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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 5, 1997
CANYON RESOURCES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-14329 84-0800747
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
14142 Denver West Parkway, Suite 250
Golden, CO 80401
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (303) 278-8464
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5 OTHER EVENTS
Canyon Resources Corporation (the "Registrant") entered into a Purchase
Agreement with NatWest Securities Limited (the "Purchaser") dated June 5,
1997, pursuant to which the Registrant will issue and sell to the Purchaser
3,400,000 shares of the Registrant's Common Stock, $.01 par value per share,
and warrants to purchase 278,182 shares of the Registrant's Common Stock at an
exercise price of $4.05, subject to adjustment as provided in the Warrant
Agreement dated as of June 5, 1997 by and between the Registrant and the
Purchaser.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
1.1 Form of Purchase Agreement dated June 5, 1997
between Canyon Resources Corporation and
NatWest Securities Limited.
4.1 Form of Warrant Agreement dated as of June 5,
1997 between Canyon Resources Corporation and
NatWest Securities Limited.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CANYON RESOURCES CORPORATION
Date: June 5, 1997 By: /s/ Richard H. De Voto
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Richard H. De Voto, President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
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<S> <C>
1.1 Form of Purchase Agreement dated June 5, 1997 between Canyon
Resources Corporation and NatWest Securities Limited.
4.1 Form of Warrant Agreement dated as of June 5, 1997 between
Canyon Resources Corporation and NatWest Securities Limited.
</TABLE>
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EXHIBIT 1.1
CANYON RESOURCES CORPORATION
3,400,000 Shares of Common Stock
PURCHASE AGREEMENT
June 5, 1997
NATWEST SECURITIES LIMITED
135 Bishopsgate
London EC2M 3XT
England
Dear Sirs:
Canyon Resources Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Purchaser") 3,400,000 shares (the
"Shares") of the Company's Common Stock, $.01 par value per share (the "Common
Stock"). The Company has also agreed to issue to the Purchaser the Warrants (as
hereinafter defined) to purchase up to 278,182 shares of Common Stock, as set
forth in the warrant agreement executed simultaneously with this Agreement (the
"Warrant Agreement").
1. Representations and Warranties.
(a) The Company represents and warrants to, and agrees
with, the Purchaser that:
(i) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission") thereunder, and has filed a
registration statement on such Form (Registration No. 333-18449)
which has become effective, for the registration of the Common Stock
under the Act and the Rules and Regulations. Such registration
statement, as declared effective and each amendment thereto declared
effective through the date of this Agreement, meets the requirements
set forth in Rule 415(a)(1) of the Rules and Regulations and complies
in all other material respects with said Rule. The Company proposes to
file with the Commission pursuant to Rule 424 of the Rules and
Regulations a supplement to the form of prospectus included in such
registration statement relating to the Shares, and describing the
shares of Common Stock issuable upon exercise of the Warrants (the
"Warrant Shares") and the plan of distribution of the Shares and has
previously advised you of all further information (financial and
other) with respect to the Company to be set forth therein. Such
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registration statement, including the exhibits thereto, as amended at
the date of this Agreement, is hereinafter called the "Registration
Statement"; such prospectus in the form in which it appears in the
Registration Statement is hereinafter called the "Basic Prospectus";
and such supplemented form of prospectus, in the form in which it
shall be filed with the Commission pursuant to Rule 424 (including the
Basic Prospectus as so supplemented) is hereinafter called the "Final
Prospectus." Any reference herein to the Registration Statement, the
Basic Prospectus or the Final Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant
to Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on or before the date of
this Agreement, or the issue date of the Basic Prospectus or the Final
Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, and the Final Prospectus shall be
deemed to refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the issue date of
the Basic Prospectus or the Final Prospectus, as the case may be, and
deemed to be incorporated therein by reference.
(ii) As of each of the following dates or times: (1) the date
hereof, (2) when the Final Prospectus is first filed pursuant to Rule
424 of the Rules and Regulations, (3) when, prior to the Closing Date
(as hereinafter defined), the Registration Statement or any amendment
to the Registration Statement becomes effective (including the filing
of any document incorporated by reference in the Registration
Statement), (4) when any supplement to the Final Prospectus is filed
with the Commission, and (5) at the Closing Date, (i) the Registration
Statement as amended as of any such time, and the Final Prospectus, as
amended or supplemented as of any such time, will comply in all
material respects with the applicable requirements of the Act, the
Rules and Regulations, the Exchange Act and the rules and regulations
under the Exchange Act, (ii) the Registration Statement, as amended as
of any such time, will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading,
and (iii) the Final Prospectus, as amended or supplemented as of any
such time, will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
the information contained in or omitted from the Registration
Statement or the Final Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with information
relating to
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the Purchaser furnished in writing to the Company by or on behalf of
the Purchaser specifically for use in connection with the preparation
of the Registration Statement and/or the Final Prospectus.
(iii) The consolidated financial statements and schedules of
the Company and its Subsidiaries (as defined herein) incorporated by
reference into the Registration Statement and the Final Prospectus
fairly present the financial condition, results of operations,
stockholders' equity and cash flows of the Company and its
Subsidiaries as of the dates and periods therein specified (subject
to, in the case of interim financial statements, normal year end
adjustments). Such financial statements and schedules have been
prepared in accordance with generally accepted accounting principles
("GAAP") consistently applied throughout the periods involved. The
selected financial data set forth in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 and the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1997 fairly present, on the basis stated in such reports,
the information included therein (subject to, in the case of such Form
10-Q, normal year end adjustments). Coopers & Lybrand L.L.P., who have
reported on those of such financial statements and schedules which are
audited, are independent accountants with respect to the Company and
its Subsidiaries, as required by the Act and the Rules and
Regulations.
(iv) The Company and its Subsidiaries maintain a system of
internal accounting control sufficient to provide reasonable assurance
that (w) transactions are executed in accordance with management's
general or specific authorization, (x) transactions are recorded as
necessary to permit preparation of financial statements in conformity
with GAAP and to maintain accountability for assets, (y) access to
assets is permitted only in accordance with management's general or
specific authorization, and (z) the recorded accountability for assets
is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
(v) The Company has an authorized capitalization as set forth
in the Final Prospectus. All of the issued shares of capital stock of
the Company have been duly authorized and validly issued and are fully
paid and nonassessable. The Shares have been duly authorized and, when
issued and delivered against payment therefor as provided in this
Agreement, will be validly issued, fully paid and nonassessable, and
are not and will not be subject to any preemptive or other rights to
subscribe for or purchase securities; the holders thereof will not be
subject to any liability solely as such holders; and the certificates
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representing the Shares will be in due and proper form as previously
authorized by the Company. The Warrant Shares have been validly
authorized and reserved for issuance upon exercise of the Warrants
and, when issued in accordance with the Warrant Agreement, will be
validly issued, fully paid and non-assessable and free of preemptive
rights. No person or entity is entitled to have any securities
registered under the Registration Statement. The shares of capital
stock of the Company conform to the description thereof in the Final
Prospectus.
(vi) The Company has full corporate power and authority to
enter into this Agreement and the Warrant Agreement and to consummate
the transactions provided for herein and therein. This Agreement and
the Warrant Agreement have been duly authorized, executed and
delivered by the Company and constitute valid and binding agreements
of the Company, enforceable against the Company in accordance with
their terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights of creditors now
or hereafter in effect, and to equitable principles that may limit the
right to specific enforcement of remedies, and except insofar as the
enforceability of the indemnity and contribution provisions contained
in this Agreement may be limited by federal or state securities laws
and the public policy underlying such laws).
(vii) The Shares have been approved for listing on the
American Stock Exchange, subject only to notice of issuance, and the
Company knows of no reason or set of facts which is likely to
adversely affect such approval.
(viii) The Company is a Delaware corporation in good standing
under the laws of the State of Delaware. The Company's subsidiaries
are listed in Exhibit 21 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "Subsidiaries"). Each of the
Subsidiaries has been duly organized and is validly existing in good
standing under the laws of its jurisdiction of organization; and each
of the Company and its Subsidiaries is duly qualified to transact
business as a foreign organization and is in good standing under the
laws of all other jurisdictions where the ownership or leasing of its
properties or the conduct of its business requires such qualification,
except where the failure to be so qualified would not result in a
material liability or disability to the Company and its Subsidiaries,
taken as a whole.
(ix) The Company and each of its Subsidiaries have full power
(corporate and other) to own or lease their respective properties and
conduct their respective businesses as
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described in the Registration Statement and the Final Prospectus;
except as set forth on Schedule I hereto, all the outstanding shares
of capital stock of each of the Subsidiaries have been duly and
validly authorized and issued, are fully paid and nonassessable and
are owned, directly or indirectly, by the Company, free and clear of
any security interests, liens, encumbrances, equities or claims.
(x) No legal or governmental proceedings are pending to
which the Company or any of its Subsidiaries is a party or to which
the property of the Company or any of its Subsidiaries is subject that
are required to be described in the Registration Statement or the
Final Prospectus and are not described therein and, to the Company's
knowledge, no such proceedings have been threatened against the
Company or any of its Subsidiaries or with respect to any of their
respective properties; and no contract or other document is required
to be described in the Registration Statement or the Final Prospectus
or to be filed as an exhibit to the Registration Statement that is not
described therein or filed as required.
(xi) Since the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, except
as otherwise stated therein, (A) there has been no material adverse
change in the condition (financial or other), earnings, business or
properties of the Company and its Subsidiaries, taken as a whole,
whether or not arising in the ordinary course of business, and (B)
there have been no transactions entered into by the Company or any of
its Subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its Subsidiaries,
taken as a whole.
(xii) The issuance, offering and sale of the Shares, the
Warrants and the Warrant Shares by the Company pursuant to this
Agreement and the Warrant Agreement and the consummation of the
transactions contemplated hereby and thereby do not (i) require the
consent, approval, authorization, registration or qualification of or
with any governmental authority, except such as have been obtained and
such as may be required under state securities or blue sky laws or
(ii) conflict with or result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, lease or other material agreement
or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries or any of
their respective properties are bound, or the charter documents or
by-laws of the Company or any of its Subsidiaries, or any statute or
any judgment, decree, order, rule or regulation of any court or other
governmental authority or any arbitrator applicable to the Company or
any of its Subsidiaries.
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(xiii) The Company is not an "investment company" or an
"affiliated person" or "promoter" of, or "principal underwriter" for,
an "investment company", as such terms are defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), or subject to
regulation under the 1940 Act.
(xiv) Neither the Company nor, to its knowledge, any of its
directors, officers or controlling persons has taken, directly or
indirectly, any action intended, or which might reasonably be
expected, to cause or result in, under the Act or otherwise, or which
has constituted, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the
Shares.
(xv) No default exists, and no event has occurred which, with
notice or lapse of time or both, would constitute a default in the due
performance and observance of any term, covenant or condition of any
indenture, mortgage, deed of trust, lease or other agreement or
instrument to which the Company or any of its Subsidiaries is a party
or by which the Company or any of its Subsidiaries or any of their
respective properties is bound or may be affected in any material
adverse respect with regard to property, business or operations of the
Company and its Subsidiaries which would require disclosure in the
Registration Statement and the Final Prospectus and which has not been
disclosed therein.
(xvi) No statement, representation, warranty or covenant made
by the Company in this Agreement or made in any certificate or
document required by this Agreement to be delivered to the Purchaser
is or will be, when made, inaccurate, untrue or incorrect in any
material respect, unless such statement, representation, warranty or
covenant is qualified as to materiality, in which case it is not or
will not be, when made, inaccurate, untrue or incorrect.
(xvii) The Company and each of its Subsidiaries have a
generally satisfactory employer-employee relationship with their
respective employees and are in compliance with all federal, state,
local, and, where applicable, foreign, laws and regulations respecting
employment and employment practices, terms and conditions of
employment and wages and hours, except where the failure to so comply
would not have a material adverse effect on the condition, financial
or otherwise, or on the business affairs, position, prospects, value,
operation, properties, business or results of operation of the Company
and its Subsidiaries taken as a whole whether or not arising in the
ordinary course of business (a "Material Adverse Effect"). To the
Company's knowledge, there are no pending investigations involving the
Company or any of its Subsidiaries by the United States Department of
Labor or any other governmental agency
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responsible for the enforcement of such federal, state, local or
foreign laws and regulations. To the Company's knowledge, there is no
unfair labor practice charge or complaint against the Company or any
of its Subsidiaries pending before the National Labor Relations Board
or any strike, picketing, boycott, dispute, slowdown or stoppage
pending or threatened against or involving the Company or any of its
Subsidiaries, and no such strike, picketing, boycott, dispute,
slowdown or stoppage has ever occurred. No representation question
exists respecting the employees of the Company or any of its
Subsidiaries, and no collective bargaining agreement or modification
thereof is currently being negotiated by the Company or any of its
Subsidiaries. There are no expired or existing collective bargaining
agreements of the Company or any of its Subsidiaries.
(xviii) Neither the Company nor any of its Subsidiaries nor,
to the Company's knowledge, any employee or agent of the Company or
any Subsidiary has made any payment of funds of the Company or any
Subsidiary or received or retained any funds of the Company or any
Subsidiary in violation of any law, rule or regulation or of a
character required to be disclosed in the Registration Statement or
the Final Prospectus.
(xix) The Company and its Subsidiaries are insured by
insurers of recognized financial responsibility against such losses and
risks and in such amounts as are prudent and customary in the
businesses in which they are engaged; and the Company has no reason to
believe that it and its Subsidiaries will not be able to renew their
existing insurance coverage as and when such coverage expires.
(xx) The business, operations and facilities of the Company
and its Subsidiaries have been and are being conducted in compliance
in all material respects with all applicable laws, ordinances, rules,
regulations, licenses, permits, approvals, plans, authorizations or
requirements relating to occupational safety and health, or pollution,
or protection of health or the environment (including, without
limitation, those relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants or hazardous or toxic
substances, materials or wastes into ambient air, surface water,
groundwater or land, or relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling
of chemical substances, pollutants, contaminants or hazardous or toxic
substances, materials or wastes, whether solid, gaseous or liquid in
nature) of any governmental department, commission, board, bureau,
agency or instrumentality of the United States or any state or
political subdivision thereof, and all applicable judicial or
administrative agency or regulatory decrees, awards, judgments and
orders relating thereto; and
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none of the Company or any of its Subsidiaries has received any notice
from any governmental instrumentality or any third party alleging any
violation thereof or liability thereunder (including, without
limitation, liability for costs of investigating or remediating sites
containing hazardous substances and/or damages to natural resources),
which violation would have, or could reasonably be expected to have, a
Material Adverse Effect. The intended use and occupancy of each of the
facilities owned or operated by the Company or any of its Subsidiaries
complies in all material respects with all applicable codes and zoning
laws and regulations and there is no pending or, to the knowledge of
the Company, threatened condemnation, zoning change, environmental or
other similar proceeding or action that will in any material respect
adversely affect the size of, use of, improvements on, construction
on, or access to such facilities except as described in the Final
Prospectus.
(xxi) The Company and each of its Subsidiaries have good and
marketable title to, or valid and enforceable leasehold estates in,
all items of personal property and fee real property stated in the
Registration Statement and the Final Prospectus (including the
financial statements included or incorporated by reference therein) to
be owned or leased by them, free and clear of all liens, charges,
claims, encumbrances, pledges, security interests, defects or other
restrictions on equity of any kind whatsoever, other than (i) those
referred to in the Registration Statement and the Final Prospectus
(including such financial statements), (ii) liens for taxes not yet
due and payable, (iii) mechanics, materialmen, warehouse and other
statutory liens arising in the ordinary course of business which,
either individually or in the aggregate, do not have a Material
Adverse Effect, and (iv) a lien in favor of Caterpillar Financial
Services on certain machinery and equipment owned by the Company or
one or more of its Subsidiaries.
(xxii) The Company and each of its Subsidiaries have record
possessory title to, or valid and enforceable leasehold estates in,
all unpatented mining claims and millsites stated in the Registration
Statement and the Final Prospectus (including the financial statements
included or incorporated by reference therein) to be owned or leased
by them, free and clear (subject to the paramount title of the United
States) of all liens, charges, encumbrances, pledges, security
interests, title defects of record or known to the Company and its
Subsidiaries, or conflicting prior unpatented mining claims except
where overlaps have occurred to preserve parallel endlines for lode
claims and to avoid gaps in claim patterns; location notices and
certificates for such claims were properly recorded and filed with
appropriate governmental agencies; all assessment work or annual
labor,
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location fees, mining claim rental and maintenance fees required to
hold the unpatented mining claims through the assessment year ending
September 1, 1997 have been properly and timely performed or paid; and
all assessment work and other filings required to maintain the claims
in good standing have been properly and timely recorded or filed with
appropriate governmental agencies; provided that, given the nature of
unpatented mining claims and millsites, the Company and its
Subsidiaries make no representation or warranty that, under standards
of adjudication which may be applied in evaluating locations under the
General Mining Law of 1872, as amended, the unpatented mining claims
contain a discovery of valuable mineral or that any of the unpatented
millsites are nonmineral in character or are being used and occupied
for mining and milling purposes.
(xxiii) The Company has filed all foreign, federal, state and
local tax returns that are required to be filed or has requested
extensions thereof and has paid all taxes required to be paid by it
and any other assessment, fine or penalty levied against it, to the
extent due and payable.
(xxiv) The Company is in compliance in all material respects
with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and
published interpretations thereunder ("ERISA"); no "reportable event"
(as defined in ERISA) has occurred with respect to any "pension plan"
(as defined in ERISA) for which the Company would have any material
liability; the Company has not incurred and does not expect to incur
material liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any "pension plan" or (ii)
Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder
(the "Code"); and each "pension plan" for which the Company would have
any liability that is intended to be qualified under Section 401(a) of
the Code is so qualified in all material respects and nothing has
occurred, whether by action or by failure to act, which would cause
the loss of such qualification.
(xxv) The Company has dealt with no broker, finder,
commission agent or other person in connection with the sale of the
Shares and the transactions contemplated by this Agreement and the
Final Prospectus, other than the Purchaser, and the Company is under no
obligation to pay any broker's fee or commission in connection with
such transactions, other than the commission to the Purchaser
contemplated hereby.
(xxvi) With respect to the offer or sale of the Common Stock,
neither the Company nor any of its representatives (which, for
purposes of this clause (xxvi), shall not be deemed to include the
Purchaser) has engaged, or will engage,
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in any form of general solicitation or general advertising, including,
but not limited to, advertisements, articles, notices or other
communications published in any newspaper, magazine or similar medium
or broadcast over television or radio, or any seminar or meeting whose
attendees have been invited by any general solicitation or general
advertising (provided that any press release issued by the Company to
disclose the effectiveness of the Registration Statement or being
issued by the Company solely to disclose the transactions contemplated
herein shall not be deemed to constitute a general solicitation).
(b) (i) The Purchaser represents and agrees that (x) it
has not offered or sold and will not offer or sell in the United
Kingdom by means of any document, any Common Stock except to persons
whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which will not result
in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995, (y) it has complied
and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to
the Common Stock in, from or otherwise involving the United Kingdom,
and (z) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with
the issue of the Common Stock to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such
document may otherwise lawfully be issued or passed on.
(ii) The Purchaser represents and agrees that, as
part of the distribution of the Shares, it will not offer or sell
through a general solicitation any Shares within the United States,
its territories or possessions or to persons who are citizens thereof
or residents therein, provided that the Shares may be offered to a
limited number of institutional investors, all of whom are "accredited
investors" as defined in the Act, through the intermediation of one or
more affiliates of the Purchaser acting on behalf of such investors.
2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
issue and sell the Shares to the Purchaser, and the Purchaser agrees to
purchase the Shares from the Company at a purchase price of $2.7450 per share.
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(b) As of the Closing Date, the Company will issue and
sell to the Purchaser or, at the Purchaser's direction, to its bona fide
officers, for a total purchase price of $100, warrants entitling the holders to
purchase 278,182 shares of Common Stock at $4.05 per share (the "Warrants") for
a period of two years commencing one year after the date of the Warrant
Agreement. The Warrants include the terms set forth in the Warrant Agreement.
The Purchaser may designate that the Warrants be issued to its bona fide
officers only if it determines that such issuances would not violate the
interpretations of the National Association of Securities Dealers, Inc. (the
"NASD") relating to the review of corporate financing arrangements. No sale,
transfer, assignment or hypothecation of the Warrants shall be made for a
period of one year from the date of the Warrant Agreement and thereafter only
to directors and bona fide officers of the Purchaser or its affiliates. The
holders of the Warrants will be entitled to the registration rights set forth
in the Warrant Agreement.
(c) The Company and the Purchaser agree that the
Purchaser will reoffer the Shares purchased by it hereunder solely to persons
whom it reasonably believes to be institutional "accredited investors", as such
term is defined in Rule 501(a)(1), (2), (3) or (7) under the Act.
3. Delivery and Payment. Delivery of and payment for the Shares
and the Warrants shall be made at the office of Stroock & Stroock & Lavan LLP,
counsel to the Purchaser, 180 Maiden Lane, New York, New York, on June 11,
1997, which date and time may be postponed by agreement between the Purchaser
and the Company (such date and time of delivery and payment for the Shares
being herein called the "Closing Date"). Delivery of the Shares shall be made
to the Purchaser against payment by the Purchaser of the purchase price by wire
transfer or by certified or official bank checks payable in Clearing House
funds to the order of the Company.
Certificates evidencing the Shares shall be in definitive form,
registered in such names and in such denominations as the Purchaser may request
not less than three full business days in advance of the Closing Date.
The Company agrees to have the Shares available for inspection,
checking and packaging by the Purchaser in New York, New York, not later than
1:00 p.m. on the business day prior to the Closing Date.
4. Agreements. The Company covenants and agrees with the
Purchaser that:
(a) Prior to the termination of the offering of the
Shares, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus) to the Basic
Prospectus unless the Company has furnished the Purchaser with a copy
for its review prior to
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filing and will not file any such proposed amendment or supplement to
which the Purchaser reasonably objects. Subject to the foregoing
sentence, the Company will cause the Final Prospectus to be
transmitted to the Commission for filing pursuant to Rule 424 and will
cause the Final Prospectus to be filed with the Commission pursuant to
said Rule. During any time when a prospectus relating to the Shares is
required to be delivered under the Act, the Company will comply with
all requirements imposed upon it by the Act and the Exchange Act and
the respective rules and regulations promulgated by the Commission
thereunder to the extent necessary to permit the continuance of sales
of or dealings in the Shares in accordance with the provisions hereof
and of the Final Prospectus, provided, that the Purchaser shall be
obligated for any expenses thereof after nine months from the date
hereof. The Company will advise the Purchaser promptly when the Final
Prospectus shall have been transmitted to the Commission for filing
pursuant to Rule 424. If at any time prior to the termination of the
offering of the Shares contemplated hereby, the Company will advise
the Purchaser promptly (i) when any amendment to the Registration
Statement relating to the Shares shall have become effective, (ii) of
any request by the Commission for any amendment of the Registration
Statement or amendment of or supplement to the Final Prospectus or for
any additional information, (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening (provided the Company has
actual knowledge of any such threat) of any proceeding for that
purpose and (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Shares for
sale in any jurisdiction or the initiation or threatening (provided
the Company has actual knowledge of any such threat) of any proceeding
for such purpose. The Company will use its reasonable best efforts to
prevent the issuance of any such stop order and, if issued, to obtain
as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Shares is required to be delivered under the Act or the Rules and
Regulations, any event occurs as a result of which the Final
Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein in light of the circumstances
under which they were made not misleading, or if it shall be necessary
to amend or supplement the Final Prospectus to comply with the Act,
the Rules and Regulations, the Exchange Act or the rules and
regulations of the Exchange Act, the Company promptly will prepare and
file with the Commission, subject to the first sentence of
subparagraph (a) of this Section 4, an amendment or supplement which
will correct such statement or omission or an amendment which will
effect such compliance.
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<PAGE> 13
(c) The Company will make generally available to its
security holders and to the Purchaser as soon as practicable, but not
later than 60 days after the close of the period covered thereby, an
earnings statement (in form complying with the provisions of Rule 158
of the Rules and Regulations) covering a twelve month period beginning
not later than the first day of the Company's fiscal quarter next
following the "effective date" (as defined in said Rule 158) of the
Registration Statement.
(d) The Company will furnish to the Purchaser and counsel
for the Purchaser, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment thereto
which shall become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by the Purchaser or dealer may be
required by the Act or the Rules and Regulations, as many copies of
the Final Prospectus and any amendments thereof and supplements
thereto as the Purchaser may reasonably request.
(e) The Company will use its reasonable efforts to
arrange for the qualification of the Shares for offer and sale under
the laws of such United States jurisdictions as the Purchaser may
reasonably designate and will maintain such qualifications in effect
so long as required for the distribution of the Shares; provided,
however, that the Company shall not be required to qualify to do
business in any jurisdiction where it is not now so qualified or to
take any action which would subject it to general or unlimited service
of process or to taxation as a foreign corporation doing business in
such jurisdiction where it is not now so subject.
(f) The Company and its executive officers and directors
will not, directly or indirectly, without the prior written consent of
the Purchaser, offer, sell, distribute or otherwise dispose (or
announce any offer, sale, grant or any option to purchase or other
disposition) of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for, or any rights to
purchase or acquire, Common Stock, for a period of 90 days after the
date hereof, except for (i) the issuance of options pursuant to the
Company's Incentive Stock Option Plan and options pursuant to its
Non-Qualified Stock Option Plan, (ii) the Shares to be issued and sold
by the Company pursuant hereto, (iii) the issuance of up to 3,400,000
shares of Common Stock as consideration in connection with investments
in, acquisitions of, or mergers or combinations with other companies,
(iv) the sale by executive officers and directors of up to an
aggregate of 1,000,000 shares of Common Stock, and (v) the issuance of
shares of Common Stock pursuant to outstanding warrants and options.
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<PAGE> 14
5. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase and pay for the Shares shall be
subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to the
Closing Date (including the filing of any document incorporated by reference
therein) and as of the Closing Date, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened; and the Final Prospectus shall have been filed or
mailed for filing with the Commission within the time period
prescribed by the Commission.
(b) The Company shall have furnished to the Purchaser the
opinion of Parcel, Mauro, Hultin & Spaanstra, P.C., counsel for the
Company, dated the Closing Date, substantially to the effect of
subparagraphs (i) through (x) below:
(i) the Company has been duly incorporated and is
validly existing and in good standing under the laws of the
State of Delaware, has the corporate power and corporate
authority to own its properties and conduct its business as
described in the Prospectus and is duly qualified to transact
business as a foreign corporation and is in good standing
under the laws of all jurisdictions where the ownership or
leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so
qualified would not result in a material liability or
disability to the Company and its subsidiaries, taken as a
whole;
(ii) each of the domestic Subsidiaries has been duly
incorporated and is validly existing and in good standing
under the laws of the jurisdiction of its incorporation, has
the corporate power and corporate authority to own its
properties and conduct its business and is duly qualified to
transact business as a foreign corporation and is in good
standing under the laws of all jurisdictions where the
ownership or leasing of its properties or the conduct of its
business requires such qualification, except where the failure
to be so qualified would not result in a material liability or
disability to the Company and its Subsidiaries, taken as a
whole. All the outstanding shares of capital stock of each of
the domestic Subsidiaries have been duly and
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<PAGE> 15
validly authorized and issued and are fully paid and
nonassessable, and, except as set forth on Schedule I hereto,
to such counsel's knowledge, all outstanding shares of capital
stock of each of the Subsidiaries are owned, directly or
indirectly, by the Company, free and clear of any perfected
security interest;
(iii) the capital stock of the Company conforms in
all material respects to the description thereof contained in
the Final Prospectus;
(iv) the authorization for the listing of the Shares
on the American Stock Exchange has been given, subject to
notice of issuance and evidence of satisfactory distribution;
(v) to the knowledge of such counsel, (a) there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company or any of its Subsidiaries of
a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final
Prospectus, and (b) there is no franchise, contract or other
document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as
an exhibit, which is not described or filed as required;
(vi) the Registration Statement has been declared
effective under the Act; to the knowledge of such counsel
(based on telephonic confirmation with the Commission staff),
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted by the Commission or, to the knowledge of
such counsel (based on telephonic confirmation with the
Commission staff) threatened by the Commission; the
Registration Statement, the Final Prospectus and each
amendment thereof or supplement thereto (other than the
financial statements and other financial and statistical
information contained therein or incorporated by reference
therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the applicable
requirements of the Act, the rules and regulations of the
Commission promulgated thereunder, the Exchange Act and the
rules and regulations of the Commission promulgated under the
Exchange Act;
(vii) this Agreement and the Warrant Agreement have
been duly authorized, executed and delivered by the Company;
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<PAGE> 16
(viii) no consent, approval, authorization or order
of any Colorado, Delaware or federal court or governmental
agency or body is required for the execution and delivery of
this Agreement or the Warrant Agreement, the issuance and sale
of the Shares and the Warrants by the Company under this
Agreement and the issuance of the Warrant Shares under the
Warrant Agreement, except such as have been obtained under the
Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution
of the Shares by the Purchaser and such other approvals
(specified in such opinion) as have been obtained;
(ix) neither the issuance nor the sale of the Shares,
the Warrants or the Warrant Shares will conflict with, result
in a breach of, or constitute a default under the Certificate
of Incorporation or Bylaws, as amended, of the Company, or, to
the knowledge of such counsel, the terms of any indenture or
other material agreement or instrument known to such counsel
and to which the Company or any of its Subsidiaries is a party
or by which the Company or any of its Subsidiaries may be
bound, or any order or regulation known to such counsel to be
applicable to the Company or any of its Subsidiaries of any
court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Company or any
of its Subsidiaries; and
(x) the Company has an authorized capitalization as
set forth in the Final Prospectus. All of the issued shares of
capital stock of the Company have been duly authorized and
validly issued and are fully paid and nonassessable. The
Shares have been duly authorized and, when issued and
delivered against payment therefor as provided in this
Agreement, will be validly issued, fully paid and
nonassessable, and are not and will not be subject to any
preemptive or other rights to subscribe for or purchase
securities; the holders thereof will not be subject to any
liability solely as such holders; and the certificates
representing the Shares will be in due and proper form as
previously authorized by the Company. The Warrant Shares have
been validly authorized and reserved for issuance upon
exercise of the Warrants and, when issued in accordance with
the Warrant Agreement, will be validly issued, fully paid and
non-assessable and free of preemptive rights. To such
counsel's knowledge, no person or entity is entitled to have
any securities registered under the Registration Statement.
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<PAGE> 17
Such counsel shall also furnish to the Purchaser at the
Closing Date updated title opinions addressed to the Purchaser
(updated through June 8, 1997), updating such counsel's title opinions
addressed to Banque Paribas dated November 3, 1995, as previously
updated December 27, 1995.
In addition, such counsel shall state that in the course of
the preparation of the Registration Statement and the Final
Prospectus, such counsel has participated in conferences with officers
and representatives of the Company, with the Purchaser and its counsel
and with the Company's independent public accountants, at which
conferences the contents of the Registration Statement and the Final
Prospectus and related matters were discussed and (without taking any
further action to verify independently the statements made in the
Registration Statement and the Final Prospectus and, except as stated
in the foregoing opinion, without assuming responsibility for the
accuracy, completeness or fairness of such statements) nothing has
come to such counsel's attention that causes such counsel to believe
that either the Registration Statement as of the date it was declared
effective and as of the Closing Date or the Final Prospectus as of the
date thereof and as of the Closing Date contained or contains any
untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were
made, not misleading (it being understood that such counsel need not
express any opinion with respect to the financial statements,
schedules and other financial or statistical data included in the
Registration Statement or the Final Prospectus).
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other
than the State of Colorado, the State of Delaware, the State of New
York or the United States, to the extent deemed proper and specified
in such opinion, upon the opinion of other counsel of good standing
believed to be reliable and who are reasonably satisfactory to counsel
for the Purchaser; and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company and its
Subsidiaries and public officials.
(c) The Purchaser shall have received from Stroock &
Stroock & Lavan LLP, counsel for the Purchaser, such opinion or
opinions, dated the Closing Date, with respect to the issuance and
sale of the Shares, the Registration Statement, the Final Prospectus
and other related matters as the Purchaser may reasonably require, and
the Company shall have furnished to such counsel such documents as
they reasonably request for the purpose of enabling them to pass upon
such matters.
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<PAGE> 18
(d) The Company shall have furnished to the Purchaser a
certificate of the Company, signed by the President or a Vice
President and the principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the signers of
such certificate have carefully examined the Registration Statement,
the Final Prospectus and this Agreement and that to the best of their
knowledge:
(i) the representations and warranties of the Company
contained in Section 1 of this Agreement are true and correct
in all material respects on and as of the Closing Date with
the same effect as if made on the Closing Date, and the
Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or
prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings
for that purpose have been instituted or threatened;
(iii) none of the Registration Statement, the Final
Prospectus nor any amendment or supplement thereto includes
any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading; and
(iv) subsequent to the respective dates of the
Registration Statement and the Final Prospectus: neither the
Company nor any of its Subsidiaries have incurred up to and
including the Closing Date, other than in the ordinary course
of their respective businesses, any material liabilities or
obligations, direct or contingent; the Company has not paid or
declared any dividends or other distributions on its capital
stock; neither the Company nor any of its Subsidiaries has
entered into any transactions not in the ordinary course of
business; and there has not been any material change in the
capital stock or long-term debt or any material increase in
the short-term borrowings of the Company or any of its
Subsidiaries; neither the Company nor any of its Subsidiaries
has sustained any material loss or damage to its property or
assets, whether or not insured; there is no litigation that is
pending or, to the knowledge of such officers, threatened
against the Company or any of its Subsidiaries that is
required to be set forth in an amended or supplemented
Prospectus that has not been set forth; and there has occurred
no event required to be set forth in an amended or
supplemented Prospectus that has not been set forth.
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<PAGE> 19
(e) At the Closing Date, Coopers & Lybrand L.L.P.
("Coopers") shall have furnished to the Purchaser a letter or letters
(which may refer to letters previously delivered to the Purchaser),
dated as of the Closing Date, in form and substance reasonably
satisfactory to the Purchaser, confirming that they are independent
accountants within the meaning of the Act and the Rules and
Regulations, and with respect to the financial and other statistical
and numerical information contained in the Registration Statement. In
addition, at the time this Agreement is executed, Coopers shall have
furnished to the Purchaser a letter or letters, dated the date of this
Agreement, in form and substance reasonably satisfactory to the
Purchaser, to the effect set forth in this subparagraph (e).
(f) Subsequent to the respective dates of the
Registration Statement and the Final Prospectus, there shall not have
been any material adverse change in the condition (financial or
other), earnings, business or properties of the Company and its
Subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth
in or contemplated in the Final Prospectus.
(g) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certificates and
documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Purchaser and its counsel, this Agreement and all
obligations of the Purchaser hereunder may be canceled at, or at any time prior
to, the Closing Date by the Purchaser. Notice of such cancellation shall be
given to the Company in writing or by telephone or telegraph confirmed in
writing.
6. Expenses. (a) The Company will pay all costs and expenses
incident to the performance of its obligations under this Agreement, whether or
not the transactions contemplated herein are consummated or this Agreement is
terminated pursuant to Section 9 hereof, including, without limitation, all
costs and expenses incident to (i) the printing or other production of all
documents with respect to the transactions, including any costs of printing the
Registration Statement, the Basic Prospectus and the Final Prospectus and any
amendment or supplement thereto, this Agreement and any blue sky memoranda,
(ii) all arrangements relating to the delivery to the Purchaser of copies of
the foregoing documents, (iii) the fees and disbursements of the counsel,
accountants and any other experts or advisors retained by the Company, (iv)
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<PAGE> 20
preparation, issuance and delivery to the Purchaser of any certificates
evidencing the Shares, including transfer agent's and registrar's fees, (v) the
qualification of the Shares under state securities and blue sky laws, including
filing fees and the reasonable fees and disbursements of counsel for the
Purchaser relating thereto, (vi) the filing fees of the Commission and the NASD
relating to the Shares, (vii) the listing of the Shares on the American Stock
Exchange and (viii) meetings with prospective investors in the Shares (other
than as shall have been specifically approved by the Purchaser to be paid for
by the Purchaser).
(b) Whether or not the transactions contemplated by this
Agreement are consummated or if this Agreement shall be terminated by the
Company (other than a breach by the Purchaser) pursuant to any of the
provisions hereof, the Company will reimburse the Purchaser for all of its
accountable out-of-pocket fees and expenses (including the reasonable fees,
disbursements and other charges of its counsel up to $100,000) incurred by it
in connection herewith.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless the
Purchaser and each of its partners, directors, officers, associates,
affiliates, subsidiaries, employees, consultants, attorneys and agents, and
each person, if any, who controls the Purchaser or any of such affiliates
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several,
to which the Purchaser or any of such indemnified persons may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in (A) the registration statement originally filed with respect to
the Shares or any amendment thereto, the Prospectus or any amendment or
supplement thereto or (B) any application or other document, or any amendment
or supplement thereto, executed by the Company or based upon written
information furnished by or on behalf of the Company filed in any jurisdiction
in order to qualify the Shares under the securities or blue sky laws thereof or
filed with the Commission or any securities association or securities exchange
(each an "Application") or (ii) the omission or alleged omission to state in
such registration statement or any amendment thereto, the Prospectus or any
amendment or supplement thereto, or any Application a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse, as incurred, each such indemnified party for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however,
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<PAGE> 21
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Purchaser specifically for use
in connection with the preparation thereof, (ii) such indemnity with respect to
the Basic Prospectus shall not inure to the benefit of the Purchaser (or any
such indemnified person) from whom the person asserting any such loss, claim,
damage or liability purchased the Shares which are the subject thereof if such
person did not receive a copy of the Final Prospectus (or the Final Prospectus
as amended or supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such Shares to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as amended or
supplemented), unless such failure was the result of noncompliance by the
Company with Section 4(b) hereof, and (iii) such indemnity shall not cover any
such loss, claim, damage or liability which is held in a final judgment of a
court to have arisen out of the gross negligence or willful misconduct of the
Purchaser. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) The Purchaser agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity in subsections (i) and (ii) from the Company
to the Purchaser, but only with reference to written information relating to
the Purchaser furnished to the Company by or on behalf of the Purchaser
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which the Purchaser may otherwise have. The Company acknowledges that
for all purposes of this Agreement the statements set forth in the last
paragraph of the cover page and under the heading "Underwriting" or "Plan of
Distribution" in the Final Prospectus constitute the only information furnished
in writing by or on behalf of the Purchaser for inclusion in the documents
referred to in the foregoing indemnity, and the Purchaser confirms that such
statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any
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<PAGE> 22
indemnified party otherwise than under this Section 7. In case any such action
is brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate therein, and, to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Purchaser in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii). After such notice from the
indemnifying party to such indemnified party, the indemnifying party will not
be liable for the costs and expenses of any settlement of such action effected
by such indemnified party without the consent of the indemnifying party, unless
such indemnified party expressly waived its rights under this Section 7 in
which case the indemnified party may effect such a settlement without such
consent.
(d) In circumstances in which the indemnity agreement
provided for in the preceding paragraphs of this Section 7 is unavailable or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to
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<PAGE> 23
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Shares or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by the Company on the one hand and the
Purchaser on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) received by the
Company bear to the total commissions received by the Purchaser. The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Purchaser, the parties' relative intents,
knowledge, access to information and opportunity to correct or prevent such
statement or omission, and any other equitable considerations appropriate in
the circumstances. The Company and the Purchaser agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the first sentence of this
paragraph (d). Notwithstanding any other provision of this paragraph (d), the
Purchaser shall not be obligated to make contributions hereunder that in the
aggregate exceed the total commissions received by it with respect to the
Shares purchased under this Agreement, less the aggregate amount of any damages
that the Purchaser has otherwise been required to pay in respect of the same or
any substantially similar claim, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any,
who controls the Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act shall have the same rights to contribution as
the Purchaser, and each director of the Company, each officer of the Company
who signed the Registration Statement, each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, shall have the same rights to contribution as the Company.
8. [RESERVED]
9. Termination. This Agreement may be terminated with respect to
the Shares in the sole judgment of the Purchaser, by notice given to the
Company prior to delivery of and payment for
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<PAGE> 24
the Shares and the Warrants, if prior to such time (i) trading in any of the
equity securities of the Company shall have been suspended by the Commission or
by an exchange that lists the securities or the Common Stock or trading in
securities generally on the American Stock Exchange or the International Stock
Exchange of the United Kingdom and the Republic of Ireland, Limited shall have
been suspended or limited or minimum or maximum prices shall have been
generally established on any such exchanges, or additional material
governmental restrictions, not in force on the date of this Agreement, shall
have been imposed upon trading in securities generally by any of such exchanges
or by order of the Commission or any court on other governmental authority,
(ii) a banking moratorium shall have been declared by New York, United Kingdom
or United States authorities or (iii) there shall have occurred any material
adverse change in the financial or securities markets in the United States or
the United Kingdom or any outbreak or material escalation of hostilities or
declaration by the United States or the United Kingdom of a national emergency
or war or other calamity or crisis, the effect of any which is such as to make
it, in the judgment of the Purchaser, impracticable or inadvisable to market
the Shares on the terms and in the manner contemplated by the Final Prospectus.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of the Purchaser set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Purchaser or the Company or any of
the partners, directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys, agents or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for the Shares. The
provisions of Section 6 and 7 hereof and this Section 10 shall survive the
termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Purchaser, shall be mailed,
delivered or telecopied and confirmed in writing to NatWest Securities Limited,
135 Bishopsgate, London EC2M 3XT, England, Attn: Mr. Melvyn Rowe, with a copy
to: Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, Attn: James R. Tanenbaum, Esq.; or, if sent to the Company, will be
mailed, delivered or telecopied and confirmed in writing to it at Canyon
Resources Corporation, 14142 Denver West Parkway, Suite 250, Golden, Colorado
80401, attention of the Company's President, with a copy to: Parcel, Mauro,
Hultin & Spaanstra, P.C., 1801 California Street, Suite 3600, Denver, Colorado
80202, Attn: Leslie B. Speed, Esq.
12. Successors. This Agreement shall inure to the benefit of and
shall be binding upon the Purchaser, the Company and their respective
successors and legal representatives, and nothing
-24-
<PAGE> 25
expressed or mentioned in this Agreement is intended or shall be construed to
give any other person any legal or equitable right, remedy or claim under or in
respect of this Agreement, or any provisions herein contained, this Agreement
and all conditions and provisions hereof being intended to be and being for the
sole and exclusive benefit of such persons and for the benefit of no other
person except that (i) the indemnities of the Company contained in Section 7 of
this Agreement shall also be for the benefit of any person or persons who
control the Purchaser within the meaning of Section 15 of the Act and (ii) the
indemnities of the Purchaser contained in Section 7 of this Agreement shall
also be for the benefit of the directors of the Company, the officers of the
Company who have signed the Registration Statement and any person or persons
who control the Company within the meaning of Section 15 of the Act. No
purchaser of Shares from the Purchaser shall be deemed a successor because of
such purchase.
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
-25-
<PAGE> 26
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Purchaser.
Very truly yours,
CANYON RESOURCES CORPORATION
By:
-------------------------------
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first above-mentioned.
NATWEST SECURITIES LIMITED
By:
---------------------------
Name:
Title:
-26-
<PAGE> 27
SCHEDULE I
<TABLE>
<CAPTION>
Percent Owned by
Subsidiary the Company
- ---------- ----------------
<S> <C>
Minera Hispaniola, S.A. . . . . . . . . . . . . . . 40
Canyon Resources Africa Ltd. . . . . . . . . . . . 90
Canyon Resources Venezuela, C.A. . . . . . . . . . 90
Canyon Resources Tanzania . . . . . . . . . . . . . 90
</TABLE>
Security Interests, Etc.
The outstanding shares of capital stock of CR Briggs Corporation owned by the
Company have been pledged as collateral under the Loan Agreement dated December
6, 1995, between CR Briggs Corporation and Banque Paribas as Agent.
-I-
<PAGE> 1
EXECUTION COPY
EXHIBIT 4.1
WARRANT AGREEMENT
By and Between
CANYON RESOURCES CORPORATION
and
NATWEST SECURITIES LIMITED
Dated as of June 5, 1997
<PAGE> 2
WARRANT AGREEMENT
WARRANT AGREEMENT dated as of June 5, 1997 by and between
CANYON RESOURCES CORPORATION, a Delaware corporation (the "Company"), and
NATWEST SECURITIES LIMITED (the "Purchaser") (the Company and the Purchaser are
referred to collectively herein as the "Parties").
The Company proposes to issue to the Purchaser warrants as
hereinafter described (the "Warrants") to purchase up to an aggregate of
278,182 shares of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), subject to adjustment as provided in Section 8 hereof (such
278,182 shares, as adjusted, being hereinafter referred to as the "Shares"),
each Warrant entitling the holder ("Holder") thereof to purchase one share of
Common Stock. All capitalized terms used herein and not otherwise defined
herein shall have the same meanings as in that certain purchase agreement, of
even date herewith, by and between the Company and the Purchaser (the "Purchase
Agreement").
NOW, THEREFORE, in consideration of the following promises and
mutual agreements and for other good and valuable consideration, the Parties
agree as follows:
1. Issuance of Warrants; Form of Warrant. On the Closing Date
the Company will issue, sell and deliver the Warrants to the Purchaser or its
bona fide officers for an aggregate price of $100. The form of the Warrant and
of the form of election to purchase Shares to be attached thereto shall be
substantially as set forth on Exhibit A attached hereto. The Warrants shall be
executed on behalf of the Company by the manual or facsimile signature of the
present or any future President or any Vice President of the Company, under its
corporate seal, affixed or in facsimile, and attested by the manual or
facsimile signature of the present or any future Secretary or Assistant
Secretary of the Company.
2. Registration. The Warrants shall be numbered and shall be
registered in a Warrant register (the "Warrant Register"). The Company shall be
entitled to treat the registered holder of any Warrant on the Warrant Register
as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person, and shall not be liable for any registration or
transfer of Warrants which are registered or are to be registered in the name
of a fiduciary or the nominee of a fiduciary unless made with the actual
knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with such knowledge of such facts
that its participation therein amounts to bad
1
<PAGE> 3
faith. The Warrants shall be registered initially in the name of the Purchaser
in such denominations as the Purchaser may request in writing from the Company;
provided, however, that the Purchaser may designate that all or a portion of
the Warrants be issued in varying amounts directly to its bona fide officers
and not to the Purchaser. Such designation will only be made by the Purchaser
if it determines that such issuances would not violate the interpretation of
the Board of Governors of the National Association of Securities Dealers, Inc.
(the "NASD"), relating to the review of corporate financing arrangements.
3. Transfer of Warrants. The Warrants will not be sold,
transferred, assigned or hypothecated, in part or in whole, prior to the first
anniversary of the date of this Warrant Agreement, and thereafter to directors
and bona fide officers of the Purchaser or its affiliates upon written request
to the Company delivered in accordance with Section 13 and upon delivery of the
Warrant Certificate duly endorsed by the Holder or by its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer. In all cases of transfer by an attorney,
the original power of attorney, duly approved, or an official copy thereof,
duly certified, shall be deposited with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be
required to be deposited with the Company in its discretion. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants
to the persons entitled thereto. Any of the Warrants may be exchanged at the
option of its Holder for other Warrants of different denominations, of like
tenor and representing in the aggregate the right to purchase a like number of
shares of Common Stock upon surrender to the Company or its duly authorized
agent. The Company may require payment of a sum sufficient to cover all taxes
and other governmental charges that may be imposed in connection with any
voluntary transfer, exchange or other disposition of the Warrants. However, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person, if such transfer would violate the Securities Act of 1933,
as amended (the "Act"), or applicable state securities laws.
4. Term of Warrants; Exercise of Warrants.
(a) Term of Warrants. Each Warrant entitles the
registered owner thereof to purchase one Share at a purchase price of
$4.05 per Share (as adjusted from time to time pursuant to the
provisions hereof, the "Exercise Price") at any time from the first
anniversary of the date of this Warrant Agreement until 5:00 p.m., New
York City time, on June 5, 2000 (the "Warrant Expiration Date").
2
<PAGE> 4
(b) Exercise of Warrants. The Exercise Price and the
Shares issuable upon exercise of Warrants are subject to adjustment
upon the occurrence of certain events, pursuant to the provisions of
Section 8 of this Agreement. Subject to the provisions of this
Agreement, and in addition to the right to surrender Warrants without
any cash payment as set forth in subsection (c) below, each Holder
shall have the right, which may be exercised as set forth in such
Warrants, to purchase from the Company (and the Company shall issue
and sell to such Holder) the number of fully paid and nonassessable
Shares specified in such Warrants, upon surrender to the Company, or
its duly authorized agent, of such Warrants, with the form of election
to purchase attached thereto duly completed and signed, with
signatures guaranteed by an eligible guarantor institution
participating in an approved signature guarantee medallion program and
upon payment to the Company of the Exercise Price, as adjusted in
accordance with the provisions of Section 8 of this Agreement, for the
number of Shares in respect of which such Warrants are then exercised.
No adjustment shall be made for any dividends on any Shares issuable
upon exercise of a Warrant. Upon each surrender of Warrants and
payment of the Exercise Price, the Company shall issue and cause to be
delivered with all reasonable dispatch, but in no event later than
three trading days following such surrender, to or upon the written
order of the Holder of such Warrants and in such name or names as such
Holder may designate, a certificate or certificates for the number of
full Shares so purchased upon the exercise of such Warrants, together
with cash, as provided in Section 9 of this Agreement, in respect of
any fractional Shares otherwise issuable upon such surrender. Such
certificate or certificates shall be deemed to have been issued and
any person so designated to be named therein shall be deemed to have
become a holder of record of such Shares as of the date of the
surrender of Warrants and payment of the Exercise Price as aforesaid;
provided, however, that if, at the date of surrender of such Warrants,
the transfer books for the Common Stock or other class of securities
issuable upon the exercise of such Warrants shall be closed, the
certificates for the Shares shall be issuable as of the date on which
such books shall next be opened (whether before, on or after the
Warrant Expiration Date) and until such date the Company shall be
under no duty to deliver any certificate for such Shares; provided,
further, however, that the transfer books of record, unless otherwise
required by law, shall not be closed at any one time for a period
longer than twenty (20) days. The rights of purchase represented by
the Warrants shall be exercisable, at the election of the Holder(s)
thereof, either in full or from time to time in part and, in the event
that any Warrant is exercised in respect of less than all of the
Shares issuable upon such exercise at any
3
<PAGE> 5
time prior to the Warrant Expiration Date, a new Warrant or Warrants
will be issued for the remaining number of Shares specified in the
Warrant so surrendered.
(c) Payment of Exercise Price. Payment of the
Exercise Price may be made in cash or by certified check or official
bank check payable to the order of the Company. In addition and in
lieu of any cash payment, the Holder of the Warrants shall have the
right at any time and from time to time to exercise the Warrants in
full or in part by surrendering the Warrants in exchange for the
number of Shares equal to the product of (x) the number of shares as
to which the Warrants are being exercised multiplied by (y) a
fraction, the numerator of which is the Market Price (as defined
below) of the Shares less the Exercise Price and the denominator of
which is such Market Price; provided, however, that such right of
exchange shall only exist if the shares of Common Stock to be acquired
in such exchange constitute "restricted securities," as such term is
defined in Rule 144 under the Act, and such shares of Common Stock are
not subject to a registration statement under the Act effective at the
time of exercise of the Warrants. Solely for the purposes of this
paragraph, "Market Price" shall be the average last reported sale
price of the Common Stock as calculated over the five (5) trading day
period preceding the date on which the Election to Purchase is
surrendered to the Company.
5. Payment of Taxes. The Company will pay all documentary
stamp taxes, if any, attributable to the issuance of Shares upon the exercise
of Warrants; provided, however, that the Company shall not be required to pay
any taxes payable in respect of any transfer involved in the issue or delivery
of any certificates for Shares in a name other than that of the Holder of
Warrants in respect of which such Shares are issued.
6. Mutilated or Missing Warrants. In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, the Company shall issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent right or
interest, but only upon receipt of evidence reasonably satisfactory to the
Company of such mutilation, loss, theft or destruction of such Warrant and
indemnity, if requested, reasonably satisfactory to the Company. An applicant
for such substitute Warrants shall also comply with such other reasonable
regulations and pay such other reasonable charges and expenses as the Company
may prescribe.
7. Reservation of Shares, etc. The Company has reserved, and
shall at all times keep reserved, out of the
4
<PAGE> 6
authorized and unissued Common Stock, a number of shares of Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
the outstanding Warrants. American Securities Transfer and Trust, Inc.,
transfer agent for the Common Stock (the "Transfer Agent"), and any subsequent
transfer agent for the Company's securities issuable upon the exercise of the
Warrants will be irrevocably authorized and directed at all times until the
Warrant Expiration Date to reserve such number of authorized and unissued
shares as shall be required for such purpose. The Company will keep a copy of
this Agreement on file with the Transfer Agent and with every subsequent
transfer agent for any shares of the Company's securities issuable upon the
exercise of the Warrants. The Company will supply the Transfer Agent or any
subsequent transfer agent with duly executed certificates for such purpose and
will itself provide or make available any cash distributable as provided in
Section 9 of this Agreement. All Warrants surrendered in the exercise of the
rights thereby evidenced shall be cancelled, and such cancelled Warrants shall
constitute sufficient evidence of the number of Shares that have been issued
upon the exercise of such Warrants. No shares of Common Stock shall be subject
to reservation in respect of unexercised Warrants after the Warrant Expiration
Date.
8. Adjustments of Exercise Price and Number of Shares. The
Exercise Price and the number and kind of securities issuable upon exercise of
each Warrant shall be subject to adjustment from time to time upon the
happening of certain events, as follows:
(a) If the Company (i) declares a dividend on its
Common Stock in shares of Common Stock or makes a distribution in
shares of Common Stock, (ii) subdivides its outstanding shares of
Common Stock, (iii) combines its outstanding shares of Common Stock
into a smaller number of shares of Common Stock or (iv) issues by
reclassification of its shares of Common Stock other securities of the
Company (including any such reclassification in connection with a
consolidation or merger in which the Company is the surviving entity),
the number of Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder of each
Warrant shall be entitled to receive the kind and number of Shares or
other securities of the Company which he would have owned or have been
entitled to receive after the happening of any of the events described
above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. An
adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event retroactive to
immediately after the record date, if any, for such event.
5
<PAGE> 7
(b) If the Company issues rights, options or
warrants to all holders of its shares of Common Stock, without any
charge to such holders, entitling them (for a period expiring within
45 days after the record date mentioned below in this paragraph (b))
to subscribe for or to purchase shares of Common Stock at a price per
share lower than the then current market price per share of Common
Stock at the record date mentioned below (as defined in paragraph (d)
below), the number of Shares thereafter purchasable upon exercise of
each Warrant shall be determined by multiplying the number of Shares
theretofore purchasable upon exercise of each Warrant by a fraction,
of which the numerator shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares
of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding
on such record date plus the number of shares which the aggregate
offering price of the total number of shares of Common Stock so
offered would purchase at the then current market price per share of
Common Stock. Such adjustment shall be made whenever such rights,
options or warrants are issued, and shall become effective
retroactively to immediately after the record date for the
determination of shareholders entitled to receive such rights, options
or warrants.
(c) If the Company distributes to all holders of
its shares of Common Stock shares of stock other than Common Stock or
evidences of its indebtedness or assets (excluding cash dividends
payable out of consolidated earnings or retained earnings and
dividends or distributions referred to in paragraph (a) above) or
rights, options or warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common
Stock (excluding those referred to in paragraph (b) above), then in
each case the number of Shares thereafter issuable upon the exercise
of each Warrant shall be determined by multiplying the number of
Shares theretofore issuable upon the exercise of each Warrant, by a
fraction, of which the numerator shall be the current market price per
share of Common Stock (as defined in paragraph (d) below) on the
record date mentioned below in this paragraph (c), and of which the
denominator shall be the current market price per share of Common
Stock on such record date, less the then fair value (as determined in
good faith by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the shares of
stock other than Common Stock or assets or evidences of indebtedness
so distributed or of such subscription rights, options or warrants, or
of such convertible or exchangeable securities applicable to one share
of Common Stock. Such adjustment shall be made whenever any such
distribution is made, and
6
<PAGE> 8
shall become effective on the date of distribution retroactive to
immediately after the record date for the determination of
shareholders entitled to receive such distribution.
(d) For the purpose of any computation under
paragraphs (b) and (c) of this Section 8, the current market price per
share of Common Stock at any date shall be the average of the daily
closing prices for fifteen (15) consecutive trading days commencing
twenty (20) trading days before the date of such computation. The
closing price for each day shall be the last reported sale price
regular way or, in case no such reported sale takes place on such day,
the average of the closing bid and asked prices regular way for such
day, in either case on the principal national securities exchange on
which the shares are listed or admitted to trading, or if they are not
listed or admitted to trading on any national securities exchange, but
are traded in the over-the-counter market, the closing sale price of
the Common Stock or, in case no sale is publicly reported, the average
of the representative closing bid and asked quotations for the Common
Stock, on the NASDAQ system or any comparable system, or if the Common
Stock is not listed on the NASDAQ system or a comparable system, the
closing sale price of the Common Stock or, in case no sale is publicly
reported, the average of the closing bid and asked prices as furnished
by two members of the NASD selected from time to time by the Company
for that purpose.
(e) No adjustment in the number of Shares
purchasable hereunder shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the
number of Shares purchasable upon the exercise of each Warrant;
provided, however, that any adjustments which by reason of this
paragraph (e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment but not later than
three years after the happening of the specified event or events. All
calculations shall be made to the nearest one thousandth of a share.
(f) Whenever the number of Shares purchasable
upon exercise of each Warrant is adjusted, as herein provided, the
Exercise Price shall be adjusted by multiplying the Exercise Price in
effect immediately prior to such adjustment by a fraction, of which
the numerator shall be the number of Shares purchasable upon the
exercise of each Warrant immediately prior to such adjustment, and of
which the denominator shall be the number of Shares so purchasable
immediately thereafter.
7
<PAGE> 9
(g) For the purpose of this Section 8, the term
"shares of Common Stock" shall mean (i) the class of stock designated
as the Common Stock of the Company at the date of this Agreement or
(ii) any other class of stock resulting from successive changes or
reclassifications of such shares consisting solely of changes in par
value, or from no par value to par value, or from par value to no par
value. If at any time, as a result of an adjustment made pursuant to
paragraph (a) above, the Holders become entitled to purchase any
shares of capital stock of the Company other than shares of Common
Stock, thereafter the number of such other shares so purchasable upon
exercise of each Warrant and the Exercise Price of such shares shall
be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the
Shares contained in paragraphs (a) through (f), inclusive, and
paragraphs (h) through (m), inclusive, of this Section 8, and the
provisions of Sections 4, 5, 7 and 10, with respect to the Shares,
shall apply on like terms to any such other shares.
(h) Upon the expiration of any rights, options, warrants
or conversion rights or exchange privileges, if any thereof have not
been exercised, the Exercise Price and the number of shares of Common
Stock purchasable upon the exercise of each Warrant shall, upon such
expiration, be readjusted and shall thereafter be such as it would
have been had it originally been adjusted (or had the original
adjustment not been required, as the case may be) as if (i) the only
shares of Common Stock so issued were the shares of Common Stock, if
any, actually issued or sold upon the exercise of such rights,
options, warrants or conversion rights or exchange privileges and (ii)
such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise plus
the aggregate consideration, if any, actually received by the Company
for the issuance, sale or grant of all of such rights, options,
warrants or conversion rights or exchange privileges whether or not
exercised; provided, however, that no such readjustment shall have the
effect of decreasing the number of shares issuable upon the exercise
of each Warrant or increasing the Exercise Price by an amount in
excess of the amount of the adjustment initially made in respect of
the issuance, sale or grant of such rights, options, warrants or
conversion rights or exchange privileges.
(i) The Company may, at its option at any time
during the term of the Warrants, reduce the then current Exercise
Price for all Warrants to any amount deemed appropriate by the Board
of Directors of the Company. Such reduction may be for all or any
portion of the remaining term of the Warrants; provided, that the
expiration of the
8
<PAGE> 10
reduction may not be less than 30 days following the mailing of the
notice required by paragraph (j) below.
(j) Whenever the number of Shares issuable upon
the exercise of each Warrant or the Exercise Price of such Shares is
adjusted, as herein provided, the Company shall promptly mail by first
class mail, postage prepaid, to each Holder notice certified by its
Chief Financial Officer of such adjustment or adjustments. Such notice
shall set forth the number of Shares issuable upon the exercise of
each Warrant and the Exercise Price of such Shares after such
adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such
adjustment was made. Such certificate shall be conclusive as to the
correctness of such adjustment and each Holder shall have the right to
inspect such certificate during reasonable business hours.
(k) Except as provided in this Section 8, no
adjustment in respect of any dividends shall be made during the term
of a Warrant or upon the exercise of a Warrant.
(l) If the Company consolidates with or merges
into another corporation or if the Company sells or conveys all or
substantially all its property to another corporation, the Company or
such successor or purchasing corporation (or an affiliate of such
successor or purchasing corporation), as the case may be, agrees that
each Holder shall have the right thereafter upon payment of the
Exercise Price in effect immediately prior to such action to purchase
upon exercise of each Warrant the kind and amount of shares and other
securities and property (including cash) which such Holder would have
owned or been entitled to receive after the happening of the
consolidation, merger, sale or conveyance had such Warrant been
exercised immediately prior to such action. The provisions of this
paragraph (l) shall apply to successive consolidations, mergers, sales
or conveyances.
(m) Notwithstanding any adjustment in the
Exercise Price or the number or kind of shares purchasable upon the
exercise of the Warrants pursuant to this Agreement, certificates for
Warrants issued prior or subsequent to such adjustment may continue to
express the same price and number and kind of Shares as are initially
issuable pursuant to this Agreement.
9. Fractional Interests. The Company shall not be required to
issue fractions of Shares on the exercise of Warrants. If more than one Warrant
is presented for exercise in full at the same time by the same Holder, the
number of Shares issuable upon the exercise thereof shall be computed on the
basis
9
<PAGE> 11
of the aggregate number of Shares issuable on exercise of the Warrants so
presented. If any fraction of a Share would, except for the provisions of this
Section 9, be issuable on the exercise of any Warrant (or specified portions
thereof), the Company shall purchase such fraction for an amount in cash equal
to the same fraction of the current market price per share of Common Stock
(determined as provided in Section 8(d) of this Agreement) on the date of
exercise.
10. Registration Rights.
(a) Demand Registration Rights. The Company covenants and
agrees with the Purchaser and any other or subsequent Holders of the
Registrable Securities (as defined in paragraph (f) of this Section 10) that,
subject to the availability of audited financial statements complying with
Regulation S-X under the Act, upon written request of the then Holder(s) of at
least a majority of the Warrants or the Registrable Securities, or both, which
were originally issued to the Purchaser or its designees, made at any time
within the period commencing one year and ending five years after the date of
this Agreement, the Company will file as promptly as practicable and, in any
event, within 60 days after receipt of such written request, at its expense
(other than the fees of counsel and sales commissions for such Holders), no
more than once, a new registration statement under the Act, registering or
qualifying the Registrable Securities for sale. Within fifteen (15) days after
receiving any such notice, the Company shall give notice to the other Holders
of the Registrable Securities advising that the Company is proceeding with such
registration statement and offering to include the Registrable Securities of
such Holders. The Company shall not be obligated to any other such Holder
unless that other Holder accepts such offer by notice in writing to the Company
within ten (10) days thereafter. The Company will use its best efforts,
through its officers, directors, auditors and counsel in all matters necessary
or advisable, to file and cause such registration statement to become effective
as promptly as practicable (but in no event later than 90 days following the
initial filing of such registration statement) and to file amendments or
supplements to such registration statement and for a period of 24 months
thereafter to reflect in the registration statement financial statements which
are prepared in accordance with Section 10(a)(3) of the Act and any facts or
events arising that, individually, or in the aggregate, represent a fundamental
or material change in the information set forth in the registration statement
to enable any Holders of the Warrants to exercise such Warrants and sell
Shares, or to enable any holders of Shares to sell such Shares, during the
period required by Section 10(a)(3). If any registration pursuant to this
paragraph (a) is an underwritten offering, the Holders of a majority of the
Registrable Securities to be included in such registration shall be entitled to
select the underwriter or managing underwriter (in the case of a
10
<PAGE> 12
syndicated offering) of such offering, subject to the Company's approval which
shall not be unreasonably withheld; provided, however, the Company may delay
the proposed filing date of such registration statement for up to 90 days, if
the company determines, in its good faith judgment, that the filing of such
registration statement would interfere with a material acquisition involving
the Company.
(b) Piggyback Registration Rights. The Company covenants
and agrees with the Purchaser and any other Holders or subsequent Holders of
the Registrable Securities that if, at any time within the period commencing
one year and ending five years after the date of this Agreement, it proposes to
file a registration statement with respect to any class of equity or
equity-related security (other than in connection with an offering to the
Company's employees or in connection with an acquisition, merger or similar
transaction) under the Act in a primary registration on behalf of the Company
and/or in a secondary registration on behalf of holders of such securities and
the registration form to be used may be used for registration of the
Registrable Securities, the Company will give prompt written notice (which, in
the case of a registration statement or notification pursuant to the exercise
of demand registration rights other than those provided in Section 10(a) of
this Agreement, shall be within ten (10) business days after the Company's
receipt of notice of such exercise and, in any event, at least 30 days prior to
such filing) to the Holders of Registrable Securities (regardless of whether
some of the Holders have theretofore availed themselves of the right provided
in Section 10(a) of this Agreement) at the addresses appearing on the records
of the Company of its intention to file a registration statement and will offer
to include in such registration statement any of the Registrable Securities
subject to paragraphs (i) and (ii) of this paragraph (b), such number of
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within ten (10) days after the giving of notice
by the Company. All registrations requested pursuant to this paragraph (b) are
referred to herein as "Piggyback Registrations". All Piggyback Registrations
pursuant to this paragraph (b) will be made solely at the Company's expense
(other than as provided in Section 10(d) hereof). This paragraph is not
applicable to a registration statement filed by the Company with the Commission
on Forms S-4 or S-8 or any successor forms.
(i) Priority on Primary Registrations. If a
Piggyback Registration includes an underwritten primary registration
for the Company, and the underwriter(s) for such offering determine in
good faith and advise the Company in writing that in their opinion the
number of Registrable Securities requested to be included in such
registration exceeds the number that can be sold in such offering
without
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<PAGE> 13
materially adversely affecting the distribution of such securities by
the Company, the Company will include in such registration (A) first,
the securities that the Company proposes to sell and (B) second, the
Registrable Securities requested to be included in such registration,
apportioned pro rata among the Holders of Registrable Securities,
provided, however, the Company will use its best efforts to include
not less than 20% of the Registrable Securities requested to be
included therein, and (C) third, securities of the holders of other
securities requesting registration.
(ii) Priority on Secondary Registrations. If a Piggyback
Registration consists only of an underwritten secondary registration
for holders of securities of the Company (other than pursuant to
Section 10(a)), and the underwriter(s) for such offering advise the
Company in writing that in their opinion the number of Registrable
Securities requested to be included in such registration exceeds the
number which can be sold in such offering without materially adversely
affecting the distribution of such securities by the Company, the
Company will include in such registration (A) first, the securities
requested to be included therein by the holders requesting such
registration and the Registrable Securities requested to be included
in such registration, pro rata among all such holders on the basis of
the number of shares requested to be included by each such holder,
provided, however, the Company will use its best efforts to include
not less than 20% of the Registrable Securities requested to be
included therein, and (B) second, other securities requested to be
included in such registration.
Notwithstanding the foregoing, if any such underwriter
determines in good faith and advises the Company in writing that the
distribution of the Registrable Securities requested to be included in the
registration concurrently with the securities being registered by the Company
would materially adversely affect the distribution of such securities by the
Company, then the Holders of such Registrable Securities shall delay their
offering and sale for such period ending on the earliest of (1) 90 days
following the effective date of the Company's registration statement, (2) the
day upon which the underwriting syndicate, if any, for such offering has been
disbanded or, (3) such date as the Company, managing underwriter and Holders of
Registrable Securities otherwise agree. If such a delay occurs, the Company
shall file such supplements, post-effective amendments and take any other steps
necessary to permit such Holders to make their proposed offering and sale for a
period of 180 days immediately following the end of such delay. If any party
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to the Company, the underwriter, and the Purchaser.
However, the Company shall not be required to
12
<PAGE> 14
file a registration statement to include Shares pursuant to this Section 10(b)
if independent counsel, reasonably satisfactory to counsel for the Company and
counsel for the Purchaser, renders an opinion to the Company that the Shares
proposed to be disposed of may be transferred pursuant to the provisions of
Rule 144 under the Act or otherwise without registration under the Act.
(c) Other Registration Rights. In addition to the rights
above provided, the Company will cooperate with the then Holders of the
Registrable Securities in preparing and signing any registration statement, in
addition to the registration statements discussed above, required in order to
sell or transfer the Registrable Securities and will supply all information
required therefor, but such additional registration statement, shall be at the
then Holders' cost and expense; provided, however, that if the Company elects
to register or qualify additional shares of Common Stock, the cost and expense
of such registration statement will be pro rated between the Company and the
Holders of the Registrable Securities according to the aggregate sales price of
the securities being issued. However, the Company will not be required to file
a registration statement pursuant to this paragraph (c), (i) at a time when the
audited financial statements required to be included therein are not available,
which time shall be limited to the period commencing 45 days after the end of
the Company's last fiscal year and ending 90 days after the end of such fiscal
year, or (ii) within 90 days after completion of a public offering by the
Company of any of its Common Stock or equity-related securities or (iii) if it
would adversely impact the Company in its capital raising plans or otherwise
(in which latter case filing may be delayed no longer than 120 days).
(d) Action to be Taken by the Company. In connection with
the registration of Registrable Securities in accordance with paragraphs (a),
(b) or (c) of this Section 10, the Company agrees to:
(i) Bear the expenses of any registration or
qualification under paragraphs (a) or (b) of this Section 10,
including, but not limited to, legal, accounting and printing fees;
provided, however, that in no event shall the Company be obligated to
pay (A) any fees and disbursements of special counsel for Holders of
Registrable Securities, or (B) any underwriters' discount or
commission in respect of such Registrable Securities, (C) any stock
transfer taxes attributable to the sale of the Registrable Securities,
or (D) upon the exercise of any demand registration right provided for
in paragraph (a) of this Section 10, the cost of any liability or
similar insurance required by an underwriter, to the extent that such
costs are attributable solely to the offering of such Registrable
Securities, payment of which shall, in each case, be the sole
responsibility of the Holders of the Registrable Securities; and
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<PAGE> 15
(ii) Use its best efforts to register or qualify
the Registrable Securities for offer or sale under United States state
securities or Blue Sky laws of such jurisdictions in which the
Purchaser or such Holders shall reasonably request, provided, however,
that no qualification shall be required in any jurisdiction where, as
a result thereof, the Company would be subject to service of general
process or to taxation as a foreign corporation doing business in such
jurisdiction to which it is not then subject, and to do all other acts
necessary or advisable to enable the holders to consummate the
proposed sale, transfer or other disposition of such securities in any
jurisdiction.
(e) Action to be Taken by the Holders. In connection with
the registration of Registrable Securities in accordance with paragraphs (a),
(b) or (c) of this Section 10, the Company's obligation shall be conditioned as
to each such public offering upon a timely receipt by the Company in writing
of:
(i) Information as to the terms of such public
offering furnished by or on behalf of each Holder intending to make a
public offering of his or its Registrable Securities; and
(ii) Such other information as the Company may
reasonably require from such Holders, or any underwriter for any of
them, for inclusion in such Registration Statement.
(f) For purposes of this Section 10, (i) the term
"Holder" shall include holders of Shares, and (ii) the term "Registrable
Securities" shall mean the Shares, if issued.
11. Indemnification.
(a) Indemnification by the Company. In the event of any
registration of any Registrable Securities of the Company under the Securities
Act, the Company will, and hereby does, indemnify and hold harmless the
Holders, each other person who participates as an underwriter in the offering
or sale of such securities and each other person who controls any such
underwriter within the meaning of the Act, against any losses, claims, damages
or liabilities, joint or several, to which the Holders or any such underwriter
or controlling person may become subject under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Securities were
registered
14
<PAGE> 16
under the Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and the Company will
reimburse the Holders and each such underwriter and controlling person for any
reasonable legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, liability,
action or proceedings; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by the
Holder or any other person who participates as an underwriter in the offering
or sale of such securities, in either case, specifically stating that it is for
use in the preparation thereof, and provided, further, that the Company shall
not be liable to any person who participates as an underwriter in the offering
or sale of Registrable Securities or any other person, if any, who controls
such underwriter within the meaning of the Act in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such person's failure to send or give
a copy of the final prospectus or supplement to the persons asserting an untrue
statement or alleged untrue statement or omission or alleged omission at or
prior to the written confirmation of the sale of Registrable Securities to such
person if such statement or omission was corrected in such final prospectus or
supplement. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Holder or any such underwriter or
controlling person and shall survive the transfer of such securities by the
Holder.
(b) Indemnification by the Holder. Each Holder, severally
and not jointly, will, and hereby does, indemnify and hold harmless (in the
same manner and to the same extent as set forth in paragraph (a) of this
Section 11) the Company, each director of the Company, each officer of the
Company and each other person, if any, who controls the Company within the
meaning of the Act, and each other person who participates as an underwriter in
the offering or sale of such securities and each other person who controls any
such underwriter within the meaning of the Act, with respect to any untrue
statement or alleged untrue statement of a material fact in or omission or
alleged omission to state a material fact from such registration statement, any
preliminary prospectus, final prospectus or
15
<PAGE> 17
summary prospectus contained therein, or any amendment or supplement thereto,
if such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Holder specifically stating that it is for use
in the preparation of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of the Company or any such director, officer, or controlling
person and shall survive the transfer of such securities by such Holder.
12. Notices to Holders.
(a) Nothing in this Agreement or in any Warrants shall be
construed as conferring upon the Holders the right to vote or to receive
dividends or to consent or to receive notice as shareholders in respect of the
meetings of shareholders or the election of directors of the Company or any
other matter, or any rights whatsoever as shareholders of the Company;
provided, however, that in the event that a meeting of shareholders shall be
called to consider and take action on a proposal for the voluntary dissolution
of the Company, other than in connection with a consolidation, merger or sale
of all, or substantially all, of its property, assets, business and good will
as an entirety, the Company shall cause a notice thereof to be sent by
first-class mail, postage prepaid, at least twenty (20) days prior to the date
fixed as a record date or the date of closing the transfer books in relation to
such meeting, to each registered Holder of Warrants at such Holder's address
appearing on the Warrant Register; but failure to mail or to receive such
notice or any defect therein or in the mailing thereof shall not affect the
validity of any action taken in connection with such voluntary dissolution.
(b) If the Company intends to make any distribution on
its Common Stock (or other securities which may be issuable in lieu thereof
upon the exercise of Warrants), including, without limitation, any such
distribution to be made in connection with a consolidation or merger in which
the Company is the surviving entity, or to issue subscription rights or
warrants to holders of its Common Stock, the Company shall cause a notice of
its intention to make such distribution to be sent by first-class mail, postage
prepaid, at least twenty (20) days prior to the date fixed as a record date or
the date of closing the transfer books in relation to such distribution, to
each registered Holder of Warrants at such Holder's address appearing on the
Warrant Register, but failure to mail or to receive such notice or any defect
therein or in the mailing thereof shall not affect the validity of any action
taken in connection with such distribution.
16
<PAGE> 18
13. Notices. Any notice pursuant to this Agreement to be given
by the Holder of any Warrant or the holder of any Share to the Company shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed as follows or to such other address as the Company may designate by
notice given in accordance with this Section 13, to the Holders of Warrants or
the holders of Shares:
Canyon Resources Corporation
14142 Denver West Parkway
Suite 250
Golden, Colorado 80401
Attention: President
Notices or demands authorized by this Agreement to be given or
made by the Company to or on the Holder of any Warrant or the holder of any
Share shall be sufficiently given or made (except as otherwise provided in this
Agreement) if sent by first-class mail, postage prepaid, addressed to such
Holder or such holder of Shares at the address of such Holder or such holder of
Shares as shown on the Warrant Register or the books of the Company, as the
case may be.
14. Governing Law. This Agreement and each Warrant issued
hereunder shall be governed by and construed in accordance with the substantive
laws of the State of New York. For this Agreement, the Company hereby agrees to
accept service of process by notice given to it pursuant to the provisions of
Section 13.
15. Counterparts. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original;
but such counterparts together shall constitute one and the same instrument.
17
<PAGE> 19
IN WITNESS WHEREOF, the Parties have caused this Agreement to
be duly executed as of the day, month and year first above written.
CANYON RESOURCES CORPORATION
By:
------------------------------
Name:
-------------------------
Title:
------------------------
NATWEST SECURITIES LIMITED
By:
------------------------------
Name:
-------------------------
Title:
------------------------
18
<PAGE> 20
THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION IN RELIANCE UPON
EXEMPTIONS PROVIDED UNDER THE SECURITIES ACT AND EXEMPTIONS FROM REGISTRATION
AVAILABLE UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
No. ____ _____ Warrants
VOID AFTER 5:00 P.M. NEW YORK CITY TIME
ON JUNE 5, 2000
CANYON RESOURCES CORPORATION
Warrant Certificate
THIS CERTIFIES THAT for value received NatWest Securities Limited,
or registered assigns, is the owner of the number of Warrants set forth above,
each of which entitles the owner thereof to purchase at any time from June 5,
1998, until 5:00 p.m., New York City time on June 5, 2000 (the "Warrant
Expiration Date"), one fully paid and nonassessable share of common stock,
$0.01 par value per share (the "Common Stock"), of CANYON RESOURCES
CORPORATION, a Delaware corporation (the "Company"), at the purchase price of
$4.05 per share (as adjusted from time to time pursuant to the Warrant
Agreement referenced below, the "Exercise Price") upon presentation and
surrender of this Warrant Certificate with the Form of Election to Purchase
duly executed, as provided in the Warrant Agreement (defined below) together
with payment of the aggregate Exercise Price for the shares of Common Stock
being purchased. The number of Warrants evidenced by this Warrant Certificate
(and the number of shares which may be purchased upon exercise thereof) set
forth above, and the Exercise Price per share set forth above, are the number
and Exercise Price as of the date of original issuance of the Warrants, based
on the shares of Common Stock of the Company as constituted at such date. As
provided in the Warrant Agreement referred to below, the Exercise Price and the
number or kind of shares which may be purchased upon the exercise of the
Warrants evidenced by this Warrant Certificate are, upon the happening of
certain events, subject to modification and adjustment.
This Warrant Certificate is subject to, and entitled to the
benefits of, all of the terms, provisions and conditions of an agreement dated
as of June 5, 1997 (the "Warrant Agreement")
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<PAGE> 21
between the Company and NatWest Securities Limited, which Warrant Agreement is
hereby incorporated herein by reference and made a part hereof and to which
Warrant Agreement reference is hereby made for a full description of the
rights, limitations of rights, duties and immunities hereunder of the Company
and the holders of the Warrant Certificates. Copies of the Warrant Agreement
are on file at the principal office of the Company.
This Warrant Certificate, with or without other Warrant
Certificates, upon surrender at the principal office of the Company, may be
exchanged for another Warrant Certificate or Warrant Certificates of like tenor
and date evidencing Warrants entitling the holder to purchase a like aggregate
number of shares of Common Stock as the Warrants evidenced by the Warrant
Certificate or Warrant Certificates surrendered entitled such holder to
purchase. If this Warrant Certificate shall be exercised in part, the holder
hereof shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates for the number of whole Warrants not
exercised.
No fractional shares of Common Stock will be issued upon the
exercise of any Warrant or Warrants evidenced hereby, but in lieu thereof a
cash payment will be made, as provided in the Warrant Agreement.
No holder of this Warrant Certificate shall be entitled to vote,
receive dividends, subscription rights or be deemed the holder of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained in the Warrant
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issue of stock, reclassification of stock,
change of par value or change of stock to no par value, consolidation, merger,
conveyance, or otherwise) or, except as provided in the Warrant Agreement, to
receive notice of meetings, until the Warrant or Warrants evidenced by this
Warrant Certificate shall have been exercised and the Shares shall have become
deliverable as provided in the Warrant Agreement.
If this Warrant shall be surrendered for exercise within any
period during which the transfer books for the Company's Common Stock or other
class of stock purchasable upon the exercise of this Warrant are closed for any
purpose, the Company shall not be required to make delivery of certificates for
shares purchasable upon such exercise until the date of the reopening of said
transfer books, provided, however, that such books shall not be closed for
longer than a 20-day period, unless otherwise required by law.
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<PAGE> 22
IN WITNESS WHEREOF, CANYON RESOURCES CORPORATION has caused the
signature (or facsimile signature) of its President or Vice President and its
Secretary or Assistant Secretary to be printed hereon and its corporate seal
(or facsimile) to be printed hereon.
Dated June __, 1997
CANYON RESOURCES CORPORATION
By:
------------------------------
Name:
-------------------------
Title:
------------------------
Attest:
- ------------------------------
Name:
-------------------------
Title:
-----------------------
3
<PAGE> 23
FORM OF
ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificates.)
FOR VALUE RECEIVED __________________ hereby sells, assigns and
transfers unto ___________________ this Warrant Certificate, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ____________________, to transfer the within Warrant Certificate on the
books of the within-named Company, with full power of substitution.
Dated: ______________________, ____
___________________________________
Signature
Signature Guaranteed:
NOTICE
The signature on the foregoing Assignment must correspond to the
name as written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever.
<PAGE> 24
FORM OF
ELECTION TO PURCHASE
(To be executed if holder desires to exercise the Warrant Certificate).
TO: CANYON RESOURCES CORPORATION
The undersigned hereby irrevocably elects to exercise Warrants
represented by this Warrant Certificate to purchase ______ shares of Common
Stock issuable upon the exercise of such Warrants and requests that
certificates for such shares be issued in the name of:
-------------------------------
-------------------------------
-------------------------------
(Please print name and address)
Please insert social security, tax identification or other
identifying number: ____________________________
If such number of Warrants is not all the Warrants evidenced by this Warrant
Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:
-------------------------------
-------------------------------
-------------------------------
(Please print name and address)
Please insert social security, tax identification or other
identifying number: ___________________________
Dated:____________, ____
-------------------------------
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate)
Signature Guaranteed:
