<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 14a-11(c) or Section 14a-12
</TABLE>
CANY0N RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
CANYON RESOURCES CORPORATION
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 1999
To Our Shareholders:
A Special Meeting of Shareholders ("Meeting") of Canyon Resources
Corporation (the "Company"), a Delaware corporation, will be held at 3:00 p.m.
(Mountain time) on Monday, November 15, 1999, at the Company's office at 14142
Denver West Parkway, Suite 250, Golden, Colorado, for the following purposes:
1. To approve an amendment to the Company's Certificate of
Incorporation to effectuate a restructuring of the Company's
capitalization that involves (i) a reverse stock split of the
Company's Common Stock in a ratio of one-for-ten, with the par
value remaining at $0.01 per share, (ii) the reduction of the
Company's authorized shares of Common Stock from 100,000,000 to
30,000,000, and (iii) the complete elimination of the Company's
authorized Preferred Stock.
2. To transact such other business as may properly come before the
meeting or any postponement or adjournment thereof.
Shareholders of record at the close of business on October 8, 1999, are
entitled to notice of and to vote at the Meeting. A list of the stockholders
entitled to vote at the Meeting shall be open to the examination of any
stockholder during ordinary business hours for a period of 10 days prior to the
Meeting at the Company's headquarters, 14142 Denver West Parkway, Suite 250,
Golden, Colorado.
The Board of Directors of the Company extends a cordial invitation to
all shareholders to attend the Meeting in person. Whether or not you plan to
attend the Meeting, please fill in, date, sign, and mail the enclosed proxy in
the return envelope as promptly as possible. Your proxy may be revoked by you at
any time prior to the Meeting. The prompt return of your completed proxy will
assist the Company in obtaining a quorum of shareholders for the Meeting, but
will not affect your ability to change your vote by subsequent proxy or by
attending the Meeting and voting in person. If you are unable to attend, your
written proxy will assure that your vote is counted.
By Order of the Board of Directors
Gary C. Huber
Corporate Secretary
Golden, Colorado
October 14, 1999
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card,
date and sign it, and return it in the envelope provided, which is addressed for
your convenience. No postage is required if mailed in the United States.
PLEASE MAIL YOUR PROXY PROMPTLY
- --------------------------------------------------------------------------------
<PAGE> 3
CANYON RESOURCES CORPORATION
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 1999
This Proxy Statement is furnished to the shareholders of Canyon
Resources Corporation (the "Company"), a Delaware corporation, in connection
with the solicitation by and on behalf of the Company's Board of Directors (the
"Board") of proxies to be voted at the Special Meeting of Shareholders
("Meeting") of the Company. The Meeting will be held on November 15, 1999, at
3:00 p.m. (Mountain time) at the Company's offices, 14142 Denver West Parkway,
Suite 250, Golden, Colorado, for the purposes set forth in the accompanying
Notice of Special Meeting of Shareholders. Officers and regular employees of the
Company, without additional compensation, may solicit proxies personally or by
telephone if deemed necessary. Solicitation expenses will be paid by the
Company.
All proxies that are properly executed and received prior to the
Meeting will be voted at the Meeting. If a shareholder specifies how the proxy
is to be voted on any business to come before the Meeting, it will be voted in
accordance with such specification. If a shareholder does not specify how to
vote the proxy, it will be voted FOR the approval of the Amendment to the
Company's Certificate of Incorporation to effectuate a restructuring of the
Company's capitalization, and in the proxy holders' discretion on such other
business as may properly come before the Meeting. Any person giving a proxy has
the power to revoke it at any time before its exercise by (i) filing with the
Secretary of the Company a signed written statement revoking his or her proxy or
(ii) submitting an executed proxy bearing a date later than that of the proxy
being revoked. A proxy may also be revoked by attendance at the Special Meeting
and the election to vote in person. Attendance at the Special Meeting will not
by itself constitute the revocation of a proxy.
This Proxy Statement and the accompanying proxy are first being sent to
shareholders on or about October 14, 1999. The Company will bear the cost of
preparing, assembling, and mailing the notice, Proxy Statement, and form of
proxy for the Meeting.
VOTING SECURITIES
All voting rights are vested exclusively in the holders of the
Company's common stock, $.01 par value (the "Common Stock"), with each share
entitled to one vote. Only shareholders of record at the close of business on
October 8, 1999, are entitled to notice of and to vote at the Meeting or any
adjournment. At the close of business on October 8, 1999, there were 46,497,470
shares of Common Stock issued and outstanding. A minimum of one-third of the
shares of Common Stock issued and outstanding must be represented at the
meeting, in person or by proxy, in order to constitute a quorum. Assuming a
quorum is present, the affirmative vote of the holders of a majority of the
shares of Common Stock issued and outstanding will be necessary to approve the
amendment to the Company's Certificate of Incorporation to effectuate a
restructuring of the Company's capitalization.
An abstention or withholding authority to vote will be counted as
present for determining whether the quorum requirement is satisfied. With
respect to the vote on any particular proposal, abstentions will be
1
<PAGE> 4
treated as shares present and entitled to vote, and for purposes of determining
the outcome of the vote on any such proposal, shall have the same effect as a
vote against the proposal. A broker "non-vote" occurs when a nominee holding
shares for a beneficial holder does not have discretionary voting power and does
not receive voting instructions from the beneficial owner. Broker "non-votes" on
a particular proposal will not be treated as shares present and entitled to vote
on the proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of October 8, 1999, with
respect to beneficial ownership of the Common Stock by each person known by the
Company to be the beneficial owner of more than 5% of its outstanding Common
Stock, by each director and executive officer of the Company, and by all
officers and directors of the Company as a group. Unless otherwise noted, each
shareholder has sole investment and voting power over the shares owned.
<TABLE>
<CAPTION>
NAME OF TYPE OF NUMBER OF PERCENT OF
BENEFICIAL OWNER OWNERSHIP SHARES CLASS
- ------------------------------------------- ------------------ -------------- ---------------
<S> <C> <C> <C>
Richard H. De Voto, President, Record and 860,698(1) 1.8%
Director Beneficial
Gary C. Huber, Vice President, Record and 412,561(2) *
Corporate Secretary, Director Beneficial
Richard T. Phillips, Treasurer Record and 75,000(3) *
Beneficial
James E. Askew, Director Record and 60,000(4) *
Beneficial
Leland O. Erdahl, Director Record and 104,289(5) *
Beneficial
Richard F. Mauro, Director Record and 50,000(6) *
Beneficial
All Officers & Directors as a Group Record and 1,562,548 3.3%
(6 persons) Beneficial
</TABLE>
- -----------
* Less than 1%
1 This number includes (i) 9,719 shares owned of record; (ii) 560,628 shares
held by the Richard H. De Voto Trust No. 1; (iii) 351 shares held as
Co-Trustee of Trust for his mother; (iv) an option to purchase 70,000 shares
at an exercise price of $3.00 per share; (v) options to purchase 100,000
shares at an exercise price of $1.63 per share; (vi) an option to purchase
25,000 shares at an exercise price of $2.00 per share; (vii) an option to
purchase 50,000 shares at an exercise price of $2.19 per share; and (viii)
an option to purchase 45,000 shares at an exercise price of $2.56 per share.
2 This number includes (i) 207,561 shares owned of record; (ii) an option to
purchase 50,000 shares at an exercise price of $3.00 per share; (iii)
options to purchase 60,000 shares at an exercise price of $1.63 per
2
<PAGE> 5
share; (iv) an option to purchase 20,000 shares at an exercise price of
$2.00 per share; (v) an option to purchase 35,000 shares at an exercise
price of $2.19 per share; and (vi) an option to purchase 40,000 shares at an
exercise price of $2.56 per share.
3 This number includes (i) an option to purchase 15,000 shares at an exercise
price of $3.00 per share; (ii) an option to purchase 15,000 shares at an
exercise price of $1.63 per share; (iii) an option to purchase 20,000 shares
at an exercise price of $2.19 per share; and (iv) an option to purchase
25,000 shares at an exercise price of $2.56 per share.
4 This number includes (i) an option to purchase 50,000 shares at an exercise
price of $3.00 per share; and (ii) an option to purchase 10,000 shares at an
exercise price of $.81 per share.
5 This number includes (i) 54,289 shares owned of record; (ii) an option to
purchase 10,000 shares at an exercise price of $2.19 per share; (iii) an
option to purchase 10,000 shares at an exercise price of $2.06 per share;
(iv) an option to purchase 10,000 shares at an exercise price of $3.31 per
share; (v) an option to purchase 10,000 shares at an exercise price of $3.00
per share; and (vi) an option to purchase 10,000 shares at an exercise price
of $0.81 per share.
6 This number includes an option to purchase 50,000 shares at an exercise
price of $0.13 per share.
PROPOSAL FOR
APPROVAL OF RESTRUCTURING
OF THE COMPANY'S CAPITALIZATION
INTRODUCTION
In August 1999, the Board of Directors of the Company approved, subject
to stockholders' approval solicited hereby, a proposal to amend the Company's
Certificate of Incorporation to effectuate a restructuring of the Company's
capitalization (the "Restructuring") involving (i) a reverse stock split of the
Company's Common Stock of 1-for-10 (the "Reverse Split"), (ii) the reduction of
the Company's authorized shares of Common Stock from 100,000,000 to 30,000,000,
and (iii) the complete elimination of the Company's authorized Preferred Stock.
The directors propose to amend the Company's Certificate of
Incorporation to reclassify the Common Stock of the Company to effectuate a
one-for-ten reverse stock split, such that for every ten (10) pre-amendment
common shares held by a stockholder, such holder would be entitled to one (1)
post-amendment common share, fractional shares being rounded up to the nearest
full post-amendment share, and outstanding warrants and options to purchase
stock being adjusted accordingly. The Reverse Split will become effective upon
the filing with the Secretary of State of Delaware of an amendment to the
Company's Certificate of Incorporation.
Adjustments to the corporate financial statements to reflect the
reclassification and reverse split, the reduction of authorized shares of Common
Stock and the elimination of authorized shares of Preferred Stock are expected
to be minimal. The expected immediate effect in the market would be an
approximate increase in the trading price per share tenfold, and a decrease in
the number of post-amendment shares involved in a trade to one-tenth of the
pre-amendment number of shares that would have been involved in an identical
trade. Outstanding pre-amendment shares of 46,497,470 would become approximately
4,649,747 outstanding post-amendment shares.
3
<PAGE> 6
In addition to several requirements, the American Stock Exchange Rules
provide that issuers listed on the Exchange maintain a minimum bid price of
$1.00 per share for the listed stock. The Company's shares of Common Stock have
continuously traded below $1.00 since May 26, 1998, and the American Stock
Exchange has notified the Company that unless such shares achieve a minimum bid
price of $1.00 or more, the Company will be delisted from the Exchange. The
Board of Directors believes that such a delisting could adversely affect the
ability of the Company to attract new investors, may result in decreased
liquidity of the outstanding shares of Common Stock and, consequently, could
reduce the price at which such shares trade and increase the transaction costs
inherent to trading such shares. The Company believes that, if the Restructuring
is approved, there is a greater likelihood that the minimum bid price of the
Common Stock will be maintained at a level over $1.00 per share. There can be no
assurance, however, that approval of the Restructuring will succeed in raising
the bid price of the Company's Common Stock above $1.00 per share, that such
minimum price, if achieved, would be maintained, or that even if AMEX's minimum
bid price requirement were satisfied, the Company's Common Stock would not be
delisted by the AMEX for other reasons.
Even though a reverse stock split, by itself, does not impact a
corporation's assets or prospects, reverse stock splits can result in a decrease
in the aggregate market value of a corporation's equity capital. The Board of
Directors, however, believes that this risk is off-set by the prospect that the
reverse stock split will improve the likelihood that the Company will be able to
maintain its American Stock Exchange listing and may, by increasing the per
share price, make an investment in the Common Stock more attractive for certain
investors. If the Company's securities are delisted from American Stock
Exchange, trading, if any, of the Company's securities would thereafter have to
be conducted in the non-AMEX over-the-counter market. In such event, an investor
could find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of the Company's securities. In addition, if the Common
Stock were to become delisted from trading on AMEX and the trading price of the
Common Stock were to remain below $5.00 per share, trading in the Company's
Common Stock would also be subject to the requirements of certain rules
promulgated under the Securities Exchange Act of 1934, as amended, which require
additional disclosure by broker-dealers in connection with any trades involving
a stock defined as a penny stock. The additional burdens imposed upon
broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in the Common Stock, which could severely limit the
market liquidity of the Common Stock and the ability of investors to trade the
Company's Common Stock.
The sole purpose for the proposed reduction of the number of the
Company's authorized shares of Common Stock from 100,000,000 to 30,000,000 and
the complete elimination of the Company's authorized shares of Preferred Stock
is to minimize the amount of Delaware corporate franchise tax payable by the
Company. The amount of such Delaware corporate franchise tax payable by the
Company is adversely affected by the existence of a significant amount of
authorized but unissued shares of capital stock. The Company currently has
authorized 10,000,000 shares of Preferred Stock, none of which are outstanding.
If the Reverse Split is consummated without a reduction in authorized shares of
Common Stock the Company would have 100,000,000 shares of authorized Common
Stock with only approximately 4,649,747 shares of Common Stock issued and
outstanding. The Company estimates that the reduction of authorized shares of
Common Stock to 30,000,000 and the elimination of the authorized Preferred Stock
will reduce the Company's potential annual Delaware franchise tax by
approximately $100,000. Management believes that the approximately 25,350,253
shares of authorized but unissued Common Stock that will remain following a
reduction in authorized Common Stock from 100,000,000 to 30,000,000 is adequate
for the Company's future needs and contingencies.
4
<PAGE> 7
Based upon current market conditions and in light of the American Stock
Exchange requirements and the potential minimization of the Delaware corporate
franchise tax discussed above, management has determined that the Restructuring
is in the best interest of the Company's stockholders. The Restructuring would
be effected by management by filing an amendment to the Certificate of
Incorporation of the Company with the Delaware Secretary of State as soon as
practicable after approval of the stockholders.
Holders of the Common Stock have no preemptive or other subscription
rights.
PRINCIPAL EFFECTS OF THE RESTRUCTURING
If the stockholders approve the Restructuring, the Company will amend
the existing provision of the Certificate of Incorporation relating to the
Company's authorized capital. Accordingly, Article Fourth of the Certificate of
Incorporation will read, in its entirety, as follows:
"FOURTH: (a) The aggregate number of shares that the Corporation shall
have authority to issue is 30,000,000 shares of Common Stock, $.01 par
value per share.
(b) Each ten (10) shares of the Company's Common
Stock issued as of the date and time immediately preceding [insert Date
which Amended Certificate is filed], the effective date of a reverse
stock split (the 'Split Effective Date'), shall be automatically
changed and reclassified, as of the Split Effective Date and without
further action, into one (1) fully paid and nonassessable share of the
Company's Common Stock; provided, however, that any fractional interest
resulting from such change and classification shall be rounded upward
to the nearest whole share."
If the stockholders approve the Restructuring, the above amendment to
the Company's Certificate of Incorporation shall become effective upon the
filing of an amendment to the Certificate of Incorporation with the Secretary of
State of Delaware.
The proposed Restructuring will not affect any stockholder's
proportionate equity interest in the Company or the rights, preferences,
privileges or priorities of any stockholder, other than an adjustment which may
occur due to the rounding up of fractional shares. A stockholder may hold less
than 100 shares of the Company's Common Stock after the proposed Restructuring
and as a consequence may incur greater costs associated with trading. Likewise,
the proposed Restructuring will not affect the total stockholders' equity of the
Company or any components of stockholders' equity as reflected on the financial
statements of the Company except (i) to change the numbers of the issued and
outstanding shares of Common Stock, (ii) to change the authorized shares of
Common Stock and Preferred Stock, and (iii) for an adjustment which will occur
due to the costs incurred by the Company in connection with this Proxy Statement
and the implementation of such of the Proposals as are approved by the
stockholders.
5
<PAGE> 8
EFFECT OF THE RESTRUCTURING
The following table illustrates the principal effects on the Company's
Capital Stock of the Restructuring:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK PREFERRED STOCK
-------------------------------------- -------------------------------------
Prior to After Prior to After
Restructuring Restructuring Restructuring Restructuring
------------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Authorized 100,000,000 30,000,000 10,000,000 0
------------------ ------------------ ------------------ -----------------
Issued and outstanding 46,497,470 4,649,747 0 0
------------------ ------------------ ------------------ -----------------
Available for future issuance 53,502,530 25,350,253 10,000,000 0
------------------ ------------------ ------------------ -----------------
</TABLE>
EXCHANGE OF SHARES; NO FRACTIONAL SHARES
Pursuant to the proposed Reverse Split, every ten (10) shares of issued
Common Stock would be converted and reclassified into one (1) share of
post-split Common Stock, and any fractional interests resulting from such
reclassification would be rounded upward to the nearest whole share. For
example, a holder of one hundred (100) shares prior to the Split Effective Date
would be the holder of ten (10) shares at the Split Effective Date and the
holder of thirty-eight (38) shares prior to the Split Effective Date would be
the holder of four (4) shares at the Split Effective Date. All shares held by a
stockholder will be aggregated and one new stock certificate will be issued,
unless the transfer agent is otherwise notified by the stockholder. The proposed
Reverse Split would become effective immediately on the Split Effective Date.
Stockholders will be notified on or after the Split Effective Date that the
Reverse Split has been effected. The Company's transfer agent, American
Securities Transfer & Trust, Inc., will act as the Company's exchange agent (the
"Exchange Agent") for stockholders in implementing the exchange of their
certificates.
As soon as practicable after the Split Effective Date, stockholders
will be notified and provided the opportunity (but shall not be obligated) to
surrender their certificates to the Exchange Agent in exchange for certificates
representing post-split Common Stock. Stockholders will not receive certificates
for shares of post-split Common Stock unless and until the certificates
representing their shares of pre-split Common Stock are surrendered and they
provide such evidence of ownership of such shares as the Company or the Exchange
Agent may require. Stockholders should not forward their certificates to the
Exchange Agent until they have received notice from the Company that the Reverse
Split has become effective. Beginning on the Split Effective Date, each
certificate representing shares of the Company's pre-split Common Stock will be
deemed for all corporate purposes to evidence ownership of the appropriate
number of shares of post-split Common Stock.
No service charge will be payable by stockholders in connection with
the exchange of certificates, all costs of which will be borne and paid by the
Company.
6
<PAGE> 9
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
A summary of the federal income tax consequences of the Restructuring
is set forth below. The discussion is based on present federal income tax law.
The discussion is not intended to be, nor should it be relied on as, a
comprehensive analysis of the tax issues arising from or relating to the
proposed Restructuring. Income tax consequences to the stockholders may vary
from the federal tax consequences described generally below.
STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE EFFECT OF THE
CONTEMPLATED RESTRUCTURING UNDER APPLICABLE FEDERAL, STATE AND LOCAL INCOME TAX
LAWS.
The proposed Restructuring constitutes a "recapitalization" to the
Company and its stockholders to the extent that issued shares of Common Stock
are exchanged for a reduced number of shares of Common Stock. Therefore, neither
the Company nor its stockholders will recognize any gain or loss for federal
income tax purposes as a result thereof.
The shares of Common Stock to be issued to each stockholder will have
an aggregate basis, for computing gain or loss, equal to the aggregate basis of
the shares of such stock held by such stockholder immediately prior to the Split
Effective Date. A stockholder's holding period for the shares of Common Stock to
be issued will include the holding period for the shares of Common Stock held
thereby immediately prior to the Split Effective Date provided that such shares
of stock were held by the stockholder as capital assets on the Split Effective
Date.
VOTING REQUIREMENTS
Each holder of Common Stock is entitled to one vote per share held. The
holders of one-third of the shares of the Common Stock issued and outstanding
constitutes a quorum. The affirmative vote of holders of at least a majority of
the outstanding shares of Common Stock of the Company is required for approval
of the Restructuring. In the event that a quorum is not present or represented
at the Special Meeting, the stockholders entitled to vote at the meeting present
in person or by proxy shall have power to adjourn the Special Meeting until a
quorum shall be present or represented. Proxies solicited by the Board of
Directors will be voted for approval of the Restructuring, unless otherwise
indicated. Stockholders are not entitled to cumulate votes.
A stockholder voting through a proxy who abstains with respect to
approval of the Proposal for the Restructuring shall be considered to have cast
a negative vote with respect to the Restructuring at the Special Meeting.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends a vote "FOR" the proposal to amend
the Company's Certificate of Incorporation to effectuate the Restructuring.
Unless a contrary choice is specified, proxies solicited by the Board of
Directors will be voted FOR approval of the amendment the Certificate of
Incorporation to effectuate the Restructuring.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO
THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECTUATE A RESTRUCTURING OF THE
COMPANY'S CAPITALIZATION.
7
<PAGE> 10
SHAREHOLDER PROPOSALS
Proposals by shareholders of the Company to be presented at the 2000
Annual Meeting of Shareholders must be received by the Company no later than
January 6, 2000, to be included in the Company's Proxy Statement and proxy for
that meeting. If a shareholder intends to submit a proposal at the meeting that
is not included in the Company's proxy statement, and the shareholder fails to
notify the Company prior to March 17, 2000 of such proposal, then the proxies
appointed by the Company's management would be allowed to use their
discretionary voting authority when the proposal is raised at the annual
meeting, without any discussion of the matter in the proxy statement. The
proponent must be a record or beneficial owner entitled to vote on his or her
proposal at the next Annual Meeting and must continue to own such security
entitling him or her to vote through that date on which such meeting is held.
The proponent must own 1% or more of the outstanding shares or $2,000.00 in
value of the Company's Common Stock and must have owned such shares for one year
in order to present a shareholder proposal to the Company.
OTHER MATTERS
The Board knows of no other special business to be presented at the
Meeting. If other matters properly come before the Meeting, the persons named in
the accompanying form of proxy intend to vote on such other matters in
accordance with their best judgement.
By Order of the Board of Directors
Gary C. Huber
Corporate Secretary
October 14, 1999
8
<PAGE> 11
PROXY PROXY
CANYON RESOURCES CORPORATION
14142 Denver West Parkway, Suite 250
Golden, Colorado 80401
PROXY SOLICITED BY BOARD OF DIRECTORS FOR SPECIAL MEETING
NOVEMBER 15, 1999
The undersigned hereby appoints Richard H. De Voto and Gary C. Huber, or each of
them, proxies, each with the power of substitution, to vote the shares of the
undersigned at the Special Meeting of Stockholders of CANYON RESOURCES
CORPORATION on November 15, 1999, and any adjournments or postponements thereof,
upon all matters that may properly come before the meeting. Without otherwise
limiting the foregoing general authorization, the proxies are instructed to vote
as indicated herein.
This proxy, which is solicited on behalf of the Board of Directors, will be
voted FOR the Restructuring of the Company's Capitalization unless the
stockholder specifies otherwise, in which case it will be voted as specified. If
you wish to vote in accordance with the Board of Directors' recommendations,
please sign and return the proxy. You need not mark any boxes. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting.
(continued and to be signed on reverse side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING MATTERS TO COME
BEFORE THE MEETING.
1. To approve the amendment to the Company's Certificate of Incorporation to
effectuate a Restructuring of the Company's Capitalization.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Date:
-----------------------------------------------
-----------------------------------------------
Signature(s) of Stockholder or Stockholders,
(Executors, Administrators, Trustees, etc.
should give full title.)
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.
