This number includes (i) 9,719 shares owned of record; (ii) 560,628
shares held by the Richard H. De Voto Trust No. 1; (iii) 351 shares
held as Co-Trustee of Trust for his mother; (iv) an option to purchase
37,000 shares at an exercise price of $3.00 per share; (v) an option
to purchase 50,000 shares at an exercise price of $1.63 per share; and
(vi) an option to purchase 75,000 shares at an exercise price of $3.69
per share.
(4) This number includes (i) 519,124 shares owned of record; (ii) two
trusts of 15,000 shares each held by wife, Gwen D. Huber, as Trustee
for two minor children; (iii) an option to purchase 50,000 shares at
an exercise price of $3.00 per share; and (iv) an option to purchase
30,000 shares at an exercise price of $1.63 per share; and (v) an
option to purchase 50,000 shares at an exercise price of $3.69 per
share.
(5) This number includes (i) 198,137 shares owned of record; (ii) an
option to purchase 30,000 shares at an exercise price of $3.00 per
share; and (iii) an option to purchase 35,000 shares at an exercise
price of $3.69 per share.
(6) Mr. Bailly is the Chairman of Castle Group, Inc., the management
service company for VenturesTrident II, L.P. Mr. Bailly disclaims
beneficial ownership of the shares held by VenturesTrident II, L.P.
(7) This number includes (i) an option to purchase 30,000 shares at an
exercise price of $2.50 per share and (ii) an option to purchase
10,000 shares at an exercise price of $2.06 per share.
(8) This number includes (i) 24,289 shares owned of record; (ii) an option
to purchase 30,000 shares at an exercise price of $1.44 per share;
(iii) an option to purchase 10,000 shares at an exercise price of
$2.19 per share; and (iv) an option to purchase 10,000 shares at an
exercise price of $2.06 per share.
(9) This number includes (i) 5,000 shares owned of record; (ii) 694,946
shares owned of 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) 20,000
shares of common stock issuable to Bradley Resources Company upon
exercise of 20,000 warrants at an exercise price of $3.50 per share;
(vi) 4,200 shares of common stock issuable to a partnership in which
Mr. Holbrook is a controlling partner upon exercise of warrants at an
exercise price of $3.00 per share; (vii) an option to purchase
30,000 shares at an exercise price of $2.50 per share; and (viii) an
option to purchase 10,000 shares at an exercise price of $2.06 per
share.
(10) This number includes (i) an option to purchase 30,000 shares at an
exercise price of $1.44 per share; (ii) an option to purchase 10,000
shares at an exercise price of $2.19 per share; and (iii) an option to
purchase 10,000 shares at an exercise price of $2.06 per share.
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<PAGE> 8
(11) This number includes (i) 65,541 shares owned of record; (ii) 714
shares held by Mr. Parks as custodian for a minor child; (iii) an
option to purchase 20,000 shares at an exercise price of $1.44 per
share; (iv) an option to purchase 30,000 shares at an exercise price
of $3.19 per share; and (v) an option to purchase 10,000 shares at an
exercise price of $2.06 per share.
(12) Mr. Thompson is the President of Castle Group, Inc., the management
service company for VenturesTrident II, L.P. Mr. Thompson disclaims
beneficial ownership of the shares held by VenturesTrident II, L.P.
(13) This number includes (i) an option to purchase 20,000 shares at an
exercise price of $1.44 per share; (ii) an option to purchase 30,000
shares at an exercise price of $3.19 per share; and (iii) an option to
purchase 10,000 shares at an exercise price of $2.06 per share.
(14) This number includes an option to purchase 50,000 shares at an
exercise price of $2.72 per share.
(15) This number includes (i) 8,301 shares owned of record; (ii) an option
to purchase 20,000 shares at an exercise price of $3.00 per share;
(iii) an option to purchase 25,000 shares at an exercise price of
$1.63 per share; and (iv) an option to purchase 35,000 shares at an
exercise price of $3.69 per share.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of members of the Board
shall be nine. The Board presently consists of nine members, divided into
three classes. Cumulative voting in the election of directors is not
permitted. Directors are elected by majority vote of the shares represented at
the Meeting.
Three Directors, William W. Walker, William C. Parks and Christopher
M. T. Thompson, have been nominated for re-election at the Meeting. UNLESS
AUTHORITY IS WITHHELD, IT IS INTENDED THAT THE SHARES REPRESENTED BY THE
PROXIES WILL BE VOTED FOR THESE THREE DIRECTORS, EACH TO SERVE FOR A THREE-YEAR
TERM OR UNTIL HIS RESPECTIVE SUCCESSOR IS ELECTED AND QUALIFIED.
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OFFICERS AND DIRECTORS
The following table lists the names, ages, and positions of the
executive officers and directors of the Company as of March 1, 1996. Directors
are divided into classes, each of which is elected to serve for three years,
with one class being elected each year. All officers have been appointed to
serve until their successors are elected and qualified. Additional information
regarding the business experience, length of time served in each capacity, and
other matters relevant to each individual is set forth below the table.
<TABLE>
<CAPTION>
DIRECTORS' TERMS
NAME AGE POSITION EXPIRE
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard H. De Voto 61 President, Director and Chairman 1998
of the Board
Gary C. Huber 44 Vice President-Finance 1997
and Director
William W. Walker 56 Vice President-Exploration and 1996
Director
John R. Danio 45 Vice President-Operations
George S. Young 44 Vice President-Law and
Corporate Secretary
Richard T. Phillips 41 Treasurer
Paul A. Bailly 69 Director 1998
Leland O. Erdahl 67 Director 1997
George W. Holbrook, Jr. 64 Director 1998
Frank M. Monninger 71 Director 1997
William C. Parks 54 Director 1996
Christopher M.T. Thompson 48 Director 1996
</TABLE>
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<PAGE> 10
DR. RICHARD H. DE VOTO was a founder of the Company and has been a
Director of the Company since its formation in 1979. Dr. De Voto served as
President of the Company from September 1979 to April 1985, and became
President again in April 1987. He is President of CR Montana Corporation, CR
Briggs Corporation, and CR International Corporation, each wholly owned
subsidiaries of the Company. Dr. De Voto is Professor Emeritus of Geology at
the Colorado School of Mines, where he taught from 1966 to 1987. Dr. De Voto
was a founder of the private Australian mining firm, Canyon Resources
Proprietary Ltd., which later became Delta Gold N.L., a publicly listed company
of which he was a Director from 1983 to 1989. From 1966 to 1979, he was a Vice
President of Earth Sciences, Inc., a mineral exploration company, where he was
involved in property acquisition and exploration and development ventures. Dr.
De Voto also has worked in the petroleum business with Shell Oil and Mobil Oil.
After graduating from Dartmouth College in 1956 with an A.B. Degree in
Engineering Sciences, he received an M.Sc. Degree in Civil Engineering from
Dartmouth in 1957 and a Doctor of Science Degree in Geology from the Colorado
School of Mines in 1961. Dr. De Voto is a registered Professional Engineer in
the State of Colorado.
GARY C. HUBER was a founder of the Company and served as Secretary of
the Company from inception through June 1986, as Treasurer from 1980 through
December 1991, as Vice President from April 1985 to April 1987, and as Vice
President-Finance since April 1987. He was elected as a Director of the
Company in June 1985 and serves as President of CR Minerals Corporation, a
wholly owned subsidiary of the Company. He was employed by Energy Reserves
Group, Inc., an energy fuels company, as District Geologist from 1975 to 1977,
where his responsibilities included exploration and development of several
uranium/vanadium mines in western Colorado. He graduated in 1973 from Fort
Lewis College with a B.Sc. Degree in Geology and received a Ph.D in Geology
with a minor in Mineral Economics from the Colorado School of Mines in 1979.
Dr. Huber has been responsible for the financial operations of the Company
since its inception and currently directs the Company's industrial minerals
program.
WILLIAM W. WALKER was a founder of the Company and served as its Vice
President from 1979 to April 1985, and its President from April 1985 to April
1987. In April 1987, Mr. Walker became the Company's Vice
President-Exploration. He was elected as a Director of the Company in June
1985 and serves as President of Canyon Resources Africa Ltd., the Company's
African exploration subsidiary. Mr. Walker directs the Company's exploration
programs and is responsible for joint venture activities and property farmouts.
He has served as Division Geologist for Central and Southwest Fuels, Inc., a
uranium and coal exploration company; as Vice President of Earth Sciences,
Inc., a mineral exploration company; and as geologist for Climax Molybdenum
Company (AMAX). Mr. Walker received a Professional Engineering Degree in
Geological Engineering from the Colorado School of Mines in 1961.
JOHN R. DANIO was appointed Vice President-Operations of the Company
in September 1987, and has overall responsibility for the Company's mine
development and production operations. Prior to joining the Company, he
operated several open-pit gold mines and heap-leaching operations as Project
Engineer and Mine Manager. Mr. Danio received a B.Sc. Degree in Mining
Engineering from the Colorado School of Mines in 1973. He is a registered
professional engineer in the States of Colorado and Nevada.
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GEORGE S. YOUNG was appointed Vice President-Law and Corporate
Secretary of the Company in November, 1993. Mr. Young was most recently
employed as President and Director of the Uruguayan and Argentinean affiliated
companies of American Resource Corporation, Inc. during 1992 and 1993 and as
Vice President and General Counsel of Alta Gold Co. from 1990-92. Mr. Young
previously held various positions in the mining and resources industries
including General Counsel of Bond International Gold, Inc. (1988-90), General
Counsel and Acting General Manager of Intermountain Power Agency (1984-88),
Legal Supervisor for the U.S. Minerals and Coal Division of Getty Oil Company
(1981-84), and as a Metallurgical Engineer for Kennecott Copper Corporation
(1975-76). Mr. Young has a B.S. degree in Metallurgical Engineering (1975) and
a Law Degree (1979) from the University of Utah, and served as a law clerk to
Judge Aldon J. Anderson in Utah Federal District Court (1979-80).
RICHARD T. PHILLIPS was appointed Treasurer of the Company in
December 1991. Initially joining the Company as Controller in July 1991, he is
responsible for the Company's cash management, risk management, and financial
reporting functions. From 1988 to 1991, Mr. Phillips served as Controller for
Western Gold Exploration and Mining Company, a gold mining partnership between
Minorco and Inspiration Resources Corporation. From 1975 to 1987, he was
employed by subsidiaries of Inspiration Resources Corporation, a natural
resources company, in various financial capacities including Director of
Corporate Accounting. Mr. Phillips received a B.S. Degree in Business
Administration from the University of Phoenix in 1984 and is a Certified
Management Accountant.
PAUL A. BAILLY has been a Director of the Company since February
1989. Pursuant to the provisions of a Stock Purchase and Loan Agreement
between the Company and VenturesTrident II, L.P. ("VT II"), the Company is
required to nominate a designee of VT II as a candidate for Director. Mr.
Bailly is the designee of VT II. He is Chairman of Castle Group, Inc., the
successor to Fulcrum Management, Inc. From 1984 through 1992, he served as
President of Fulcrum Management, Inc., the managing company for two private
U.S. venture capital funds, VenturesTrident L.P. and VenturesTrident II, L.P.,
which invest in precious metals companies and projects. He has previously
served as President of Occidental Minerals Corporation and Bear Creek Mining,
an exploration subsidiary of Kennecott Copper. Mr. Bailly received an M.S.
Degree in Geology/Mineralogy and a Geological Engineering Degree from the
University of Nancy in France in 1948 and a Doctor of Science Degree in Geology
from Stanford University in 1951. Mr. Bailly serves as Chairman of Dakota
Mining Corporation (formerly MinVen Gold Corporation); Chairman of Golden Queen
Mining Company, Ltd.; and Director of Golden Sitka Resources, Inc., Minven,
Inc., and Olympic Mining Corporation.
LELAND O. ERDAHL has been a Director of the Company since February
1986. He served as President and CEO of Stolar, Inc., a privately held service
and communication supply company for the mining industry, from July 1987 to
September 1991, and as President and CEO of Albuquerque Uranium Corporation, a
privately held company engaged in the production and sale of uranium from
November 1987 to January 1992. From October 1984 through October 1987, and
from January 1992 to January 1995, Mr. Erdahl served as an independent
management consultant. From 1970 through July 1984, he was employed by
Ranchers' Exploration and Development Corporation, a mining company, in various
capacities including Treasurer, Vice President-Finance, Senior Vice President,
Executive Vice President, and, from 1982 to 1984, President. Mr. Erdahl holds
a B.S. Degree in Business from the College of Santa Fe and is a Certified
Public Accountant. Mr. Erdahl serves as a Director of Hecla Mining Company,
Freeport McMoRan Copper & Gold Inc., Uranium
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<PAGE> 12
Resources, Inc., and Original Sixteen to One Mine, Inc., all publicly held
mineral resources companies, and as a trustee of a group of John Hancock Mutual
Funds, all publicly held investment entities. Mr. Erdahl is also a Director of
Santa Fe Ingredients Company of California, Inc. and Santa Fe Ingredients
Company, Inc., private food processing companies.
GEORGE W. HOLBROOK, JR. has been a Director of the Company since
1981. Since 1984, he has been the Managing Partner of Bradley Resources
Company, a private investment company. Mr. Holbrook received a B.S. Degree in
Mechanical Engineering from Cornell University in 1953. He is a Director of
the Merrill Lynch Institutional Fund and other associated funds, Thoratec
Laboratories and several private companies.
FRANK M. MONNINGER has been a Director of the Company since September
1990. He is currently a consultant to the mining industry. From 1984 to 1988,
he was Executive Vice President of Operations for Coeur D'Alene Mines
Corporation, a publicly held mining company. From 1982 to 1984, Mr. Monninger
was a consultant for San Francisco Mining Associates. From 1979 to 1982, he
was the Vice President of Development and Operations for Occidental Minerals
Corporation. In addition, Mr. Monninger has held positions of Vice President
and General Manager for Inspiration Consolidated Copper Company, Manager of
Mine and Plant Operations for Bechtel Corporation, Vice President of Anaconda
Company, and President of the Montana Mining Division of Anaconda Company. Mr.
Monninger received a Professional Degree in Metallurgical Engineering from the
Colorado School of Mines in 1949 and an Honorary Degree of Metallurgical
Engineering from Montana College of Mineral Science and Technology in 1973. He
currently serves as Chairman of the Board of ISL Ventures, a Nevada corporation
involved in in-situ leaching and precious metals lixiviants.
WILLIAM C. PARKS has been a Director of the Company since February
1986. He is currently Executive Vice President and General Manager of R.A.
Pearson Company, a privately held company engaged in the design and manufacture
of packaging machinery. From August 1989 through December 1991, he was the
President of United Management Company, a company involved in providing
management consulting services to the mining, manufacturing, and transportation
industries. From November 1987 through August 1989, he was Vice President of,
through December 1991, a consultant to, and through February 1991, a Director
of Artech Recovery Systems, Inc., a publicly held company engaged in the
processing and extraction of metals from arsenic-bearing ores. From August
1983 through November 1987, he was President and Director of Nevex Gold
Company, Inc., a publicly held mining company. Mr. Parks received his B.A.
Degree in 1965 in Economics and English from Western Washington University. He
currently serves as a Director of Advanced Recording Instruments, Inc., a
manufacturer of on-board electronic recording equipment for the transportation
industry.
CHRISTOPHER M.T. THOMPSON has been a Director of the Company since
September 1990. He is President of Castle Group, Inc., the successor to
Fulcrum Management, Inc. From 1984 through 1992, he served as Executive Vice
President and Chief Financial Officer for Fulcrum Management, Inc., the
managing company for two private U.S. venture capital funds, VenturesTrident
L.P. and VenturesTrident II, L.P., which invest in precious metals companies
and projects. He is also a Director of EMGF Management Company which manages
The Emerging Markets Gold Fund. Castle Group is by subcontract, manager of the
Emerging Markets Gold Fund. From 1982 to 1983, he was Manager of New Business
Development for Gulf Canada, Ltd. From 1978 to 1982, Mr. Thompson was a
Partner, Director, and Mining Analyst for Gordon Securities Limited, a Canadian
9
<PAGE> 13
institutional brokerage firm. Mr. Thompson received a B.A. Law Degree from
Rhodes University in 1969 and graduated with a M.Sc. from Bradford University
in 1971. He currently serves as a Director of Golden Queen Mining Company,
Ltd.; Golden Shamrock Mines, Ltd.; Minven, Inc.; Olympic Mining Corporation;
Silver Standard Resources Inc.; and Santa Elina Gold Inc.
BOARD MEETINGS AND COMMITTEES
During the Company's 1995 fiscal year, the Board met seven times. All
of the Directors were present for 75% or more of the meetings of the Board and
committees upon which they served that were held during their individual
incumbencies, with the exception of Messrs. Bailly, Thompson and Monninger.
The Company's Audit Committee ("Audit Committee") is comprised of
Messrs. Erdahl, Parks, and Thompson, all independent Directors of the Company.
The Audit Committee recommends the selection and re-appointment of the
Company's independent certified public accountants to the Board and reviews the
proposed scope, content, and results of the audit performed by the accountants,
and any reports and recommendations made by them. The Audit Committee held two
meetings in 1995.
The Company's Compensation Committee ("Compensation Committee") is
comprised of Messrs. Bailly, Erdahl, and Parks, with Dr. De Voto as a
non-voting member. The Compensation Committee reviews and makes
recommendations to the Board concerning the salaries paid to the Company's
officers. The Compensation Committee held two meetings in 1995.
The Company's Stock Option Committee ("Stock Option Committee") was
dissolved during 1995 and its functions assumed by the Compensation Committee
due to the restructuring of the manner of making stock option awards to non-
executive directors which was approved at the Company's 1995 Annual Meeting of
Shareholders.
The Company has no nominating or executive committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTION WITH A DIRECTOR
Keene Valley Minerals, a limited partnership, was a participant in the
Canyon-Minex II Joint Venture. Mr. Holbrook is the sole general partner of a
partnership which is a partner in Keene Valley Minerals. The participation of
his partnership in this joint venture is on the same terms and conditions as
were available to unaffiliated participants. Effective May 12, 1993, the
Company acquired the other parties' 38.25% interest in the venture by issuing
150,000 shares of common stock and warrants to purchase 75,000 shares of common
stock at an exercise price of $3.00 per share, exercisable until May 11, 1996.
The fair market value of the Company's common stock on the acquisition date was
$2.38 per share. Keene Valley Minerals owned 22.5% of the Canyon-Minex II
Joint Venture and had invested $750,000 in the venture as of May 12, 1993.
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<PAGE> 14
TRANSACTIONS WITH VENTURESTRIDENT II, L.P.
On January 27, 1989, the Company entered into a Stock Purchase and
Loan Agreement (the "Agreement") with VenturesTrident II, L.P., a Delaware
limited partnership ("VT II"). Pursuant to the Agreement, the Company sold to
VT II 1,000,000 shares of its $.01 par value common stock for $2,000,000 and
accepted a $2,000,000 loan from VT II evidenced by a Variable Interest Secured,
Recourse Convertible Debenture (the "Debenture").
On January 26, 1993, the Company and VT II agreed to amend certain
provisions of the Debenture to provide for a two-year extension of $1.5 million
of the principal. The Company paid $500,000 of the Debenture in early 1993,
and, on July 20, 1993, gave VT II notice of intent to prepay the $1.5 million
convertible debenture otherwise scheduled for payment on January 26, 1995. VT
II elected to receive shares in lieu of cash as consideration for the repayment
and was issued 789,473 fully paid and non-assessable shares of Common Stock.
Pursuant to the terms of the Agreement, and for so long as VT II owns
more than 4% of the Company's issued and outstanding Common Stock, the Company
has agreed to nominate a designee of VT II as a candidate for Director of the
Company. Mr. Paul A. Bailly, Chairman of Castle Group Inc., Manager of VT II,
was elected by the Board as a Director of the Company, effective as of February
10, 1989, and was subsequently elected by the Company's shareholders to serve
as a Director until 1992. Mr. Bailly was re-elected by the Company's
shareholders to serve as a Director until 1995 and again re-elected until 1998.
On September 18, 1990, the Board also elected Mr. Christopher M.T. Thompson,
President of Castle Group, Inc., as a member of the Board to serve as a
Director until 1993. Mr. Thompson was re-elected by the Company's shareholders
to serve as a Director until 1996.
EXECUTIVE COMPENSATION
In 1992, the United States Securities and Exchange Commission amended
the proxy disclosure requirements covering compensation of executive officers.
These requirements call for a new format that includes a report by the
Compensation Committee on the Company's policies for making executive
compensation decisions, including the factors and criteria on which the chief
executive officer's pay is based; a series of tables covering annual and
long-term compensation; and a performance graph comparing the Company's
five-year total shareholder return with a performance indicator of the overall
stock market and another selected index.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
Messrs. William C. Parks, Leland O. Erdahl, Paul A. Bailly and Richard
H. De Voto serve as the Compensation Committee for the Board. Dr. De Voto, the
President of the Company, is a non-voting member of the Compensation Committee.
Other than Dr. De Voto, no committee member is an officer or employee of the
Company or any of its subsidiaries.
Mr. Bailly is the Chairman of Castle Group Inc., the Manager of VT II.
See "Certain Relationships and Related Transactions" for additional
information.
11
<PAGE> 15
REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
OVERALL POLICY
Salary compensation of the Company's executive officers is determined
by the Board. The Compensation Committee is responsible for considering
specific information and making recommendations to the full Board. The
Compensation Committee is comprised of three outside directors appointed
annually by the Board. The Compensation Committee's consideration of and
recommendations regarding executive compensation are guided by a number of
factors described below. The objectives of the Company's total executive
compensation package are to attract and retain the best possible executive
talent, to provide an economic framework to motivate the Company's executives
to achieve goals consistent with the Company's business strategy, to provide an
identity between executive and shareholder interests through stock option
plans, and to provide a compensation package that recognizes an executive's
individual results and contributions in addition to the Company's overall
business results.
In making recommendations concerning executive compensation, the
Committee reviews individual executive compensation, corporate performance,
stock price appreciation, and total return to shareholders for the Company as
well as a peer group of public North American gold-mining companies. The peer
group of companies used for compensation analysis includes many of the selected
peer group identified in the Performance Graph set forth below.
The Compensation Committee recommends to the Board compensation levels
for the President (Chief Executive Officer) and other officers of the Company.
In reviewing individual performance of executives whose compensation is
detailed in this Proxy Statement, the Compensation Committee takes into account
the views of Richard H. De Voto, the Company's Chief Executive Officer and
non-voting member of the Committee.
SALARIES
The key elements of the Company's executive compensation consist of
salary and stock options. The Board acts on salary levels of officers and the
Compensation Committee makes recommendations on employee stock option awards
for action by the full Board of Directors.
Salaries for executive officers are determined by evaluating the
responsibilities of the position held and the experience of the individual, and
by reference to the competitive marketplace for executive talent, including a
comparison of salaries for comparable positions at other similar mining
companies.
The salary levels of the Chief Executive Officer and other officers of
the Company for the following calendar year are generally established by the
Board at its December meeting. Specific individual performance and overall
corporate or business segment performance are reviewed in determining the
compensation level of each individual officer. In a particular business unit,
such unit's financial, operating, cost containment, and productivity results
are also considered. The Compensation Committee, where appropriate, also
considers other performance measures, such as
12
<PAGE> 16
increase in market share, safety, environmental awareness, and improvements in
relations with shareholders, employees, the public, and government regulators.
In evaluating the performance and setting the compensation of the
President and Chief Executive Officer, Richard H. De Voto, for 1996, the
Compensation Committee and Board noted the efforts and the successful
completion of environmental permitting process for the Briggs property, and the
obtaining of 100% financing for the entire project including a bank loan
facility and a mining equipment lease. They also noted the excellent success
in acquisitions made in Brazil and Ethiopia of prime exploration properties and
the joint venturing negotiated and finalized by management with Homestake
Mining Company on the Mountain View Property, with BHP Minerals Company and
Kennecott Minerals Company on two joint ventures in Montana, with JCI Limited
in Ethiopia and with Phelps Dodge Exploration Company in Argentina.
The Compensation Committee believes that the Chief Executive Officer,
as well as the other officers of the Company, are strongly motivated and
dedicated to the growth in shareholder value of the Company. The Compensation
Committee further believes that the Chief Executive Officer, as well as the
other officers of the Company, are receiving salary compensation in the
mid-range of peer-group levels and that their performance incentives are
heavily based on their personal shareholding and/or incentive stock options in
the Company. The Compensation Committee believes that through the excellent
leadership provided by Richard H. De Voto and the Company's other officers, (1)
the Briggs project has been fully permitted within an area previously
surrounded by Wilderness Study areas in a desert region of California generally
noted for its difficulty in permitting; (2) the Briggs project was
fully-financed with 100% bank financing for construction costs and an equipment
lease for mining equipment during a difficult market environment; (3) the
Company has maintained an effective voice in the management and advancement of
the permitting of the McDonald Project through its joint venture with Phelps
Dodge; (4) the Company continues to increase its reserve base without
significant additional equity expenditures through effective joint venturing
both in the United States and internationally; and (5) the Company has acquired
an enviable position in several countries in Latin America and Africa,
including Panama, Brazil, Ethiopia and Tanzania. The Compensation Committee
further believes that the Company is well positioned for substantial growth
both in the near-term as well as the long-term as the Briggs project moves into
production, the McDonald project is permitted, and international exploration
success is achieved.
STOCK OPTIONS
Under the Company's 1982 Incentive Stock Option Plan as amended ("ISO
Plan"), which was approved by shareholders, stock options are granted to the
Company's key employees, including the individuals whose compensation is
detailed in this Proxy Statement. The Compensation Committee sets the size of
the stock option grants based on factors, including competitive compensation
data, similar to those used to determine salaries.
Stock options are intended to align the interests of the executives
with those of the shareholders. All stock options granted from the ISO Plan
are granted with an exercise price equal to the market price of the Common
Stock on the date of grant and are generally exercisable over a 2-5 year
period. This approach is designed to provide executive incentive for creation
of additional shareholder value over the long term since the benefit of the
option awards cannot be realized unless stock price appreciation occurs.
13
<PAGE> 17
CONCLUSION
The Company's executive compensation is linked to individual and
corporate performance and stock price appreciation. The Compensation Committee
intends to continue the policy of linking executive compensation to corporate
performance and returns to shareholders, recognizing that the ups and downs of
the business cycle, and in particular the depressed gold prices, from time to
time may result in an imbalance for a particular period.
This Report has been provided by the Compensation Committee.
Paul A. Bailly(1)
Leland O. Erdahl(1)
William C. Parks(1)
Richard H. De Voto(2)
(1) Member of Compensation Committee
(2) Non-voting member of Compensation Committee
14
<PAGE> 18
COMPENSATION OF OFFICERS
The following tables show compensation during the fiscal years ended
December 31, 1995, 1994, and 1993, and option grants and option exercises
during the fiscal year ended December 31, 1995 of those persons who were, at
December 31, 1995, (i) the Chief Executive Officer and (ii) other executive
officers of the Company whose total compensation was not less than $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
=============================================================================================================
Annual Long-term
Compensation Compensation
----------------------------------
Awards All Other
Name and Salary -------------- Compensation
Principal Position Year ($) Securities ($)*
Underlying
(#)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard H. De Voto 1995 190,000 75,000 4,500
President, CEO 1994 190,000 50,000 4,500
1993 160,000 75,000 4,039
Gary C. Huber 1995 145,000 55,000 3,988
Vice President- 1994 145,000 30,000 3,988
Finance 1993 125,000 50,000 3,750
George S. Young** 1995 125,000 35,000 3,750
Vice President-Law 1994 125,000 25,000 1,875
1993 15,225 50,000 457
John R. Danio 1995 120,000 50,000 3,600
Vice President- 1994 120,000 25,000 3,480
Operations 1993 95,000 35,000 2,850
William W. Walker 1995 110,000 50,000 3,300
Vice President- 1994 110,000 25,000 3,300
Exploration 1993 100,000 35,000 3,000
=============================================================================================================
</TABLE>
* Amounts included in all other compensation were paid pursuant to the
Company's 401(k) plan.
** First employed by the Company on November 17, 1993.
15
<PAGE> 19
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
======================================================================================================================
Potential Realizable
Value at Assumed Annual
INDIVIDUAL GRANTS Rates of Stock Price
Appreciation for Option
Term
- ----------------------------------------------------------------------------------------------------------------------
Number of Securities Percent of Total Exercise or Expiration
Underlying Options Options Granted Base Price Date
Name Granted to Employees in ($/Sh) 5% ($) 10% ($)
(#) Fiscal Year 1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard H. De Voto 25,000(1) 4.6% $2.00 05/16/00 13,814 30,526
50,000(2) 9.3% $2.19 12/06/00 30,253 66,851
Gary C. Huber 20,000(1) 3.7% $2.00 05/16/00 11,051 24,420
35,000(2) 6.5% $2.19 12/06/00 21,177 46,796
George S. Young 35,000(2) 6.5% $2.19 12/06/00 21,177 46,796
John R. Danio 20,000(1) 3.7% $2.00 05/16/00 11,051 24,420
30,000(2) 5.6% $2.19 12/06/00 18,152 40,111
William W. Walker 20,000(1) 3.7% $2.00 05/16/00 11,051 24,420
30,000(2) 5.6% $2.19 12/06/00 18,152 40,111
======================================================================================================================
</TABLE>
(1) Options were granted on May 17, 1995 and first become exercisable
after the second anniversary of the date of grant. The options were
granted at an exercise price equal to the Common Stock closing price
as quoted on the NASDAQ market on the grant date.
(2) Options were granted on December 7, 1995 and first become exercisable
after the second anniversary of the date of grant. The options were
granted at an exercise price equal to the Common Stock closing price
as quoted on the NASDAQ market on the grant date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES(1)
<TABLE>
<CAPTION>
=======================================================================================================
Number of Securities Underlying Value of Unexercised
Unexercised Options at FY-End (#) In-The-Money Options at FY-End ($)(2)
------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard H. De Voto 202,000 188,000 98,100 64,000
Gary C. Huber 160,000 85,000 67,500 41,850
George S. Young 50,000 60,000 -- 29,000
John R. Danio 80,000 75,000 20,250 36,550
William W. Walker 85,000 75,000 16,200 36,550
=======================================================================================================
</TABLE>
(1) None of the named officers exercised stock options during 1995.
(2) Based on the closing price of $2.44 of the Common Stock as quoted in
the NASDAQ market on December 31, 1995.
16
<PAGE> 20
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on
the Company's Common Stock compared to the cumulative total return of three
other stock market indices: 1) the Standard and Poor's 500 Index, 2) Standard
and Poor's Gold Index, and 3) a peer group of small market capitalization North
American gold mining companies. The time period graphed is the period from
December 31, 1990 through December 31, 1995.
The Standard and Poor's Gold Index includes data from four large North
American gold mining companies: Echo Bay Mines Ltd., Homestake Mining Company,
Newmont Gold Company, and Placer Dome Inc. The peer group of small market
capitalization North American gold mining companies includes data from 10
companies, all of which are listed on NASDAQ, AMEX, or NYSE. The 10 companies
are USMX, Inc.; Crown Resources Corporation; Atlas Corporation; Alta Gold
Company; Dakota Mining Corporation; Glamis Gold Ltd.; Piedmont Mining Company,
Inc.; Coeur d'Alene Mines Corporation; Hecla Mining Company; and Sunshine
Mining Company.
17
<PAGE> 21
CUMULATIVE TOTAL SHAREHOLDER RETURN(1),(2)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS
12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Canyon Resources Corp. $100.00 $ 223.81 $ 133.33 $ 309.52 $ 119.05 $ 185.71
- --------------------------------------------------------------------------------------------------------------
Peer Group $100.00 $ 91.84 $ 79.97 $ 148.44 $ 143.90 $ 122.28
- --------------------------------------------------------------------------------------------------------------
S & P 500 $100.00 $ 130.00 $ 139.67 $ 153.53 $ 155.50 $ 213.21
- --------------------------------------------------------------------------------------------------------------
S & P Gold $100.00 $ 81.24 $ 75.88 $ 138.70 $ 112.14 $ 126.15
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Assumes $100 invested on December 31, 1990 in the Company's common stock,
the Standard and Poor's 500 Index Companies, Standard and Poor's Gold
Index, and Peer Group Index (small market capitalization North American
Gold Mining Companies)
(2) Total shareholder return assumes reinvestment of dividends
18
<PAGE> 22
COMPENSATION OF DIRECTORS
During 1995, the Company paid its Directors who are not officers,
employees, or otherwise retained by the Company an annual Director's fee of
$5,000, plus $1,000 for each attended meeting of the Board ($250 for each
telephonic meeting) and $500 for each Compensation, Stock Option and Audit
Committee meeting. The Chairman of the Audit Committee received an additional
$2,000 of compensation. The Company reimburses its Directors for expenses
incurred in attending meetings.
During 1995, Paul A. Bailly, Leland O. Erdahl, George W. Holbrook,
Frank M. Monninger, William C. Parks and Christopher M. T. Thompson were each
granted options to purchase 10,000 shares of common stock under the Company's
Non- Qualified Stock Option Plan. The options were granted at an exercise
price of $2.06 per share, the closing market price of the Company's common
stock on the date of the grant. The options are exercisable as of May 17, 1996
and expire on May 16, 2000.
CHANGE OF CONTROL ARRANGEMENT
The Company has entered into employment agreements with certain
executive employees, including Messrs. De Voto, Huber, Walker, Danio, Phillips
and Young which are only effective in the event of a "change in control of the
Company", as defined in the employment agreements. Upon the occurrence of such
a change in control, the Company has agreed to continue the executives'
employment and the executives have agreed to remain in the Company's employ for
a period ranging from six to twenty-four months after such change in control
(the "Employment Period"). During the Employment Period, the executive shall
receive an annual base salary at least equal to twelve times the highest
monthly base salary paid to the executive by the Company during the
twelve-month period immediately preceding the month in which the change of
control occurs. Further, under the agreement, the executive may terminate the
employment agreement for "good reason". If terminated for good reason, the
executive is entitled to receive any accrued obligations to such executive plus
the executive's salary payable for the remainder of the Employment Period.
"Good reason" is defined in the agreement to include: (i) a significant
diminution of the executive's duties, (ii) a failure of the Company to pay
salary and other amounts due under the agreement, (iii) requiring the executive
to move beyond a 20 mile radius of the Company's principal office, (iv) an
unauthorized termination of the executive, or (v) failure of the Company to
require any successor company to honor the provisions of the employment
agreement.
19
<PAGE> 23
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board has appointed Coopers & Lybrand L.L.P. to audit the
Company's financial statements prepared in connection with the submittal of the
Company's Report on Form 10-K for the fiscal year ending December 31, 1996.
The Board recommends that the shareholders ratify that appointment. Coopers &
Lybrand L.L.P. has audited the Company's financial statements since inception.
THE SHARES OF COMMON STOCK REPRESENTED BY THE PROXIES IN THE
ACCOMPANYING FORM WILL BE VOTED "FOR" THE RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS UNLESS A CONTRARY DIRECTION IS INDICATED.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company has requested representatives of Coopers & Lybrand L.L.P.
to be present at the Meeting, will make available to such representatives an
opportunity to make a statement if they so desire, and expects them to be
available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals by shareholders of the Company to be presented at the 1997
Annual Meeting of Shareholders must be received by the Company no later than
February 5, 1997 to be included in the Company's Proxy Statement and proxy for
that meeting. The proponent must be a record or beneficial owner entitled to
vote on his or her proposal at the next Annual Meeting and must continue to own
such security entitling him or her to vote through that date on which such
meeting is held. The proponent must own 1% or more of the outstanding shares
or $1,000.00 in value of the Company's Common Stock and must have owned such
shares for one year in order to present a shareholder proposal to the Company.
ANNUAL REPORT
The Annual Report to Shareholders concerning the operation of the
Company during the fiscal year ended December 31, 1995, including certified
financial statements for the year then ended, has been enclosed with this Proxy
Statement. The Annual Report is not incorporated in this Proxy Statement and
is not to be considered a part of the soliciting material.
OTHER MATTERS
The Board knows of no other special business to be presented at the
Meeting. If other matters properly come before the Meeting, the persons named
in the accompanying form of proxy intend to vote on such other matters in
accordance with their best judgement.
20
<PAGE> 24
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
UPON A WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
1995, TO EACH SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER WHO OWNED COMMON
STOCK OF THE COMPANY LISTED IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE
CLOSE OF BUSINESS ON APRIL 8, 1996. ANY REQUEST BY A SHAREHOLDER FOR THE
COMPANY'S ANNUAL REPORT ON FORM 10-K SHOULD BE MAILED TO THE COMPANY'S
SECRETARY, C/O CANYON RESOURCES CORPORATION, 14142 DENVER WEST PARKWAY, SUITE
250, GOLDEN, COLORADO 80401.
By Order of the Board of Directors
George S. Young
May 3, 1996 Vice President - Law
21
<PAGE> 25
(Front)
PROXY CANYON RESOURCES CORPORATION PROXY
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
The undersigned holder of Common Stock acknowledges receipt of Notice of an
Annual Meeting of Shareholders of Canyon Resources Corporation, hereby appoints
Richard H. De Voto and Gary C. Huber, or either of them, as Proxies, each with
the power to appoint a substitute, and hereby authorizes them to represent and
to vote, as designated below, all shares of Common Stock of Canyon Resources
Corporation held of record by the undersigned on April 8, 1996, at the Annual
Meeting of Shareholders to be held on June 5, 1996, or at any adjournment
thereof, with respect to the following:
1. ELECTION OF DIRECTORS - Nominees:
William W. Walker William C. Parks Christopher M.T. Thompson
[ ] FOR all nominees (except as specifically listed below) [ ] WITHHOLD
AUTHORITY to vote for all nominees
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below. IF AUTHORITY IS NOT EXPRESSLY
WITHHELD, IT SHALL BE DEEMED GRANTED.
- --------------------------------------------------------------------------------
(Back)
2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy is solicited on behalf of the Board of Directors and may be revoked
prior to its exercise. This Proxy, when properly executed, will be voted as
directed above by the undersigned shareholders. If no direction is made, it
will be voted FOR the nominees named in Item 1, and FOR the Ratification of the
appointment of the independent public accountants in Item 2, and in the
Proxies' discretion on such other business as may properly come before the
Meeting.
Date: __________________________________________________________
________________________________________________________________
Signature
________________________________________________________________
Signature if held jointly
(Please sign EXACTLY as your name appears on your stock certificate(s). If
more than one name appears because of joint ownership, all joint owners
should sign.)
