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As filed with the Securities and Exchange Commission on December 9, 1997
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CANYON RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 14142 DENVER WEST PARKWAY, SUITE 250 84-0800747
(State or other jurisdiction of GOLDEN, COLORADO 80401 (I.R.S. Employer
incorporation or organization) (303) 278-8464 Identification Number)
(Address, including zip code, and
telephone number, including area code,
of Registrant's principal executive office)
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SCOTT M. REED
PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.
1801 CALIFORNIA STREET, SUITE 3600
DENVER, COLORADO 80202
(303) 292-6400
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate
Titles of securities Amount to be price per offering Amount of
to be registered registered share price registration fee
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Common Stock, $.01 50,000 Shares $1.06(1) $53,000.00 $16.06
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(1) Pursuant to Rule 457(c), the proposed maximum offering price per share
is the average of the high and low prices as quoted on The American
Stock Exchange on December 4, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 9, 1997
PROSPECTUS
CANYON RESOURCES CORPORATION
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50,000 SHARES OF
COMMON STOCK
This Prospectus covers 50,000 shares (the "Shares") of the Common
stock, $.01 par value ("Common Stock"), of Canyon Resources Corporation
("Canyon" or the "Company") which are being offered by a Selling Shareholder
through brokers' and dealers' transactions, not involving any underwriter. The
Company will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholder. (See "Selling Shareholder".)
Brokers or dealers through whom the Shares are sold may receive
compensation in the form of commissions from the Selling Shareholder and/or the
purchasers of the Shares for whom they act as agent. (See "Plan of
Distribution".)
The Company's Common Stock is traded in the over-the-counter market
and is quoted on The American Stock Exchange under the symbol "CAU." On
December 4, 1997, the closing price of the Common Stock on The American Stock
Exchange was $1.06.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
FOR A DISCUSSION OF CERTAIN MATTERS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE SECURITIES, SEE "PRINCIPAL RISK FACTORS" ON PAGE 5.
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The date of this Prospectus is _____________, 1997.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy any security
other than the securities covered by this Prospectus, nor does it constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, and accordingly files reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements, and other information
filed with the Commission are available for inspection and copying at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at certain of
the Commission's regional offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604; and 7 World Trade
Center, New York, New York 10048, upon payment of the charges prescribed
therefor by the Commission. The Commission also maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, including the Company, that file electronically with the
Commission at http://www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement. Copies of the Registration Statement are
available from the Commission as set forth above.
The Common Stock of the Company is currently traded on The American
Stock Exchange ("AMEX"). Reports, proxy statements and other information filed
by the Company therewith can be inspected at The American Stock Exchange, 86
Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-14329) with
the Commission are incorporated herein by reference:
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1. Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
2. Quarterly Reports on Form 10-Q for the periods ended March 31,
1997, June 30, 1997 and September 30, 1997.
3. Current Reports on Form 8-K filed with the Commission on March
20, 1997, June 9, 1997 and September 25, 1997.
4. A description of the Company's Common Stock contained in the
Registration Statement on Form 8-A as declared effective by
the Securities and Exchange Commission on March 18, 1986.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents which
are not specifically incorporated by reference herein. Requests should be
directed to Canyon Resources Corporation, 14142 Denver West Parkway, Suite 250,
Golden, CO 80401, Attention: Investor Relations (telephone 303-278-8464).
CANYON RESOURCES CORPORATION
Canyon Resources Corporation, a Delaware corporation (the "Company" or
"Canyon"), is a Colorado-based company which was organized in 1979 to explore,
acquire, develop, and produce mineral properties. The Company, in doing
business, acts on its own behalf and through its subsidiaries. The Company is
involved in all phases of the mining business from early stage exploration,
exploration drilling, development drilling, feasibility studies and permitting,
through construction, operation and final closure of mining projects.
The Company has gold and industrial mineral production operations in
the Western United States. The Company also conducts mineral exploration
activities in the western United States. In the past two years, the Company
has commenced an exploration program in many areas of increasing
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interest throughout Latin America and Africa. The Company's exploration and
development efforts emphasize precious metals (gold and silver) and industrial
minerals.
Once acquired, mineral properties are evaluated by means of geologic
mapping, rock sampling, and geochemical analyses. Properties having favorable
geologic conditions and anomalous geochemical results usually warrant further
exploration by the Company. In almost all cases, exploration or development
drilling is required to further test the mineral potential of each property.
If a property has been adequately evaluated and does not warrant additional
work, the property is marketed to another company or abandoned.
Properties which have a demonstrated inventory of mineralized rock of
a potentially economic nature are further evaluated by conducting various
studies including calculation of tonnage and grade, metallurgical testing,
development of a mine plan, environmental baseline studies and economic
feasibility studies. If economics of a project are favorable, a plan of
operations is developed and submitted to the required governmental agencies for
review. Depending on the magnitude of the proposed project and its
environmental impact, an environmental analysis report or environmental impact
statement may be required prior to issuance of permits for the construction of
a mining operation.
The Company conducts a portion of its mineral exploration and
development through joint ventures with other companies. The Company is
continually evaluating its properties and other properties which are available
for acquisition, and will acquire, joint venture, market to other companies, or
abandon properties in the ordinary course of business.
The Company completed its initial public offering of securities in
1986. From 1986, when the Company became a reporting company, to August 16,
1996, the Company's securities were quoted on the Nasdaq Stock Market. Since
August 19, 1996, the Company's common stock has been traded on the American
Stock Exchange ("AMEX").
The Company's principal executive office is located at 14142 Denver
West Parkway, Suite 250, Golden, Colorado 80401, telephone (303) 278-8464. The
Company, in doing business, acts on its own behalf and through its
subsidiaries. The "Company" or "Canyon" is also used to refer to all of the
wholly owned subsidiaries of Canyon Resources Corporation.
FORWARD-LOOKING STATEMENTS
Certain information contained in this Prospectus and the documents
incorporated by reference herein constitute "Forward- looking Statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "anticipate,"
"estimate" or "continue" or the negatives thereof or other variations thereon
or comparable terminology. The statements in "Principal Risk Factors" and
"Recent Developments" on pages 5 through 17 of this Prospectus constitute
cautionary statements identifying important factors, including certain risks
and uncertainties, with respect to such
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statements that could cause the actual results, performance or achievements of
the Company to differ materially from those reflected in such forward-looking
statements. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date of such statements.
PRINCIPAL RISK FACTORS
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK FOR THE
INVESTOR. EACH POTENTIAL INVESTOR SHOULD CONSIDER CAREFULLY, AMONG OTHER
THINGS, THE FOLLOWING RISK FACTORS THAT MAKE THE SHARES OFFERED HEREBY A
SPECULATIVE INVESTMENT.
GENERAL RISKS RELATED TO THE MINING INDUSTRY
Nature of Mineral Exploration and Production. Exploration for
minerals is highly speculative and involves greater risks than many other
businesses. Many exploration programs do not result in the discovery of
mineralization and any mineralization discovered may not be of sufficient
quantity or quality to be profitably mined. Uncertainties as to the
metallurgical amenability of any minerals discovered may not warrant the mining
of these minerals on the basis of available technology. The Company's
operations are subject to all of the operating hazards and risks normally
incident to exploring for and developing mineral properties, such as
encountering unusual or unexpected formations, environmental pollution,
personal injury and flooding. All of these factors may result in losses in
relation to amounts spent which are not recoverable. The Company has
experienced losses of this type from time to time.
Competition and Scarcity of Mineral Lands. Many companies and
individuals are engaged in the mining business, including large, established
mining companies with substantial capabilities and long earnings records.
There is a limited supply of desirable mineral lands available for claim
staking, lease or other acquisition in the United States and other areas where
the Company contemplates conducting exploration activities. The Company may be
at a competitive disadvantage in acquiring mining properties since it must
compete with these individuals and companies, many of which have greater
financial resources and larger technical staffs than the Company. From time to
time, specific properties or areas which would otherwise be attractive to the
Company for exploration or acquisition are unavailable due to their previous
acquisition by other companies.
Fluctuation in the Price of Minerals. The market price of minerals is
extremely volatile and beyond the control of the Company. Currently the price
of gold is at a 12 year low. Gold prices are generally influenced by basic
supply/demand fundamentals. The market dynamics of supply/demand can be
heavily influenced by economic policy, i.e., central banks sales/purchases,
political unrest, conflicts between nations, and general perceptions about
inflation. Fluctuating metal prices may have a significant impact on the
Company's results of operations and operating cash flow. Furthermore, with a
sustained drop in the price of a mineral, the value of the Company's properties
which are being explored or developed for that mineral could also drop and the
Company might not be able to recover its investment in those properties and
could incur a write-off of those assets. The decision to put a
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mine into production, and the commitment of the funds necessary for that
purpose, must be made long before the first revenues from production will be
received. During the last five years, the average annual market price of gold
has fluctuated between $326 per ounce and $415 per ounce. Price fluctuations
between the time that such a decision is made and the commencement of
production can change completely the economics of the mine. Although it is
possible to protect against price fluctuations by hedging in certain
circumstances, the volatility of mineral prices represents a substantial risk
in the mining industry generally which no amount of planning or technical
expertise can eliminate. The Company's practice has generally been to sell its
minerals at spot prices, unless price hedging was required in connection with
securing loan facilities.
Gold Prices over the Last Five Years. Gold prices tend to
fluctuate significantly. The following table shows the COMEX Gold month-end
closing price for the last five years and eleven months:
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Comex Gold Month-End Closing Price
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Year Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sept. Oct. Nov. Dec.
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1992 $368 $363 $352 $344 $342 $348 $361 $345 $349 $340 $334 $332
1993 $336 $334 $344 $361 $384 $383 $411 $376 $357 $370 $370 $387
1994 $392 $392 $402 $386 $396 $394 $389 $391 $398 $385 $381 $384
1995 $393 $392 $405 $399 $394 $392 $388 $387 $386 $384 $387 $387
1996 $406 $400 $396 $392 $391 $380 $388 $387 $378 $378 $373 $368
1997 $345 $365 $351 $340 $345 $334 $324 $325 $334 $311 $297 -----
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Environmental Controls. Compliance with environmental quality
requirements and reclamation laws imposed by federal, state, and local
governmental authorities may necessitate significant capital outlays, may
materially affect the economics of a given property, or may cause material
changes or delays in the Company's intended activities. New or different
environmental standards imposed by any governmental authority in the future may
adversely affect the Company's activities. The Company experienced significant
delays and incurred costs over those originally anticipated in connection with
the environmental review and permitting process for the Briggs Mine. At the
Briggs Project, the Company originally estimated a permitting time of 24 months
and a cost for permitting of $2 million. However, the actual permitting time
stretched to 33 months, and costs increased to $4 million. In California, both
the federal government and the state government require environmental review
documents -- an environmental impact statement ("EIS") under federal law and an
environmental impact report ("EIR") under state law. The United States
Department of Interior Bureau of Land Management ("BLM") and Inyo County became
the lead agencies for the federal and the state permitting processes,
respectively. Notwithstanding the fact that a Memorandum of Understanding was
signed during the first few months of the process between the BLM and Inyo
County, under which the BLM and Inyo County cooperated as co-lead agencies in
the preparation of one environmental review document to satisfy both federal
and state requirements (an EIS/EIR), significant additional time and numerous
administrative drafts of the EIS/EIR were required during the process to
harmonize and satisfy the needs and requirements of both the BLM and Inyo
County. Costs increased due to the significant additional expense of the
numerous administrative drafts which were required to be completed, due to
other additional costs which were incurred in satisfying both
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agencies, and due to additional fixed and other costs as a result of the
extended period of time required to complete the permitting process.
The Kendall Mine operates under permits issued by the Montana
Department of environmental Quality (DEQ) and other regulatory agencies. The
DEQ also requires that the Company maintain a $1.9 million reclamation bond.
Reclamation has been ongoing throughout the life of the operation and
reclamation costs to September 30, 1997 total $3.8 million. The Company's
estimate of total costs to achieve mine closure is $5.6 million.
Uncertainty of Title. Most of the Company's mining properties are
unpatented mining claims to which the Company has only possessory title.
Because title to unpatented mining claims is subject to inherent uncertainties,
it is difficult to determine conclusively ownership of such claims. In
addition, in order to retain title to an unpatented mining claim, a claim
holder must have met annual assessment work requirements ($100 per claim)
through September 1, 1992 and must have complied with stringent state and
federal regulations pertaining to the filing of assessment work affidavits.
Moreover, after September 1, 1992, the right to locate or maintain a claim
generally is conditional upon payment to the United States of a rental fee of
$100 per claim per year for each assessment year instead of performing
assessment work. State law may, in some instances, still require performance
of assessment work.
The present status of the Company's properties as unpatented mining
claims located on public lands of the U.S. allows the claimant the exclusive
right to mine and remove valuable minerals, such as precious and base metals
and industrial minerals, found therein, and also to use the surface of the land
solely for purposes related to mining and processing the mineral-bearing ores.
However, legal ownership of the land remains with the U.S. Accordingly, with an
unpatented claim, the U.S. retains many of the incidents of ownership of land,
the U.S. regulates use of the surface, and the Company remains at risk that the
claims may be forfeited either to the U.S. or to rival private claimants due to
failure to comply with statutory requirements as to location and maintenance of
the claims. If there exists a valuable deposit of locatable minerals (which is
the requirement for the unpatented claim to be valid in the first place), and
provided certain levels of work and improvements have been performed on an
unpatented mining claim, the Mining Law of 1872 authorizes claimants to then
seek to purchase the full title to the claim, thereby causing the claim to
become the private property of the claimant. Such full ownership expands the
claimant's permissible uses of the property (to any use authorized for private
property) and eliminates the need to comply with maintenance and reporting
requirements necessary to protect rights in an unpatented claim.
Because the Company believes that it has established the existence of
valuable mineral deposits in certain of its properties, and has maintained and
improved the claims in the manner required by law, it has sought to enhance its
rights in those properties by seeking issuance of mineral patents. In July of
1992, the Company caused four applications for mineral patent for the 20 lode
mining claims comprising the then-known ore reserves at the Briggs property to
be filed with the Bureau of Land Management ("BLM"). However, due to
administrative backlogs in the California State Office of the BLM, processing
of those applications has not proceeded. On December 30, 1993, the Company
caused five applications for mineral patent for the 15 placer mining claims
which
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encompass known ore reserves on public lands for the diatomite operations
conducted by the Company's subsidiary, CR Minerals, to be filed with the Nevada
State Office of the BLM. Those applications have been processed to the point
where the purchase price for the claims has been accepted.
On October 1, 1994, while the patent applications were pending,
Congress imposed a moratorium on accepting and processing mineral patent
applications within the Department of the Interior. Under the terms of the
continuing statutory moratorium (as interpreted by the Secretary of the
Interior), and solely as a result of the actions or inactions of the respective
state offices prior to the time the moratorium became effective, the Secretary
considers the California applications not to be exempt from the moratorium, and
therefore will not allow them to be processed while the moratorium remains in
effect, but the Nevada applications are considered exempt and should be
adjudicated. The Company instituted litigation in the U.S. District Court for
the District of Nevada to attempt to force the Secretary to construe all of the
applications as exempt from the moratorium and to diligently process all of
them, either by granting patents or by contesting the claims. However, the
Court has declined to compel the Secretary to expedite processing of the
applications. The Court's decision does not determine the validity of the
claims, nor does it directly affect the Company's basic ability to conduct
mining operations on the claims.
The Company has no reason to believe that grounds exist for denial of
any of the patents when and if they are ultimately adjudicated. However, there
can be no assurance that such patents will be granted.
Proposed Legislation Affecting the Mining Industry. During the last
several Congressional sessions, bills have been repeatedly introduced in the
U.S. Congress that would supplant or radically alter the provisions of the
General Mining Law of 1872. As of September 30, 1997, no such bills had been
passed. If enacted, such legislation could substantially increase the cost of
holding unpatented mining claims and could impair the ability of the Company to
develop mineral resources on unpatented mining claims.
Recently, the Secretary of the Interior directed the Bureau of Land
Management to form a task force to prepare and publish for public comment
revisions to the hardrock mining surface management regulations implemented in
1981. The Secretary suggested the revised regulations address, for example,
implementation of a technology based standard in hardrock mining, development
of performance standards for hardrock mining and reclamation, increased
regulation of operations of less than five acres, and increased coordination
with state regulators. As of November 30, 1997, no such regulations had been
proposed or promulgated. If promulgated, such regulations could impair the
ability of the Company to economically develop mineral resources on federal
lands.
The extent of the changes, if any, which may be made by Congress to
the General Mining Law or by the Bureau of Land Management to the surface
mining regulations is not currently known and the potential impact on the
Company as a result of future Congressional action is not currently
determinable.
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SPECIFIC RISKS RELATED TO THE COMPANY
Permitting Risks at the McDonald Facilities. Mining activity in the
United States is subject to the granting of numerous permits under applicable
Federal and State statutes, including, but not limited to, the National
Environmental Policy Act, the Clean Water Act, the Clean Air Act, and the
Montana Environmental Policy Act. It is not legal to engage in mining activity
without securing the permits required by these and other statutes. The Company
anticipates that agency decisions on the granting of numerous permits necessary
under applicable federal and state statutes for the initiation of gold
production at the McDonald Project will be forthcoming by the first quarter of
1999. No assurance, however, can be given that necessary permits will be
issued, or if issued, when such issuance will occur.
Major permits include the Operating Permit from the Montana Department
of Environmental Quality (DEQ), the Operating Plan from the Montana Department
of Natural Resources and Conservation (DNRC), the Air Quality Permit (DEQ), the
Montana Pollutant Discharge Elimination System Permit (DEQ), a Non-Degradation
Authorization (DEQ), a Stormwater Discharge Permit (DEQ), a Water Rights Permit
(DNRC), a Section 404 Dredge and Fill Permit from the U.S. Army Corps of
Engineers (COE), and a Fiscal Impact Plan which must be approved by the Montana
Hard Rock Impact Board and numerous local government units.
An Environmental Impact Statement (EIS) is currently being prepared by
three co-lead agencies, DEQ, DNRC, and COE. This EIS will be used to support
all of the major permit decisions. In April 1996, certain environmental groups
brought an action against the DEQ challenging its determination in March of
1996 that the permit application for the McDonald Project was complete. This
action has been dismissed and is not reviewable by the courts.
Life of the Kendall Mine. From 1990 to 1995 the Company's principal
revenue and income producing asset was the Kendall Mine, located near
Lewistown, Montana. The Kendall Mine has produced over 300,000 ounces of gold.
Mining activity at the Kendall Mine ceased in January, 1995, and leaching of
the remaining gold in the heap leach pads continued through 1996. As of
January 1, 1997, no economically recoverable gold remained in the two leach
pads. Thus, the ability of the Company to generate increased revenues or
earnings is dependent on its ability to bring into production additional
facilities, such as the Briggs Mine.
Uncertainty of Funding for Exploration. Prior to 1986, the Company
funded its exploration and acquisition activities through joint venture
arrangements, which minimized the cost of such activities to the Company and
allowed it to explore and acquire a greater number of properties than it would
otherwise have been able to explore or acquire on its own. Since 1986, the
Company has funded a portion of its exploration activities without joint
venture participation, resulting in increased costs to the Company. The
Company has been successful in raising such funds for its exploration
activities. Additional funding from existing partners or third parties,
however, may be necessary to conduct detailed and thorough evaluations of, and
to develop certain properties. The Company's ability to obtain this financing
will depend upon, among other things, the price of gold and the
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industry's perception of its future price. Therefore, availability of funding
is dependent largely upon factors outside of the Company's control, and cannot
be accurately predicted. The Company does not know from what sources it will
derive any required funding. If the Company is not able to raise additional
funds (as to which there can be no assurance), it will not be able to fund
certain exploration activities on its own.
Uncertainty of Funding for Production. The Company believes that its
producing properties have been adequately financed for current and ongoing
production. If the Company's continuing exploration and/or development
activities indicate economically minable ore on other properties now owned or
hereafter acquired, the Company will be required to expend potentially large
sums to put such properties into production. The amount of such financing
could be reduced if the Company sells assets or enters into joint ventures on
one or more of its properties. The Company will need to seek additional
funding for the Seven-Up Pete/McDonald project. There can be no assurance that
additional funding would be available to meet the Company's needs for this
project. It is estimated that the initial capital costs for the McDonald
Project would be approximately $200 million. However, the Company believes
that project financing on reasonable terms could be obtained for the McDonald
Project for at least 70% or more of the initial capital cost requirements.
However, such funding would not occur until after completion of the permitting
process and the then current price of gold will significantly influence the
funding terms. The total amounts spent to date on the McDonald Project are in
excess of $36.1 million, of which the Company expended approximately $10
million. (See "Recent Developments - Seven-Up/McDonald Project".)
Uncertainty of Development and Operating Property Economics and Ore
Grades at Development Properties. Decisions as to whether any of the mineral
development properties which the Company now holds or which it may acquire in
the future contain commercially minable deposits, and whether such properties
should therefore be brought into production, depend upon the results of
exploration programs and/or feasibility analyses and the recommendations of
duly qualified engineers or geologists. Such decisions involve consideration
and evaluation of several significant factors, including, but not limited to,
the (a) costs of bringing a property into production, including exploration and
development work, preparation of production feasibility studies and
construction of production facilities, (b) availability and costs of financing,
(c) ongoing costs of production, (d) market prices for the mineral to be
produced, and (e) the amount and grades of reserves or mineralized material.
There can be no assurance that any of the development properties now held by
the Company, or which may be acquired by the Company, contains a commercially
minable mineral deposit, and therefore no assurance that the Company will ever
generate a positive cash flow from production operations on such properties.
The potential development properties and the properties under construction on
which minable reserves have been defined include the Seven-Up Pete/McDonald
deposits in Montana and the Briggs Project in California. There can be no
assurance that these development properties can attain profitable operations.
Both the Briggs and McDonald Projects have predicted average gold grades (.030
and .034 ounces per ton, respectively) less than the average grade produced
during mining operations at the Kendall Mine since 1990 of .051 ounces per ton.
In addition, once a property is placed into production, risks still exist that
the amount and grade of its reserves will not actually be as predicted. To the
extent that lower amounts and/or grades of reserves are experienced, costs per
unit produced and profitability can be adversely affected.
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<PAGE> 12
Depending upon the extent of such an effect in any of the Company's properties,
the Company could incur a writedown on its investment in any such property.
No Dividends. For the foreseeable future, it is anticipated that the
Company will use any earnings to finance its growth and that dividends will not
be paid to shareholders. Further, pursuant to the Guarantee, Equity
Contribution and Pledge Agreement dated as of December 6, 1995 ("Guarantee
Agreement") executed by the Company in favor of its wholly owned subsidiary, CR
Briggs Corporation, in connection with the Loan Agreement of the same date
("Loan Agreement") for the Briggs Project with Banque Paribas and others, the
Company has agreed to maintain certain levels of working capital, tangible net
worth, and leverage ratios and make equity contributions under certain
circumstances which could restrict the payment of dividends where such payment
would result in a failure to maintain such levels or make such contributions.
See Items 5 and 7 and Notes 6 and 7 to the Financial Statements in the
Company's Report on Form 10-K for the period ending December 31, 1996 filed
with the Securities and Exchange Commission. In particular, the Company, at
any time during the term of the Guarantee Agreement, must maintain a tangible
net worth of not less than $38 million; a working capital ratio of the
aggregate current assets to aggregate current liabilities of the Company and
its subsidiaries of at least 1.75 to 1.0; and must maintain a leverage ratio,
defined as the ratio of total liabilities to tangible net worth, of at least
1.22 to 1. Similarly, CR Briggs Corporation is prohibited from repaying the
Company for advances or from paying dividends to the Company from the Briggs
Project revenues unless certain conditions relating to the financial
performance of the Briggs Project are met. These conditions and the financial
performance are referred to in Notes 6 and 7 to the Financial Statements
included in the Company's Report on Form 10-K for the period ending December
31, 1996 filed with the Securities and Exchange Commission. In addition to
those conditions specifically discussed in Notes 6 and 7, CR Briggs Corporation
must maintain a future debt cover ratio, defined as the net present value of
the future cash flow for the Briggs Project to the aggregate outstanding
principal amount of loans remaining to be paid on any given date, of at least
1.5 to 1 in order to be able to make any dividend or other payment to the
Company from the proceeds of the Briggs Project. The Briggs Mine is also
required to meet certain production and economic parameters over a 120 day
testing period (completion testing) as measured against the project's original
feasibility study. Formal completion testing was initiated February 1, 1997
and concluded June 1, 1997. Many items have been satisfied, however, certain
items, principally relating to the crushing plant, were not. The lenders have
granted an extension to June 1, 1998 to satisfy the completion test
requirements and the Company anticipates it will achieve project completion by
that date.
Lack of Profitability. The Company's operating history has resulted
in losses from operations in the fiscal years ending December 31, 1994, 1995
and 1996 and the first three fiscal quarters of 1997. While certain of the
Company's operations may be profitable during a given fiscal year, the
Company's operations as a whole may be unprofitable due to exploration and
development costs on properties from which no revenue is derived, to continuing
corporate general and administrative costs and to interest expense associated
with long term debt.
Change in Control Provisions. Effective June 15, 1989, the Company's
shareholders adopted certain measures designed to make it more difficult and
time-consuming to change majority control
11
<PAGE> 13
of the Company's Board of Directors and to reduce the vulnerability of the
Company to an unsolicited offer to take over the Company, particularly an offer
which does not contemplate the acquisition of all the Company's outstanding
shares or which does contemplate the restructuring or sale of all or part of
the Company. These measures included (i) classification of the Board of
Directors into three classes, each class to serve for three years, (ii) a
provision that the Company's directors may be removed only for cause and only
with the approval of the holders of at least 66-2/3% of the voting power of the
Company entitled to vote for the election of directors, (iii) a provision that
any vacancy on the Board may be filled by the remaining directors then in
office, though less than a quorum, and (iv) a provision requiring a 66-2/3%
shareholder vote to amend or repeal, or to adopt any provision inconsistent
with the foregoing measures. The foregoing measures may have certain negative
consequences, including an affect on the ability of shareholders of the Company
or other individuals to (i) change the composition of the incumbent board of
directors; (ii) benefit from certain transactions which are opposed by the
incumbent board of directors; (iii) make a tender offer or otherwise attempt to
gain control of the Company, even if such attempt was beneficial to the Company
and its shareholders. Since such measures may also discourage accumulations of
large blocks of the Company's stock by purchasers whose objective is to have
such stock repurchased by the Company at a premium, they could tend to reduce
the temporary fluctuations in the market price of the Company's stock which are
caused by such accumulations. Accordingly, shareholders may be deprived of
certain opportunities to sell their stock at a temporarily higher market price.
The provisions relating to the removal of directors and the filling of
vacancies will reduce the power of shareholders, even those with a majority
interest in the Company, to remove incumbent directors and to fill vacancies on
the board of directors.
Rights Agreement. On March 20, 1997, the Board of Directors of Canyon
declared a dividend distribution of one right (a "Right") for each outstanding
share of the Company's Common Stock to shareholders of record at the close of
business on April 15, 1997. Each Right, when exercisable, generally entitles
the registered holder to purchase from the Company one share of the Company's
Common Stock, at a purchase price of $15.00 per share, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and American Securities Transfer &
Trust, Inc., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons other than the Company, its subsidiaries or any person
receiving newly-issued shares of Common Stock directly from the Company or
indirectly via an underwriter in connection with a public offering by the
Company (an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20% or more of such outstanding shares of Common
Stock. The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 20, 2007, unless earlier redeemed or
exchanged by the Company as described in the Rights Agreement.
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<PAGE> 14
If any person becomes an Acquiring Person other than pursuant to a
Qualifying Offer (as defined below), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. The Rights Agreement
contains an exemption for any issuance of Common Stock by the Company directly
to any person (for example, in a private placement or an acquisition by the
Company in which Common Stock is used as consideration) or indirectly via an
underwriter in connection with a public offering by the Company, even if that
person would become the beneficial owner of 20% or more of the Common Stock,
provided that such person does not acquire any additional shares of Common
Stock. Notwithstanding any of the foregoing, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are not
exercisable in any event until such time as the Rights are no longer redeemable
by the Company as set forth below.
A "Qualifying Offer" means a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms determined by at
least a majority of the Continuing Directors (as defined below) who are not
officers or employees of the Company and who are not related (as specified in
the Rights Agreement) to the Person making such offer, to be fair to and in the
best interests of the Company and its shareholders.
If at any time following the Stock Acquisition Date (i) the Company
is acquired in a merger or other business combination transaction in which the
Common Stock is changed or exchanged or in which the Company is not the
surviving corporation (other than a merger that follows a Qualifying Offer and
satisfies certain other requirements), or (ii) 50% or more of the Company's
assets or earning power is sold or transferred, each holder of a Right (except
Rights that have been previously voided as set forth above) shall thereafter
have the right to receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the Right. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash, Common Stock or other consideration deemed appropriate
by the Board of Directors). Under certain circumstances set forth in the
Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors. Immediately upon the action of the Board
of Directors ordering redemption of the Rights or at such other time as may be
specified by the Board when it orders redemption, with, where required, the
concurrence of the Continuing Directors, the Rights will terminate and the only
right of the holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the Stock
Acquisition Date, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
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<PAGE> 15
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive a corporation's Board of Directors and its
shareholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 20%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all shareholders equally. The Board believes that
these tactics unfairly pressure shareholders, squeeze them out of their
investment without giving them any real choice, and deprive them of the full
value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Qualifying
Offer, as described above. The Rights may be redeemed by the Company at $.01
per Right within ten days (or such later date as may be determined by a
majority of the Continuing Directors) after the accumulation of 20% or more of
the Company's shares by a single acquiror or group. Accordingly, the Rights
should not preclude any merger or business combination approved by the Board of
Directors.
The Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights will cause substantial dilution to a person or group
that attempts to acquire the Company on terms or in a manner not approved by
the Company's Board of Directors, except pursuant to an offer conditioned upon
the negation, purchase or redemption of the Rights.
Volatility of Price for Common Stock. The market price for shares of
the Company's Common Stock may be highly volatile depending on news
announcements or changes in general market conditions. In recent months the
stock market has experienced extreme price and volume fluctuations.
RECENT DEVELOPMENTS
Seven-Up/McDonald Project. On September 25, 1997, the Company,
together with its wholly owned subsidiary CR Montana Corporation ("CR
Montana"), purchased a 72.25% participating interest and underlying assets in
the Seven-Up Pete Venture ("Venture") from CR Montana's partner in the Venture,
Phelps Dodge Corporation ("Phelps Dodge"). The Company and its wholly owned
subsidiary now own 100% of the Venture. The Venture includes the McDonald Gold
Project near Lincoln, Montana, which is currently in the permitting stage.
The Company has made an initial payment of $5 million from its
existing cash balance as part of a total purchase price which will be no less
than $100 million and no more than $150 million, assuming all applicable
permits for the McDonald Gold Project are obtained. At present, the Company is
pursuing various options with respect to the remaining purchase price
obligation which may include, among others, sale of equity, mergers, or joint
venture participation. There can be no assurance, however, that any of these
financing efforts will be successful.
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<PAGE> 16
A discretionary payment of $20 million can be made to Phelps Dodge
toward the balance of the total purchase price for the interest in the Venture.
Subject to the Company making the discretionary payment within one year of the
closing, a further payment of at least $75 million but no more than $125
million will be made once all permits for the McDonald Gold Project have been
obtained or construction is underway, based on a price of $20 per mineable
reserve ounce attributable to the former Phelps Dodge ownership as determined
by a final feasibility study. Should the Company not make the discretionary
payment and permits are obtained or construction commences on or before the
second anniversary of the closing, a further payment of at least $95 million
plus the product of $1,666,666 and the number of months between the first
anniversary date of the closing and the month in which permits are obtained or
construction commences but no more than $145 million will instead be made,
based on a price of $20 per mineable reserve ounce attributable to the former
Phelps Dodge ownership plus the product of $0.833 times the number of months
between the first anniversary date of the closing and the earlier to occur of
a) the month when the discretionary or other payments reach $20 million, and b)
the month in which permits are obtained or construction commences. Should the
Company not make the discretionary payment and permits are obtained or
construction commences after the second anniversary of the closing, a further
payment of at least $115 million but no more than $145 million will instead be
made, based on a price of $30 per mineable reserve ounce attributable to the
former Phelps Dodge ownership. If the aggregate payments have then not totaled
$150 million, a varying production payment will be made each quarter based on
72.25% of the ounces produced on a sliding scale commensurate with the then
gold price as follows: 1) $0 per ounce if the gold price is up to $350.00 per
ounce; 2) $3 per ounce if the gold price is greater than $350.00 but less than
or equal to $375.00 per ounce; 3) $5 per ounce if the gold price is greater
than $375.00 but less than or equal to $400.00 per ounce; 4) $7 per ounce if
the gold price is greater than $400.00 but less than or equal to $425.00 per
ounce; and 5) $10 per ounce if the gold price is greater than $425.00 per
ounce. Production payments will cease when the aggregate of all payments
reaches $150 million.
Due to the contingent nature of the transaction, the Company has
recorded only the initial payment of $5 million as additions to mining claims
and leases in their balance sheet at September 30, 1997.
The purchase payments are secured only by the 72.25% participating
interest and underlying assets in the Venture transferred from Phelps Dodge to
the Company and CR Montana in this transaction, and the 50% co-tenancy interest
in certain real property also transferred to the Company and CR Montana.
Cahuilla Property. In March 1997, Canyon entered into an agreement to
purchase the Cahuilla gold project, a gold- mineralized exploration property
located in Imperial County, California, from Kennecott Exploration Company
("Kennecott"). Pursuant to the agreement, the Company agreed to issue 100,000
shares of Common Stock to Kennecott upon execution of the purchase agreement
and another 100,000 shares within 18 months. In addition, upon mine
development, $10 per recoverable ounce of gold, not to exceed $20 million, as
determined by a feasibility study, would be payable in Common Stock at the then
share price.
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<PAGE> 17
Effective September 10, 1997, the Company and Kennecott entered into a
Mutual Release whereby each party agreed to release all of their respective
rights under the purchase agreement. The Company agreed that (i) it would not
acquire any interest in the Cahuilla Property for two years; and (ii) it would
pay Kennecott $116,000 and 50,000 shares of the Company's Common Stock upon
execution of the Mutual Release.
Briggs Mine. The Briggs Mine in southeastern California achieved
commercial production in March of 1997. For the period March 1997 through
September 1997, 43,638 ounces of gold were produced at cash operating costs
averaging $272 per ounce. Gold was sold during the period at an average price
of $397 per ounce. At September 30, 1997, the Company's hedge position
consisted of 215,503 ounces of forward contracts, gold loans and put options
which will be delivered at prices averaging $414 per ounce.
In December 1995, CR Briggs Corporation, a wholly-owned subsidiary of
Canyon, entered into a loan agreement for financing the Briggs Mine. The
project construction was completed in early 1997, and formal completion testing
was initiated February 1, 1997. The testing covered a period of 120 days
during which certain production and economic parameters were measured against
values contained in the project's original feasibility study. Final completion
tests have not yet been achieved. Many individual items have been satisfied,
however, certain items, principally relating to the crushing plant, will
require additional time to complete. Gold ore at the Briggs Mine undergoes
three stages of crushing. The Company is testing cone crushers to replace the
originally installed tertiary Vertical Shaft Impact crushers and initial
indications from these tests are favorable. Because some of these tests
involve leach characterization of a crushed product, the results from testing
can take more than 60 days to be received. The lenders have granted an
extension to June 1, 1998 to satisfy the completion test requirements and the
Company anticipates it will achieve project completion by that date.
In May 1997, the Company completed a drilling program which has
increased the mineable reserves at the Briggs Mine by 318,700 ounces,
representing a 49% increase of the initial 653,000-ounce Briggs reserve,
yielding a total mineable reserve at Briggs of 971,700 ounces of gold. The
reserves were increased by systematic drilling of the Goldtooth and North
Briggs targets, immediately to the south and north, respectively, of the Briggs
Mine. At North Briggs, 151 drillholes (48,640 feet) defined 3.6 million tons
of reserves, averaging 0.054 ounce of gold per ton and containing 193,000
ounces of gold, which can be mined with a 7.8:1 strip ratio. The North Briggs
reserves occur subparallel to the topography, along a low-angle detachment
fault, with increased thickness of mineralization eastward approaching the
high-angle regionally persistent Goldtooth fault. The gold mineralized
structure at North Briggs is still open to the northeast and east.
At Goldtooth, 132 drillholes (38,668 feet) have defined 2.9 million
tons of reserves, which average 0.043 ounce of gold per ton and contain 125,700
ounces of gold, which can be mined with a 5.4:1 strip ratio. The Goldtooth
reserves occur primarily in steeply dipping orientation within favorable rock
units adjacent to the Goldtooth fault.
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<PAGE> 18
Panamint Range Drilling. In May 1997, the Company completed
reconnaissance drilling of a few other gold targets in its 17,000-acre claim
block in the Panamint Range, which includes the Briggs Mine. The drilling
program discovered, in four holes, two mineralized horizons at the Pleasant
Canyon target which appear to extend from the surface to depths of at least 500
feet. The intercepts include 65 feet of 0.068 ounce of gold per ton in one
hole and 50 feet of 0.048 ounce of gold per ton in another hole. These early
drill results at the Pleasant Canyon target represent a new gold discovery that
the Company will assess further with much additional drilling.
Legal Proceedings. On November 13, 1995, an appellant group including
the Timbisha Shoshone Indian Tribe and Desert Citizens Against Pollution
(collectively, the "Appellants") filed a petition for Writ of Mandate and
complaint for injunctive relief in California Superior Court challenging the
approval of the Mine Reclamation Plan for the Briggs Mine. The Court denied
Appellants' request for a temporary restraining order and found in favor of the
Company on the motion for preliminary injunction and the Writ of Mandate.
Appellants have appealed the Superior Court ruling to the California Court of
Appeals.
On December 23, 1996, Appellants filed an administrative appeal with
the U.S. Department of the Interior challenging the approval of a Plan of
Operations for exploration within the Briggs claim block. This appeal has been
resolved in the Company's favor. This decision concludes the proceeding before
the Interior Department.
On February 13, 1997, Appellants filed a petition for Writ of Mandate
and complaint for injunctive relief in California Superior Court challenging
the approval of the Mine Reclamation Plan for exploration within the Briggs
claim block. The Court denied Appellants' request for temporary restraining
order and issued a decision in favor of the Company on the motion for
preliminary injunction and the Writ of Mandate.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby. See "Selling Shareholder."
SELLING SHAREHOLDER
The 50,000 Shares registered for sale hereunder consist of 50,000
shares issued to one Selling Shareholder in connection with a Mutual Release
agreement between the Selling Shareholder and the Company regarding the
cancellation of a Purchase Agreement between the parties. The Selling
Shareholder owns no other shares of the Company's Common Stock and intends to
offer for sale all of the Shares registered hereunder. See "RECENT
DEVELOPMENTS - Cahuilla Property" above.
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<PAGE> 19
PLAN OF DISTRIBUTION
The Selling Shareholder may, from time to time, offer the Shares
through dealers or brokers, who may receive compensation in the form of
commissions from the Selling Shareholder and/or the purchasers of the Shares
for whom they may act as agents. As of the date hereof, the Selling
Shareholder has not advised the Company that it has entered into any agreement
or understanding with any dealer or broker for the offer or sale of the Shares.
The Selling Shareholder may enter into such agreements or understandings in the
future. The Selling Shareholder may also offer some or all of the Shares
through market transactions on ("AMEX"), on which the Company's Common Stock is
traded. Sales of the Shares through brokers may be made by any method of
trading authorized by AMEX, including block trading in negotiated transactions.
Without limiting the foregoing, such brokers may act as dealers by purchasing
any or all of the Shares covered by the Prospectus. Sales of Shares are, in
general, expected to be made at the market price prevailing at the time of each
such sale; however, prices in negotiated transactions may differ considerably.
The Selling Shareholder has not advised the Company that it anticipates paying
any consideration, other than usual and customary broker's commissions, in
connection with sales of the Shares. The Selling Shareholder is acting
independently of the Company in making decisions with respect to the timing,
manner and size of each sale.
LEGAL MATTERS
Certain legal matters with respect to the legality of the securities
offered hereby and the organization and existence of the Company have been
passed upon for the Company by Parcel, Mauro, Hultin & Spaanstra, P.C., 1801
California Street, Suite 3600, Denver, Colorado 80202.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995 and
the consolidated statements of operations, changes in stockholders' equity, and
cash flows, for each of the three years in the period ended December 31, 1996,
incorporated by reference in this prospectus, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
which includes an explanatory paragraph regarding the Company's change in
accounting for impairments of long-lived assets in 1995, given on the authority
of that firm as experts in accounting and auditing.
The Engineering Report by Kvaerner Metals (formerly Davy
International) referred to in the Company's Annual Report on Form 10-K, which
is incorporated by reference in this Prospectus, has been included herein in
reliance on their report, given on the authority of that firm as experts in
mining engineering.
The "Fatal Flaw Review" and Executive Summary prepared by Roberts &
Schaefer Company for the Company's Feasibility Study at Briggs, referred to in
the Company's Annual Report on Form 10-K, which is incorporated by reference in
this Prospectus, has been included herein in reliance on their report, given on
the authority of that firm as experts in mining and processing engineering.
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<PAGE> 20
The "Fatal Flaw Review" of the ore reserves, mine plan, and mining
capital and operating costs prepared by Mine Reserves Associates, Inc. for the
Company's Feasibility Study at Briggs, referred to in the Company's Annual
Report on Form 10-K, which is incorporated by reference in this Prospectus, has
been included herein in reliance on their review, given on the authority of
that firm as experts in geology and reserves.
The review of the environmental and permitting aspects of the
Company's Feasibility Study at Briggs performed by Remy and Thomas, Attorneys
at Law, referred to in the Company's Annual Report on Form 10-K, which is
incorporated by reference in this Prospectus, has been included herein in
reliance on their review, given on the authority of that firm as experts in
California environmental law.
The additional opinion on the gold recovery at Briggs provided by
Chamberlin & Associates, as referred to in the Company's Annual Report on Form
10-K, which is incorporated by reference in this Prospectus, has been included
herein in reliance on their opinion, given on the authority of that firm as
experts in metallurgical engineering.
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<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by the Registrant
in connection with the sale and distribution of the securities being
registered. All of the amounts shown are estimated except for the Securities
and Exchange Commission registration fee.
<TABLE>
<S> <C>
SEC registration fee $ 16.06
Printing and mailing $1,000.00
expenses
Legal fees and $3,000.00
expenses
Accounting fees and $4,000.00
expenses
Total* $8,016.06
</TABLE>
*All amounts are estimated other than the SEC registration fee.
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides as
follows:
145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon
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<PAGE> 22
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
II-2
<PAGE> 23
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).
II-3
<PAGE> 24
Article VI of the Registrant's Bylaws provides as follows:
The corporation, to the fullest extent permitted by the General
Corporation Law of the State of Delaware and by the common law of the State of
Delaware, shall indemnify each person who is or was an officer, director or
employee of the corporation acting in his capacity as such and may indemnify
each person who is or was an agent of the corporation acting in his capacity as
such. The indemnification rights provided by this Article VI are deemed a
contract between the corporation and its officers, directors, and employees,
and any repeal or modification of those rights will not affect any right of
such persons to be indemnified against claims relating to events occurring
prior to such repeal or modification. To assure indemnification under this
Article VI of all such persons who are or were "fiduciaries" of an employee
benefit plan governed by the Act of Congress entitled "Employee Retirement
Income Security Act of 1974," as amended from time to time, Section 145 of said
statute shall, for the purposes hereof, be interpreted as follows: "other
enterprise" shall be deemed to include an employee benefit plan; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to said
Act of Congress shall be deemed "fines"; and action taken or omitted by a
person with respect to an employee benefit plan in the performance of such
person's duties for a purpose reasonably believed by such person to be in the
interest of the participants and beneficiaries of the plan shall be deemed to
be for a purpose which is not opposed to the best interests of the corporation.
Article TWELFTH of the Registrant's Certificate of Incorporation
provides as follows:
No director of the corporation shall be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) for paying dividends or approving a stock purchase or redemption
which is illegal or otherwise impermissible or prohibited under the Delaware
General Corporate Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The effect of the foregoing provisions is to permit, under certain
circumstances, indemnification of the Company's officers and directors for
civil and criminal liability, such as negligence, gross negligence, and breach
of duty, so long as such person acted in good faith in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and
which he reasonably believed to be lawful.
II-4
<PAGE> 25
Item 15. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1 Purchase Agreement dated September 25, 1997 between the Company, CR Montana Corporation, Phelps Dodge Corporation and
Phelps Dodge Mining Company (1)
3.1 Amended Certificate of Incorporation of the Company (2)
3.2 Bylaws of the Company, as amended (2)
4.1 Specimen Common Stock Certificate (3)
5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Shares.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Kvaerner Metals (formerly Davy International)
23.3* Consent of Roberts & Schaefer Company
23.4* Consent of Mine Reserves Associates, Inc.
23.5* Consent of Remy and Thomas
23.6* Consent of Chamberlin & Associates
23.7* Consent of Parcel, Mauro, Hultin & Spaanstra, P.C. (contained in Exhibit 5.1)
</TABLE>
- --------------
* Filed herewith
(1) Incorporated by reference from the Company's Current Report on form
8-K filed with the Commission on September 25, 1997.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-3 as declared effective by the Securities and Exchange
Commission on May 14, 1996.
(3) Incorporated by reference from the Company's Registration Statement on
Form 8-A as declared effective by the Securities and Exchange
Commission on March 18, 1986.
II-5
<PAGE> 26
Item 16. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-6
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement and any amendment thereto to be signed
on its behalf of the undersigned, thereunto duly authorized, in the City of
Golden, State of Colorado on December 8,1997.
CANYON RESOURCES CORPORATION
Date: December 8, 1997 /s/ Richard H. De Voto
---------------------------------
Richard H. De Voto
Principal Executive Officer
Date: December 8, 1997 /s/ Gary C. Huber
---------------------------------
Gary C. Huber
Principal Financial and
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1933,
as amended, this Registration Statement and any amendment thereto has been
signed below by the following persons on behalf of the Company in the
capacities and on the dates indicated.
Date: December 8, 1997 /s/ Richard H De Voto
---------------------------------
Richard H. De Voto, Director
Date: December 8, 1997 /s/ Gary C. Huber
---------------------------------
Gary C. Huber, Director
Date: December 8, 1997 /s/ Robert L. Zerga
---------------------------------
Robert L. Zerga, Director
II-7
<PAGE> 28
Date: December 8, 1997 /s/ Leland O. Erdahl
---------------------------------
Leland O. Erdahl, Director
Date: December 8, 1997 /s/ George W. Holbrook, Jr.
---------------------------------
George W. Holbrook, Jr., Director
Date: December 8, 1997 /s/ James E. Askew
---------------------------------
James E. Askew, Director
Date: December 8, 1997 /s/ William C. Parks
---------------------------------
William C. Parks, Director
Date: December 8, 1997 /s/ Christopher M. T. Thompson
---------------------------------
Christopher M. T. Thompson,
Director
II-8
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1 Purchase Agreement dated September 25, 1997 between the Company, CR Montana Corporation, Phelps Dodge Corporation and
Phelps Dodge Mining Company (1)
3.1 Amended Certificate of Incorporation of the Company (2)
3.2 Bylaws of the Company, as amended (2)
4.1 Specimen Common Stock Certificate (3)
5.1* Opinion of Parcel, Mauro, Hultin & Spaanstra, P.C. as to the legality of the Shares.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Kvaerner Metals (formerly Davy International)
23.3* Consent of Roberts & Schaefer Company
23.4* Consent of Mine Reserves Associates, Inc.
23.5* Consent of Remy and Thomas
23.6* Consent of Chamberlin & Associates
23.7* Consent of Parcel, Mauro, Hultin & Spaanstra, P.C. (contained in Exhibit 5.1)
</TABLE>
- ----------------
* Filed herewith
(1) Incorporated by reference from the Company's Current Report on form
8-K filed with the Commission on September 25, 1997.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-3 as declared effective by the Securities and Exchange
Commission on May 14, 1996.
(3) Incorporated by reference from the Company's Registration Statement on
Form 8-A as declared effective by the Securities and Exchange
Commission on March 18, 1986.
<PAGE> 1
Exhibit 5.1
PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.
1801 CALIFORNIA ST., STE. 3600
DENVER, CO 80202
(303) 292-6400
December 8, 1997
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
Re: Registration Statement on Form S-3
Covering the Registration of
50,000 Common Shares of
Canyon Resources Corporation
Gentlemen and Ladies:
We have acted as counsel for Canyon Resources Corporation, a Delaware
corporation (the "Company"), in connection with the registration for sale of
50,000 shares of the Company's Common Stock (the "Securities") in accordance
with the registration provisions of the Securities Act of 1933, as amended.
In such capacity we have examined, among other documents, the
Registration Statement on Form S-3 filed by the Company with the Securities and
Exchange Commission on or about December 9, 1997, as may be further amended
from time to time (the "Registration Statement"), covering the registration of
the Securities.
Based upon the foregoing and upon such further examinations as we have
deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Shares have been legally and validly authorized under the
Company's Certificate of Incorporation, as amended, and constitute duly and
validly issued and outstanding and fully paid and nonassessable shares of the
Company.
<PAGE> 2
Canyon Resources Corporation
December 8, 19970
Page 2
We hereby consent to the use of our name beneath the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement and to
the filing of a copy of this opinion as Exhibit 5.1 thereto.
Very truly yours,
PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Canyon Resources Corporation on Form S-3 of our report, which
includes an explanatory paragraph regarding the Company's change in accounting
for impairments of long-lived assets in 1995, dated February 28, 1997, except
for Note 17 as to which the date is March 24, 1997, on our audits of the
consolidated financial statements of Canyon Resources Corporation, as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and
1994. We also consent to the reference to our firm under the caption
"Experts."
Denver, Colorado COOPERS & LYBRAND L.L.P.
December 5, 1997
<PAGE> 1
Exhibit 23.2
Kvaerner Metals
Murray N. Hutchison
Senior Vice President
1 December 1997
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 covering
the registration of the Company's common stock of our Mine Plan and Preliminary
Feasibility Study dated September 1993 pertaining to the Company's McDonald
Property as referred to in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
Very truly yours,
/s/Murray N. Hutchison
Murray N. Hutchison
MNH:smr
KVAERNER
- --------------------------------------------------------------------------------
Davy Nonferrous Division Tel 1 510 866 1166
2440 Camino Ramon Fax 1 510 866 6520
San Ramon, California 94583
USA
<PAGE> 1
Exhibit 23.3
ROBERTS & SCHAEFER COMPANY
Engineers & Contractors
Western Operation
5225 Wiley Post Way #300
Salt Lake City, Utah 84116
Phone: (801) 364-0900
Fax: (801) 364-0909
December 1, 1997
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference, into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 covering
the registration of the Company's common stock of our reports entitled "Fatal
Flaw Review of the Briggs Gold Project Feasibility Study" and "Briggs Gold
Project Feasibility Study - Volume 1 - Executive Summary" both dated February
1994, as referred to in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
Sincerely,
ROBERTS & SCHAEFER COMPANY
/s/ Brian Petersen
Brian C. Petersen
Sr. Vice President/General Manager
<PAGE> 1
Exhibit 23.4
MINE RESERVES ASSOCIATES, INC.
4860 Ward Road, Suite 202
Wheat Ridge, Colorado 80033-2122
Phone: (303) 421-9656 Fax: (303) 421-9470
- --------------------------------------------------------------------------------
December 1, 1997
Canyon Resources Corporation
14142 Denver West Parkway
Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference into the Registration
Statement of Canyon Resources Corporation (the "Company") on Form S-3 covering
the registration of the Company's common stock, of our report dated February
1994, pertaining to Ore Reserves and Mine Plan Review of the Briggs Gold Project
Feasibility Study as referred to in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
Very truly yours,
MINE RESERVES ASSOCIATES, Inc.
/s/Lawrence E. Allen
Lawrence E. Allen
Vice President and
Principal Mining Engineer
<PAGE> 1
Exhibit 23.5
REMY, THOMAS and MOOSE
Attorneys at Law
Michael H. Remy 455 Capitol Mall, Suite 210
Tina A. Thomas Sacramento, California 95814 Lee Axelrad
James G. Moose Georganna Foondos
Whitman F. Manley (916) 443-2745 Land Use Analysts
John H. Mattox FAX (916) 443-9017
Danae J. Aitchison
Andrea M. Klein Brian J. Plant
Kathrine Currie Pittard of Counsel
Erik K. Spiess
December 1, 1997
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
To Whom It May Concern:
Remy, Thomas and Moose, LLP hereby consents to the incorporation by reference
into the Registration Statements of Canyon Resources Corporation (the "Company")
on Form S-3 covering the registration of the Company's common stock, of its
letter dated January 31, 1994, pertaining to the discussion of environmental and
permitting issues in the Briggs Gold Project Feasibility Study as referred to in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
Very truly yours,
/s/ Tina A. Thomas
Tina A. Thomas
Counsel to Canyon Resources Corporation
TAT:vw
<PAGE> 1
Exhibit 23.6
Chamberlin & Associates
Paul D. Chamberlin
7463 W. Otero Place
Littleton, CO 80128
Tele/FAX - 303-979-6753
email: [email protected]
November 28, 1997
Canyon Resources Corporation
14142 Denver West Parkway, Suite 250
Golden, CO 80401
Gentlemen:
We hereby consent to the incorporation by reference into the Registration
Statement of Canyon Resources Corporation (the "Company") on form S-3 covering
the registration of the Company's common stock, of our report dated February
1994, pertaining to metallurgy review of the Briggs Gold Project Feasibility
Study as referred to in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
Very truly yours,
/s/P.D. Chamberlin
CHAMBERLIN & ASSOCIATES
Paul D. Chamberlin
Owner
