No. SC-1 December 1, 2005 CANYON RESOURCES CORPORATION SERIES C WARRANT TO PURCHASE COMMON STOCK THIS CERTIFIES THAT, for value received, H. C. Wainwright & Co., Inc. ("Warrantholder"), is entitled to purchase, subject to the provisions of this...Warrant Agreement • December 2nd, 2005 • Canyon Resources Corp • Gold and silver ores • Colorado
RECITALSPurchase Agreement • March 23rd, 2000 • Canyon Resources Corp • Gold and silver ores
EXHIBIT (a)(1)(xii) EXAMPLE FORM OF WARRANT (DO NOT EXECUTE) SERIAL NO. W-B-___ THIS WARRANT, AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE...Warrant Agreement • July 9th, 2003 • Canyon Resources Corp • Gold and silver ores • Colorado
WITNESSETH:Loan Agreement • August 14th, 2002 • Canyon Resources Corp • Gold and silver ores • New York
EXHIBIT 4.1 WARRANT AGREEMENTWarrant Agreement • June 9th, 1997 • Canyon Resources Corp • Gold and silver ores • New York
3- 4 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...Purchase Agreement • June 9th, 1997 • Canyon Resources Corp • Gold and silver ores • New York
WITNESSETH:Loan Agreement • April 1st, 2002 • Canyon Resources Corp • Gold and silver ores • New York
WITNESSETHAmendment Agreement • April 7th, 1999 • Canyon Resources Corp • Gold and silver ores • New York
FORM OF SUBSCRIPTION AGREEMENT FOR CANYON RESOURCES CORPORATIONSubscription Agreement • December 2nd, 2005 • Canyon Resources Corp • Gold and silver ores • Colorado
1 EXHIBIT 23.6 Chamberlin & Associates ---------------------------------------- ---------------------------------------- 7463 W. Otero Place Littleton, CO 80123 Tele/FAX - 303-979-6753 March 17, 1997 Canyon Resources Corporation 14142 Denver West...Consent Letter • March 31st, 1997 • Canyon Resources Corp • Gold and silver ores
ANDRights Agreement • March 27th, 1997 • Canyon Resources Corp • Gold and silver ores • Colorado
CANYON RESOURCES OPTIONS NEVADA PROPERTIES TO GOLDEN PREDATOROption Agreement • February 20th, 2008 • Canyon Resources Corp • Gold and silver ores
Golden, CO - Canyon Resources Corporation (AMEX:CAU) (“Canyon”), a Colorado-based mining company, has entered into an Option Agreement, whereby Golden Predator Mines US Inc. (“Golden Predator”), a wholly-owned subsidiary of Golden Predator Mines Inc. of Vancouver British Columbia, shall assume Canyon’s interest in the advanced stage Adelaide and Tuscarora gold exploration properties (the “Properties”) located in Humboldt and Elko Counties in Nevada. On February 15, 2008, Golden Predator made an initial payment to Canyon of approximately $507,000 on closing of the transaction.
FORM OF AGREEMENTChange of Control Agreement • October 17th, 2006 • Canyon Resources Corp • Gold and silver ores • Colorado
AGREEMENT by and between Canyon Resources Corporation, a Delaware corporation (the “Company”) and (the “Executive”), dated as of the day of 20___.
CANYON RESOURCES CORPORATION 2006 OMNIBUS EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 12th, 2006 • Canyon Resources Corp • Gold and silver ores
Canyon Resources Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $0.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2006 Omnibus Equity Incentive Plan (the “Plan”).
CANYON RESOURCES CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT DATED AS OF MARCH 23, 2007Rights Agreement • March 23rd, 2007 • Canyon Resources Corp • Gold and silver ores • Colorado
RIGHTS AGREEMENT, dated as of March 23, 2007 (the “Agreement”), between Canyon Resources Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
COMMON STOCK AND WARRANT SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENTCommon Stock and Warrant Subscription Agreement • March 16th, 2005 • Canyon Resources Corp • Gold and silver ores • Colorado
THIS SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENT (“Agreement”), dated March___, 2005, is between Canyon Resources Corporation (the “Company”), and the person or entity (the “Subscriber”) named above who executes this Agreement as an investor in the Company.
Consulting Services AgreementConsulting Services Agreement • May 8th, 2006 • Canyon Resources Corp • Gold and silver ores • Colorado
This Agreement is entered into effective February 1, 2006 by and between Canyon Resources Corporation, a Delaware corporation, (hereinafter “Company”), and Gary C. Huber (hereinafter “Consultant”).
CANYON RESOURCES CORPORATION 2006 OMNIBUS EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 12th, 2006 • Canyon Resources Corp • Gold and silver ores
Canyon Resources Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $0.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2006 Omnibus Equity Incentive Plan (the “Plan”).
COMMON STOCK SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENTCommon Stock Subscription Agreement • March 9th, 2004 • Canyon Resources Corp • Gold and silver ores • Colorado
THIS SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENT (“Agreement”) is between Canyon Resources Corporation (the “Company”), and the person or entity (the “Subscriber”) named above who executes this Agreement as an investor in the Company.
ContractWarrant Agreement • May 30th, 2007 • Canyon Resources Corp • Gold and silver ores • Colorado
THIS WARRANT, AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CANYON RESOURCES CORPORATION 2006 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 12th, 2006 • Canyon Resources Corp • Gold and silver ores
Canyon Resources Corporation, a Delaware corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value, (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet, in the attachment and in the Company’s 2006 Omnibus Equity Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER by and among CANYON RESOURCES CORPORATION, ATNA RESOURCES LTD. and ARIZONA ACQUISITION LTD. Dated November 16, 2007Merger Agreement • November 19th, 2007 • Canyon Resources Corp • Gold and silver ores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated November 16, 2007, is entered into by and among Atna Resources Ltd., a corporation incorporated under the laws of the Province of British Columbia (“Atna”), Atna Acquisition Ltd., a Delaware corporation and a wholly owned subsidiary of Atna (“MergerSub”) and Canyon Resources Corporation, a Delaware corporation (“Canyon” or the “Company”). Certain capitalized terms used in this Agreement are defined in Article X.
CANYON RESOURCES CORPORATION SERIES B WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • May 30th, 2007 • Canyon Resources Corp • Gold and silver ores • Colorado
THIS CERTIFIES THAT, for value received, (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Canyon Resources Corporation, a Delaware corporation (the “Company”), at any time beginning November 25, 2007 and not later than 5:00 P.M., Mountain time, on the Expiration Date (as defined above) (the “Exercise Period”), at an exercise price per share initially equal to $0.704 (the exercise price in effect being herein called the“Warrant Price”), shares (“Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein. Notwithstanding any other provision hereof, the Company, in its sole discretion, may reduce the Warrant Price at any time and for such periods of time as the Company deems advisable.
CONVERSE URANIUM PROJECT EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT between CANYON RESOURCES CORPORATION and NEW HORIZON URANIUM CORPORATION EFFECTIVE DATE: January 23, 2006Exploration, Development and Mine Operating Agreement • March 27th, 2006 • Canyon Resources Corp • Gold and silver ores • Colorado
This CONVERSE URANIUM PROJECT EXPLORATION, DEVELOPMENT AND MINE OPERATING AGREEMENT (“Agreement”) is made as of January 23, 2006 (“ Effective Date”) between Canyon Resources Corporation, a Delaware corporation (“Canyon”), with an office located at 14142 Denver West Parkway, Suite 250, Golden, CO 80401 and New Horizon Uranium Corporation, a British Columbia corporation (“ Horizon”), with an office located at 2221 East Street, Suite 200, Golden, Colorado 80401.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 24th, 2006 • Canyon Resources Corp • Gold and silver ores
You are hereby notified that the Board of Directors of Canyon Resources Corporation (the “Corporation”) has granted you an option pursuant to the Amended and Restated Incentive Stock Option Plan which was amended and restated on March 11, 2004 by the Board of Directors and approved by Shareholder vote on July 14, 2004.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 17th, 2008 • Canyon Resources Corp • Gold and silver ores • New York
This Amendment No. 1 (the "Amendment") is made as of March 17, 2008 to that certain Rights Agreement (the "Rights Agreement") dated as of March 23, 2007, between Canyon Resources Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as rights agent (the "Rights Agent").
CANYON RESOURCES CORPORATION VOTING AGREEMENTVoting Agreement • November 19th, 2007 • Canyon Resources Corp • Gold and silver ores • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 16, 2007, by and among Atna Resources Ltd., a British Columbia corporation (“Parent”), Atna Acquisition Ltd., a Delaware corporation (“Merger Sub” and, together with Parent, “Atna”), and the undersigned stockholder (“Stockholder”) of Canyon Resources Corporation, a Delaware corporation (“Canyon” or the “Company”).
FORM OF AMENDMENT TO SUBSCRIPTION AGREEMENT FOR CANYON RESOURCES CORPORATIONSubscription Agreement • July 7th, 2006 • Canyon Resources Corp • Gold and silver ores • Colorado
This Amendment to Subscription Agreement (this “Amendment”) is made and effective this 30th day of June, 2006, by and between Canyon Resources Corporation, a Delaware corporation (the “Company”), and (“Investor”), and hereby amends the Subscription Agreement, dated on or about November 28, 2005, by and between the Company and Investor (the “Subscription Agreement”). All capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Subscription Agreement.
RECITALSAssignment of Royalty Proceeds • October 9th, 2001 • Canyon Resources Corp • Gold and silver ores • California
ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • March 2nd, 2007 • Canyon Resources Corp • Gold and silver ores • Colorado
This ASSET EXCHANGE AGREEMENT (“Agreement”) is dated and effective this 29th day of December, 2006 by and between NEWMONT CAPITAL LIMITED, a Nevada corporation (“NCL”), NEWMONT USA LIMITED, a Delaware corporation, doing business in Nevada as NEWMONT MINING CORPORATION (“NMC”), NEWMONT NORTH AMERICA EXPLORATION LIMITED, a Delaware corporation (“Newmont North America”), CANYON RESOURCES CORPORATION, a Delaware corporation (“CRC”), CR BRIGGS CORPORATION, a Colorado corporation (“CR Briggs”), CR MONTANA CORPORATION, a Colorado corporation (“CR Montana”), CR NEVADA CORPORATION, a Nevada corporation (“CR Nevada”), and the SEVEN UP PETE VENTURE d/b/a Seven-Up Pete Joint Venture, a 50-50 joint venture between CRC and CR Montana, also known as: (i) Seven Up Pete Venture, (ii) Seven-Up Pete Joint Venture, and (iii) Seven-Up Pete Mining Venture (the “Venture”). NCL, NMC and Newmont North America are collectively referred to herein as (“Newmont”). CRC, CR Briggs, CR Montana, the Venture, and CR Ne
AGREEMENT BETWEEN CANYON RESOURCES CORPORATION AND JAMES K. B. HESKETH MARCH 1, 2005Employment Agreement • May 4th, 2005 • Canyon Resources Corp • Gold and silver ores • Colorado
AGREEMENT by and between Canyon Resources Corporation, a Delaware corporation (the “Company”) and James K. B. Hesketh (the “Executive”), dated as of the 1st day of March 2005.
SUBSCRIPTION AGREEMENT FOR CANYON RESOURCES CORPORATIONSubscription Agreement • May 30th, 2007 • Canyon Resources Corp • Gold and silver ores • Colorado
Canyon Resources Corporation, a Delaware corporation (the “Company”), and (“Investor”), in consideration of the mutual promises contained in this Subscription Agreement (this “Agreement”) and the performance and payment described in this Agreement, the sufficiency of which is hereby acknowledged, mutually agree as follows:
COMMON STOCK SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENTCommon Stock Subscription Agreement • March 10th, 2004 • Canyon Resources Corp • Gold and silver ores • Colorado
THIS SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENT (“Agreement”), dated March 10, 2004, is between Canyon Resources Corporation (the “Company”), and the person or entity (the “Subscriber”) named above who executes this Agreement as an investor in the Company.
