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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(XBOX)     Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended March 31, 2002
or(BOX)     Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from_________to

Commission file number 1-11887

CANYON RESOURCES CORPORATION

(a Delaware Corporation)

I.R.S. Employer Identification Number 84-0800747

14142 Denver West Parkway, Suite 250
Golden, CO 80401
(303) 278-8464



| |                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes   (XOBX) No   (BOX)
|
| | Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:
18,199,549 shares of the Companys Common Stock were outstanding as
of May 1, 2002.                                                                                                                                                               

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TABLE OF CONTENTS



|                                                                                              |  |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Item 1. Financial Statements                                                                 
|CONSOLIDATED BALANCE SHEETS                                                                  
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                        
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                        
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY                                    
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|SIGNATURES                                                                                   
|EX-4.2 Specimen Warrant Certificate                                                          



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##### Table of Contents



PART I    FINANCIAL INFORMATION




Item 1.   Financial Statements

The following consolidated financial statements have been prepared by
Canyon Resources Corporation (the Company) pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such SEC rules and regulations.

These consolidated financial statements should be read in conjunction with
the financial statements and accompanying notes included in the Companys Form
10-K for the year ended December 31, 2001.

|        |  |                                                                                       |           | 
|------- |  | ------------------------------------------------------------------------------------- | --------- | 
|        |  | Consolidated Balance Sheets                                                           | Page 3    | 
|       
|       
|       
|       
|        |  | Consolidated Statements of Operations                                                 | Page 4    | 
|       
|       
|       
|       
|        |  | Consolidated Statements of Cash Flows                                                 | Page 5-6  | 
|       
|       
|       
|       
|        |  | Consolidated Statement of Changes in Stockholders Equity                             | Page 7    | 
|       
|       
|       
|       
|        |  | Notes to Interim Consolidated Financial Statements                                    | Page 8-14 | 
|       
|       
|       
|       
|Item 2. |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations | Page 15  
|       
|       
|       
|       
|Item 3. |  | Quantitative and Qualitative Disclosures About
Market Risk                            | Page 19  

2



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##### Table of Contents






CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                       |                           |                                            |                                        |                            |            |             |             |              |            |             |            | 
|---------------------------------------------------------------------- | ------------------------- | ------------------------------------------ | -------------------------------------- | -------------------------- | ---------- | ----------- | ----------- | ------------ | ---------- | ----------- | ---------- | 
|                                                                       |                           |                                            |                                        |                            |            | March 31,   |             | December 31,
|                                                                       |                           |                                            |                                        |                            |            | 2002        |             | 2001        
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|ASSETS                                                                 |                           |                                            |                                        |                            |            |             |             |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Cash and cash equivalents                                              |                           | $                                          | 2,354,400                              |                            |            | $           | 1,618,100   |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Restricted cash                                                        |                           |                                            | 500                                    |                            |            |             | 129,700     |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accounts receivable                                                    |                           |                                            | 293,500                                |                            |            |             | 22,800      |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Inventories                                                            |                           |                                            | 6,265,900                              |                            |            |             | 6,802,600   |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Prepaid and other assets                                               |                           |                                            | 419,900                                |                            |            |             | 500,800     |             
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           |                                            | Total current assets                   |                            |            | 9,334,200   |             |              |            | 9,074,000   |           
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|Property and equipment, at cost                                        |                           |                                            |                                        |                            |            |             |             |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                           |                                            | Mining claims and leases               |                            |            | 23,102,200  |             |              |            | 23,005,100  |           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                           |                                            | Producing properties                   |                            |            | 50,467,900  |             |              |            | 49,705,600  |           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                           |                                            | Other                                  |                            |            | 919,900     |             |              |            | 919,900     |           
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           |                                            | 74,490,000                             |                            |            |             | 73,630,600  |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|                                                                       |                           |                                            | Accumulated depreciation and depletion |                            |            | (38,034,000 | )           |              |            | (36,826,800 | )         
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           |                                            |                                        | Net property and equipment |            |             | 36,456,000  |              |            |             | 36,803,800 | 
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|Other assets                                                           |                           |                                            | 2,595,200                              |                            |            |             | 2,601,400   |             
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           |                                            |                                        | Total Assets               |            | $           | 48,385,400  |              |            | $           | 48,479,200 | 
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                   |                           |                                            |                                        |                            |            |             |             |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accounts payable                                                       |                           | $                                          | 5,215,400                              |                            |            | $           | 4,840,000   |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Notes payable  current                                                |                           |                                            | 2,842,500                              |                            |            |             | 1,743,100   |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Capital leases  current                                               |                           |                                            | 491,700                                |                            |            |             | 560,400     |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Stock issuance obligation                                              |                           |                                            | 1,681,500                              |                            |            |             |            |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Unrealized loss on derivative instruments                              |                           |                                            | 1,515,200                              |                            |            |             | 597,600     |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Other accrued liabilities                                              |                           |                                            | 773,100                                |                            |            |             | 875,400     |             
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       | Total current liabilities |                                            |                                        | 12,519,400                 |            |             |             | 8,616,500    |           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Notes payable  long term                                              |                           |                                            | 628,500                                |                            |            |             | 2,074,200   |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Capital leases  long term                                             |                           |                                            | 432,900                                |                            |            |             | 504,000     |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accrued reclamation costs                                              |                           |                                            | 3,934,100                              |                            |            |             | 3,914,200   |             
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           | Total Liabilities                          |                                        |                            | 17,514,900 |             |             |              | 15,108,900 |            
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|Commitments and contingencies (Note 8)                                 |                           |                                            |                                        |                            |            |             |             |             
|Common stock ($.01 par value) 50,000,000 shares authorized; issued and |                           |                                            |                                        |                            |            |             |             |             
|outstanding: 16,596,700 at March 31, 2002, and 16,306,700 at           |                           |                                            |                                        |                            |            |             |             |             
|December 31, 2001                                                      |                           |                                            | 166,000                                |                            |            |             | 163,100     |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Capital in excess of par value                                         |                           |                                            | 100,199,200                            |                            |            |             | 99,992,800  |             
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Deficit                                                                |                           |                                            | (70,442,700                            | )                          |            |             | (68,065,400 | )           
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Accumulated other comprehensive income                                 |                           |                                            | 948,000                                |                            |            |             | 1,279,800   |             
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           | Total Stockholders Equity                 |                                        |                            | 30,870,500 |             |             |              | 33,370,300 |            
|                                                                       |                           |                                            |                                        |                            |            |             |             |             
|                                                                       |                           | Total Liabilities and Stockholders Equity |                                        | $                          | 48,385,400 |             |             | $            | 48,479,200 |            
|                                                                       |                           |                                            |                                        |                            |            |             |             |             

The accompanying notes are an integral part of these consolidated financial statements.

3



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##### Table of Contents






CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                          |                                     |                        |             |                              |  |      |           |            |  | 
|----------------------------------------- | ----------------------------------- | ---------------------- | ----------- | ---------------------------- |  | ---- | --------- | ---------- |  | 
|                                          |                                     |                        |             | Three months ended March 31,
|                                          |                                     |                        |             | 2002                         |  | 2001
|                                          |                                     |                        |             |                              |  |     
|                                          |                                     | REVENUE                |             |                              |  |      |           |            |  | 
|                                         
|                                         
|                                         
|                                         
|Sales                                     |                                     | $                      | 4,042,300   |                              |  | $    | 7,325,100 |           
|                                          |                                     |                        |             |                              |  |      |           |           
|                                          |                                     | EXPENSES               |             |                              |  |      |           |            |  | 
|                                         
|                                         
|                                         
|                                         
|Cost of sales                             |                                     |                        | 4,137,900   |                              |  |      | 6,295,200 |           
|                                         
|                                         
|                                         
|                                         
|Depreciation, depletion, and amortization |                                     |                        | 1,199,600   |                              |  |      | 1,663,100 |           
|                                         
|                                         
|                                         
|                                         
|Selling, general and administrative       |                                     |                        | 329,300     |                              |  |      | 298,300   |           
|                                         
|                                         
|                                         
|                                         
|Exploration costs                         |                                     |                        | 10,000      |                              |  |      | 14,900    |           
|                                         
|                                         
|                                         
|                                         
|(Gain) on asset disposals                 |                                     |                        | (228,900    | )                            |  |      | (45,700   | )         
|                                          |                                     |                        |             |                              |  |      |           |           
|                                          |                                     |                        | 5,447,900   |                              |  |      | 8,225,800 |           
|                                          |                                     |                        |             |                              |  |      |           |           
|                                          |                                     | OTHER INCOME (EXPENSE) |             |                              |  |      |           |            |  | 
|                                         
|                                         
|                                         
|                                         
|Interest income                           |                                     |                        | 15,900      |                              |  |      | 47,800    |           
|                                         
|                                         
|                                         
|                                         
|Interest expense                          |                                     |                        | (89,000     | )                            |  |      | (187,500  | )         
|                                         
|                                         
|                                         
|                                         
|Unrealized loss on derivative instruments |                                     |                        | (917,700    | )                            |  |      |          |           
|                                         
|                                         
|                                         
|                                         
|Other income                              |                                     |                        | 19,100      |                              |  |      | 164,600   |           
|                                          |                                     |                        |             |                              |  |      |           |           
|                                          |                                     |                        | (971,700    | )                            |  |      | 24,900    |           
|                                          |                                     |                        |             |                              |  |      |           |           
|Net loss                                  |                                     |                        | ($2,377,300 | )                            |  |      | ($875,800 | )         
|                                          |                                     |                        |             |                              |  |      |           |           
|Basic and diluted loss per share          |                                     |                        | ($0.14      | )                            |  |      | ($0.07    | )         
|                                          |                                     |                        |             |                              |  |      |           |           
|                                          | Weighted average shares outstanding |                        |             | 16,580,200                   |  |      |           | 13,229,800 | 
|                                          |                                     |                        |             |                              |  |      |           |           

The accompanying notes are an integral part of these consolidated financial statements.

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CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                             |                                                           |                                                           |           |                              |           |      |           |            |            |  
|-------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------------- | --------- | ---------------------------- | --------- | ---- | --------- | ---------- | ---------- | -
|                                             |                                                           |                                                           |           | Three months ended March 31,
|                                             |                                                           |                                                           |           | 2002                         |           | 2001
|                                             |                                                           |                                                           |           |                              |           |     
|Cash flows from operating activities:        |                                                           |                                                           |           |                              |           |      |           |           
|                                            
|                                            
|                                            
|                                            
|                                             | Net loss                                                  |                                                           |           | ($2,377,300                  | )         |      |           | ($875,800  | )         
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|                                             | Adjustments to reconcile net loss to net cash provided by |                                                           |           |                              |           |      |           |            |           
|                                             |                                                           | (used in) operating activities:                           |           |                              |           |      |           |            |            |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Depreciation and depletion                                |           |                              | 1,199,600 |      |           |            | 1,663,100  |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Amortization of financing costs                           |           |                              | 15,800    |      |           |            | 50,600     |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Gain on asset dispositions                                |           |                              | (228,900  | )    |           |            | (45,700    | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Unrealized loss on derivative instruments                 |           |                              | 917,600   |      |           |            |           |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Reclassification adjustment of other comprehensive income |           |                              | (331,800  | )    |           |            | (557,300   | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Other                                                     |           |                              | 9,300     |      |           |            |           |  
|                                            
|                                            
|                                            
|                                            
|                                             | Changes in operating assets and liabilities:              |                                                           |           |                              |           |      |           |            |           
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | (Increase) decrease in accounts receivable                |           |                              | (270,700  | )    |           |            | 125,300    |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Decrease in inventories                                   |           |                              | 536,700   |      |           |            | 1,447,400  |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Decrease in prepaid and other assets                      |           |                              | 80,900    |      |           |            | 36,400     |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Increase in accounts payable and accrued liabilities      |           |                              | 271,300   |      |           |            | 36,200     |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Increase (decrease) in other liabilities                  |           |                              | 19,900    |      |           |            | (13,000    | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | (Increase) decrease in restricted cash                    |           |                              | 119,600   |      |           |            | (224,500   | )
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|                                             |                                                           | Total adjustments                                         |           |                              | 2,339,300 |      |           |            | 2,518,500  |  
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|                                             |                                                           | Net cash provided by (used in) operating activities       |           |                              | (38,000   | )    |           |            | 1,642,700  |  
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|Cash flows from investing activities:        |                                                           |                                                           |           |                              |           |      |           |           
|                                            
|                                            
|                                            
|                                            
|                                             | Purchases and development of property and equipment       |                                                           |           | (850,000                     | )         |      |           | (2,010,400 | )         
|                                            
|                                            
|                                            
|                                            
|                                             | Proceeds from asset sales                                 |                                                           |           | 228,900                      |           |      |           | 45,700     |           
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|                                             |                                                           | Net cash used in investing activities                     |           |                              | (621,100  | )    |           |            | (1,964,700 | )
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|Cash flows from financing activities:        |                                                           |                                                           |           |                              |           |      |           |           
|                                            
|                                            
|                                            
|                                            
|                                             | Issuance of stock                                         |                                                           |           | 200,000                      |           |      |           | 456,800    |           
|                                            
|                                            
|                                            
|                                            
|                                             | Private placement proceeds                                |                                                           |           | 1,681,500                    |           |      |           |           |           
|                                            
|                                            
|                                            
|                                            
|                                             | Payments on debt                                          |                                                           |           | (346,300                     | )         |      |           |           |           
|                                            
|                                            
|                                            
|                                            
|                                             | Payments on capital lease obligations                     |                                                           |           | (139,800                     | )         |      |           | (88,000    | )         
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|                                             |                                                           | Net cash provided by financing activities                 |           |                              | 1,395,400 |      |           |            | 368,800    |  
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|Net increase in cash and cash equivalents    |                                                           |                                                           | 736,300   |                              |           |      | 46,800    |           
|                                            
|                                            
|                                            
|                                            
|Cash and cash equivalents, beginning of year |                                                           |                                                           | 1,618,100 |                              |           |      | 1,061,200 |           
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           
|Cash and cash equivalents, end of period     |                                                           | $                                                         | 2,354,400 |                              |           | $    | 1,108,000 |           
|                                             |                                                           |                                                           |           |                              |           |      |           |            |           

The accompanying notes are an integral part of these consolidated financial statements.

5



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##### Table of Contents



CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(Unaudited)

Supplemental disclosures of cash flow information:



|1. |  | The Company paid $61,300 of interest during the first three months of
2002, and $136,900 during the corresponding period of 2001.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Company paid no income taxes during the first three months of 2002
nor the corresponding period of 2001.                     

Supplemental schedule of noncash investing and financing activities:



|1. |  | The Company acquired certain real property interests during the first
three months of 2001 by issuing 200,000 shares of its common stock with a
fair market value of $200,000.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated
financial statements.

6



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##### Table of Contents






CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)

|                            |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |            |          |  
|--------------------------- | ----------------------------- | ----------------------------------------------- | ---------- | ------------ |  | ---------- | ------- | ------------- |  | -------- | ----------- | ------------- |  | ------------- | ------------ | - |  | - | --------- | ----------- | -------- | - | ---------- | ---------- | -------- | -
|                            |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           | Accumulated |          |   |            |           
|                            |                               |                                                 |            | Common Stock |  | Capital in |         |               |  |          |             | Other         |  | Common       
|                            |                               |                                                 |            | Number of    |  | At Par     |         | Excess of Par |  | Retained |             | Comprehensive |  | Shareholders'
|                            |                               |                                                 |            | Shares       |  | Value      |         | Value         |  | Deficit  |             | Income (Loss) |  | Equity       
|                            |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |              
|Balances, December 31, 2001 |                               |                                                 | 16,306,700 |              |  | $          | 163,100 |               |  | $        | 99,992,800  |               |  |               | ($68,065,400 | ) |  | $ | 1,279,800 |             |          | $ | 33,370,300 |           
|                           
|                           
|                           
|                           
|Issuance of stock for cash  |                               |                                                 | 229,900    |              |  |            | 2,300   |               |  |          | 197,700     |               |  |               |              |   |  |   |           |             |          |   | 200,000    |           
|                           
|                           
|                           
|                           
|Other stock issued          |                               |                                                 | 10,800     |              |  |            | 100     |               |  |          | 9,200       |               |  |               |              |   |  |   |           |             |          |   | 9,300      |           
|                           
|                           
|                           
|                           
|Exercise of stock options   |                               |                                                 | 49,300     |              |  |            | 500     |               |  |          | (500        | )             |  |               |              |   |  |   |           |             |          |   |           |           
|                           
|                           
|                           
|                           
|Comprehensive loss          |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|                           
|                           
|                           
|                           
|                            | Net loss                      |                                                 |            |              |  |            |         |               |  |          |             |               |  |               | (2,377,300   | ) |  |   |           |             |          |   | (2,377,300 | )         
|                           
|                           
|                           
|                           
|                            | Other comprehensive loss      |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |            |         
|                           
|                           
|                           
|                           
|                            | Reclassification adjustments: |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |            |         
|                           
|                           
|                           
|                           
|                            |                               | Deferred hedging gains recognized in net income |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             | (316,000 | ) |            |            | (316,000 | )
|                           
|                           
|                           
|                           
|                            |                               | Gain on securities recognized in net income     |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             | (15,800  | ) |            |            | (15,800  | )
|                            |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|                            | Other comprehensive loss      |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           | (331,800    | )        |   |            | (331,800   | )       
|                            |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|                            | Comprehensive loss            |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            | (2,709,100 | )       
|                            |                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|Balances, March 31, 2002    |                               |                                                 | 16,596,700 |              |  | $          | 166,000 |               |  | $        | 100,199,200 |               |  |               | ($70,442,700 | ) |  | $ | 948,000   |             |          | $ | 30,870,500 |           

The accompanying notes are an integral part of these consolidated financial statements.

7



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##### Table of Contents



CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|1. |  | Basis of Presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | During interim periods, Canyon Resources (the Company) follows the
accounting policies set forth in its Annual Report to Stockholders and its
Report on Form 10-K filed with the Securities and Exchange Commission.
Users of financial information produced for interim periods are encouraged
to refer to the footnotes contained in the Annual Report to Stockholders
when reviewing interim financial results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | In the opinion of management, the accompanying interim financial
statements contain all material adjustments, consisting only of normal
recurring adjustments necessary to present fairly the financial position,
the results of operations, and the cash flows of Canyon Resources and its
consolidated subsidiaries for interim periods. These interim results are
not necessarily indicative of the results of operations or cash flows for
the full year ending December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|2. |  | Management Estimates and Assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | Certain amounts included in or affecting the Companys financial
statements and related disclosures must be estimated, requiring that
certain assumptions be made with respect to values or conditions which
cannot be made with certainty at the time the financial statements are
prepared. Therefore, the reported amounts of the Companys assets and
liabilities, revenues and expenses, and associated disclosures with
respect to contingent assets and obligations are necessarily affected by
these estimates. The Company evaluates these estimates on an ongoing
basis, utilizing historical experience, consultation with experts, and
other methods considered reasonable in the particular circumstances.
Nevertheless, actual results may differ significantly from the Companys
estimates.                                                                                                                                                                                                
|  
|3. |  | Change In Accounting Principle:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | On January 1, 2002, the Company became subject to the accounting and
reporting requirements of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No.
144). SFAS No. 144 supercedes Statement of Financial Accounting Standards
No. 121 but retains the requirement to recognize an impairment loss only
if the carrying amount of a long-lived asset is not recoverable from its
undiscounted cash flows and to measure an impairment loss as the
difference between the carrying amount and fair value of the asset. SFAS
No. 144 eliminates the requirement to allocate goodwill to long-lived
assets to be tested for impairment. SFAS No. 144 also requires that a
long-lived asset to be abandoned, exchanged for a similar productive
asset, or distributed to owners in a spin off be considered held and used
until it is disposed of by sale, whether previously held and used or newly
acquired. SFAS No. 144 additionally broadens the

8



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##### Table of Contents



CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|3. |  | Change In Accounting Principle, continued:                                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | presentation of discontinued operations in the income statement to include
a component of an entity rather than a segment of a business. Upon
adoption, there was no impact on the Companys results of operations or
financial position.
|  
|4. |  | Restricted Cash:                                                                                                                                                                                                                         
|  
|   |  | Restricted cash consisted of the following at:                                                                                                                                                                                           

|                                                                 |  |           |           |              |  |   |           | 
|---------------------------------------------------------------- |  | --------- | --------- | ------------ |  | - | --------- | 
|                                                                 |  | March 31, |           | December 31,
|                                                                 |  | 2002      |           | 2001        
|                                                                 |  |           |           |             
|Collateral
for Letter of Credit (a)                              |  | $         | 249,000   |              |  | $ | 249,000   | 
|                                                                
|                                                                
|                                                                
|                                                                
|Collateral for reclamation bonds and other
contingent events (b) |  |           | 147,600   |              |  |   | 146,800   | 
|                                                                
|                                                                
|                                                                
|                                                                
|Kendall Mine reclamation (c)                                     |  |           | 1,878,200 |              |  |   | 1,869,300 | 
|                                                                
|                                                                
|                                                                
|                                                                
|Unexpended proceeds from gold sales (d)                          |  |           | 500       |              |  |   | 129,700   | 
|                                                                 |  |           |           |              |  |  
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                 |  |           | 2,275,300 |              |  |   | 2,394,800 | 
|                                                                
|                                                                
|                                                                
|                                                                
|Current portion                                                  |  |           | 500       |              |  |   | 129,700   | 
|                                                                 |  |           |           |              |  |  
|                                                                
|                                                                
|                                                                
|                                                                
|Noncurrent portion*                                              |  | $         | 2,274,800 |              |  | $ | 2,265,100 | 
|                                                                 |  |           |           |              |  |  



---

|*   |  | Included in other assets                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(a) |  | In connection with the issuance of certain bonds for the
performance of reclamation obligations and other contingent events
at the Briggs Mine, a bank Letter of Credit was provided in favor of
the Surety as partial collateral for such bond obligations. The
Letter of Credit is fully collateralized with cash and will expire
no earlier than December 31, 2002, and at the banks option, may be
renewed for successive one-year periods.
|   
|   
|   
|   
|(b) |  | Held directly by the Surety in an interest bearing account as
partial collateral for reclamation and other contingent events at
the Briggs Mine.                                                                                                                                                                                                                                                                                                
|   
|   
|   
|   
|(c) |  | Held directly by the Montana Department of Environmental
Quality in an interest bearing account for use in continuing
reclamation at the Kendall minesite.                                                                                                                                                                                                                                                                                      
|   
|   
|   
|   
|(d) |  | The Briggs Mine loan facility requires all proceeds from gold
sales to be held in trust and disbursed from the collected credit
balance in certain orders of priority.                                                                                                                                                                                                                                                                          

9



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##### Table of Contents



CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|5. |  | Inventories:                              
|-- |  | ------------------------------------------
|  
|   |  | Inventories consisted of the following at:

|                       |  |           |           |              |  |  |           | 
|---------------------- |  | --------- | --------- | ------------ |  |  | --------- | 
|                       |  | March 31, |           | December 31,
|                       |  | 2002      |           | 2001        
|                       |  |           |           |             
|Gold-in-process (a)    |  |           | 6,007,800 |              |  |  | 6,436,900 | 
|                      
|                      
|                      
|                      
|Materials and supplies |  |           | 258,100   |              |  |  | 365,700   | 
|                       |  |           |           |              |  |  |           | 
|                       |  |           | 6,265,900 |              |  |  | 6,802,600 | 
|                       |  |           |           |              |  |  |           | 



---

|(a) |  | Includes all direct and indirect costs of mining, crushing,
processing, and site overhead expenses.
|--- |  | ---------------------------------------------------------------------------------------------------



|6. |  | Notes Payable:                              
|-- |  | --------------------------------------------
|  
|   |  | Notes payable consisted of the following at:

|                           |  |           |           |              |  |   |           | 
|-------------------------- |  | --------- | --------- | ------------ |  | - | --------- | 
|                           |  | March 31, |           | December 31,
|                           |  | 2002      |           | 2001        
|                           |  |           |           |             
|Briggs Loan Facility (a)   |  | $         | 3,402,900 |              |  | $ | 3,749,200 | 
|                          
|                          
|                          
|                          
|Other                      |  |           | 68,100    |              |  |   | 68,100    | 
|                           |  |           |           |              |  |   |           | 
|                           |  |           | 3,471,000 |              |  |   | 3,817,300 | 
|                          
|                          
|                          
|                          
|Current portion            |  |           | 2,842,500 |              |  |   | 1,743,100 | 
|                           |  |           |           |              |  |   |           | 
|Notes Payable  Noncurrent |  | $         | 628,500   |              |  | $ | 2,074,200 | 
|                           |  |           |           |              |  |   |           | 



---

|(a) |  | During the first quarter of 2002, the weighted average interest
rate on the loan facility was 4.3%. For the comparable period in
2001, the weighted average interest rate was 8.4%.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. |  | Stock Issuance Obligation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In March 2002, the Company commenced an equity offering of units
consisting of one common stock and one warrant to purchase one share of
common stock, priced at $1.23 per unit. The warrant, exercisable at any
time during the twelve month period following closing, entitles the holder
to purchase one share of common stock at a price of $1.67 per share.
Through March 31, 2002, proceeds of $1,681,500 had been received.
In April 2002, the Company issued 1,367,085 shares of common stock and
warrants to purchase 1,367,085 shares of common stock in connection with
the proceeds received in March 2002.

10



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##### Table of Contents



CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|8. |  | Commitments and Contingencies:
|-- |  | ------------------------------



| | (a) |  | Kendall Mine Reclamation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Kendall Mine operates under permits granted by the Montana
Department of Environmental Quality (DEQ). In January 2002, the DEQ
issued a decision that a comprehensive Environmental Impact
Statement (EIS) is needed for completion of reclamation at Kendall.
The Company feels that it is crucial that reclamation proceed at
Kendall without further delay and, therefore, disagrees with the
agency decision, and is presently evaluating its course of action
with regard to the DEQs decision. The Companys estimate of costs
remaining to achieve mine closure of approximately $1.6 million
could be impacted by the outcome of an agency decision following an
EIS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (b) |  | Surety Bonds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | The Briggs Mine operates under permits granted by various agencies
including the U.S. Bureau of Land Management (BLM), Inyo County, the
California Department of Conservation, and the Lahontan Regional
Water Quality Control Board (Lahontan). These agencies have jointly
required the Company to post a reclamation bond in the amount of
$3,030,000 to ensure appropriate reclamation. Additionally, the
Company was required by Lahontan to post a $1,010,000 bond to ensure
adequate funds to mitigate any foreseeable release, as defined, of
pollutants to state waters. Both bonds are subject to annual review
and adjustment. At March 31, 2002, the Surety issuing the bonds held
the following collateral: (i) cash in the amount of $147,600; (ii) a
bank Letter of Credit in the amount of $249,000 which is
collateralized with cash; and (iii) a security interest in 28,000
acres of real property mineral interests in Montana. In addition,
the Company agreed to make additional cash deposits with the Surety
totaling $1.5 million over a three year period at the rate of $0.5
million per year, commencing June 30, 2001. The Company has not made
the $0.5 million deposit due on June 30, 2001, and is in discussions
with the Surety to reschedule the deposit requirements.
|
| |     |  | On or before October 20, 2002, the Company is required to replace a
$0.5 million surety bond presently supported by Franco-Nevada Mining
Corporation in connection with reclamation obligations at the
McDonald Gold Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (c) |  | Contingent Liability:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | On September 25, 1997, the Company, together with its wholly-owned
subsidiary, CR Montana Corporation (CR Montana), purchased a 72.25%
participating interest and underlying assets in the Seven-Up
Pete Venture (SPV) from CR Montanas partner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

11



---



##### Table of Contents





|8. |  | Commitments and Contingencies, continued:
|-- |  | -----------------------------------------



| |     |  | in the SPV, Phelps Dodge Corporation (Phelps Dodge). The Company
and its wholly-owned subsidiary now own 100% of the SPV. The SPV
includes the McDonald Gold Project near Lincoln, Montana.
The Company made an initial payment of $5 million and is required to
make a final payment of $10 million upon issuance of all permits
required for construction of the McDonald Gold Project, or
alternatively, one-third of any proceeds received from a takings
lawsuit. Due to the contingent nature of the transaction, the
Company recorded only the initial payment of $5 million as additions
to mining claims and leases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The purchase payments are collateralized only by the 72.25%
participating interest and underlying assets in the SPV transferred
from Phelps Dodge to the Company and CR Montana in this transaction,
and the 50% co-tenancy interest in certain real property also
transferred to the Company and CR Montana.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) |  | Other Contingent Matters:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |  | In November 1998, the Montana electorate passed an anti-cyanide
mining initiative (I-137) by a vote of 52% to 48%. I-137, as
modified by the State Legislature in April 1999, bans development of
new gold and silver mines, which use open-pit mining methods and
cyanide in the treatment and recovery process. In April 2000, the
SPV filed lawsuits in Montana State District Court and in the United
States District Court, seeking to have I-137 declared
unconstitutional, or, alternatively, to obtain a takings or damage
award for the lost value of the McDonald, Seven-Up Pete and Keep
Cool mineral properties. These lawsuits are based on, amongst
others, (i) the right not to be deprived of property without due
process of law; (ii) the right to equal protection under the laws;
and (iii) the right to be protected against laws which impair the
obligations of existing contracts. The United States District Court
issued a ruling August 30, 2001 in which the Court dismissed the
SPVs substantive due process claim but, as requested by the SPV,
ruled that the remainder of the SPVs claims could be pursued at
such time as the State lawsuit was resolved. The Montana State
District Court issued a ruling November 1, 2001 in response to a
Motion to Dismiss and a Motion For Summary Judgment by the State of
Montana. In this ruling, the Court dismissed four of the SPVs
fourteen counts, including its substantive due process and equal
protection challenges to I-137s validity. The decision maintained
for adjudication the contract impairment validity challenge,
contract damage claims,

12



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##### Table of Contents



CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|8. |  | Commitments and Contingencies, continued:
|-- |  | -----------------------------------------



| |  |  | and all of the takings claims. The Companys legal counsel believes
the claims asserted by the SPV are meritorious and that the SPV is
likely to prevail in its lawsuit.                                                                                                                                                                                                                                                                       
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | In October 2001, a plaintiff group filed suit in Montana District
Court against the Company and its wholly-owned subsidiary, CR
Kendall Corporation, alleging violation
of water rights and other torts in connection with the
operation of the Kendall Mine. The Complaint seeks unspecified
damages and punitive damages. The Company believes the allegations
are completely without merit and that the Company will prevail in
this matter.



|9. |  | Derivative Instruments and Price Protection Arrangements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company, as required by its Briggs Mine loan facility, utilizes
forward sales contracts to limit or reduce market exposure from the sale
of gold from the Briggs Mine. At March 31, 2002, the Company had
outstanding contracts on 43,200 ounces of gold at an average price of
approximately $268 per ounce with a fair market value that was $1,515,200
less than contractual amounts. At December 31, 2001, the fair market value
of the Companys forward contracts (51,600 ounces at an average price of
approximately $268 per ounce) was $597,600 less than contractual amounts.
The change of $917,600 since December 31, 2001 in the unrealized
mark-to-market loss of the contracts is shown as a separate line item in
the other income (expense) section on the Statement of Operations.
|  
|   |  | On June 30, 1999, the Company converted its Briggs Mine gold loan to a
cash loan. In connection with the conversion, the Company reduced the
monetized amount of the debt to fair value, resulting in a gain of $2.5
million, which was deferred. During the first quarters of 2002 and 2001,
$0.3 million of the gain was recognized in each period and is included in
revenues on the Statement of Operations.                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | The Company liquidated certain gold contracts in 1999. The gain on the
liquidation was deferred and has been recognized in operations based on
the original expected settlement dates of the forward contracts. For the
three months ended March 31, 2001, deferred income of $0.3 million is
included in revenues on the Statement of Operations in connection with the
transaction.                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | During the first quarter of 2001, the Company entered into a forward
position on 20,000 ounces and financially settled the contract with its
counterparty, which resulted in a gain of $164,600. This amount is shown
as other income on the Statement of Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

13



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##### Table of Contents



CANYON RESOURCES CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



|10. |  | Earnings per Share (EPS):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Company computes EPS by applying the provisions of Financial
Accounting Standards No. 128, Earnings per Share. As the Company reported
net losses for the periods presented, inclusion of common stock
equivalents would have an antidilutive effect on per share amounts.
Accordingly, the Companys basic and diluted EPS computations are the same
for the periods presented. Common stock equivalents that were not
included in the computation of diluted EPS for the three months ended
March 31, 2002 and 2001, were 722,900 and 757,200, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|11. |  | Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | The Company has not recorded a tax benefit for the current period as the
benefit is not expected to be realized during the year. The benefit is
also not expected to be realizable as a deferred tax asset at year end as
the Company anticipates recording a full valuation allowance for all
deferred tax assets, except to the extent of offsetting reversals of
expected deferred tax liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|12. |  | Recently Issued Financial Accounting Standard:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations(SFAS No. 143). SFAS No. 143 establishes
accounting and reporting standards for obligations associated with the
retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value can be
made. The associated asset retirement costs are capitalized as part of
the carrying amount of the long-lived asset. SFAS No. 143 contains
disclosure requirements that provide descriptions of asset retirement
obligations and reconciliations of changes in the components of those
obligations. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Company). The Company is in the
process of determining the future impact that the adoption of SFAS No. 143
may have on its results of operations or financial position.
|   
|13. |  | Subsequent Event:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | In April 2002, the Company completed a private placement that initially
commenced in March 2002. See Note 7. Additional proceeds of $290,000 were
realized through the sale of 235,775 shares of common stock and warrants
to purchase 235,775 shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

14



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Purposes of the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995.

The matters discussed in this report on Form 10-Q, when not historical
matters, are forward-looking statements that involve a number of risks and
uncertainties that could cause actual results to differ materially from
projected results. Such factors include, among others, the speculative nature
of mineral exploration, commodity prices, production and reserve estimates,
environmental and government regulations, availability of financing, force
majeure events, and other risk factors as described from time to time in the
Companys filings with the Securities and Exchange Commission. Many of these
factors are beyond the Companys ability to control or predict. The Company
disclaims any intent or obligation to update its forward-looking statements,
whether as a result of receiving new information, the occurrence of future
events, or otherwise.

Results of Operations

The Company recorded a net loss of $2.4 million, or $0.14 per share, on
revenues of $4.0 million for the three months ended March 31, 2002. For the
comparable period of 2001, the Company recorded a net loss of $0.9 million, or
$0.07 per share, on revenues of $7.3 million.

For the three months ended March 31, 2002, the Company sold 13,338 ounces
of gold and 5,554 ounces of silver at an average price of $303 per equivalent
gold ounce. For the comparable period of 2001, the Company sold 24,097 ounces
of gold and 4,400 ounces of silver at an average realized price of $304 per
equivalent gold ounce. The New York Commodity Exchange (COMEX) gold price
averaged $291 and $263 per ounce for the three months ended March 31, 2002 and
2001, respectively.

The following table summarizes the Companys gold deliveries and revenues:

|                   |                 |  |                    |       |                    |   |         |     |        |   |           |       |         |  |        |        |         |   |     |     |  |   |       |       | 
|------------------ | --------------- |  | ------------------ | ----- | ------------------ | - | ------- | --- | ------ | - | --------- | ----- | ------- |  | ------ | ------ | ------- | - | --- | --- |  | - | ----- | ----- | 
|                   |                 |  | Three Months Ended |       | Three Months Ended
|                   |                 |  | March 31, 2002     |       | March 31, 2001    
|                   |                 |  |                    |       |                   
|                   |                 |  |                    |       |                    |   | Average |     |        |   |           |       |         |  |        |        | Average |   |     |     | 
|                   |                 |  | Gold               |       | Price Per          |   | Revenue |     | Gold   |   | Price Per |       | Revenue
|                   |                 |  | Ounces             |       | Oz.                |   | $000's  |     | Ounces |   | Oz.       |       | $000's 
|                   |                 |  |                    |       |                    |   |         |     |        |   |           |       |        
|Deliveries         |                 |  |                    |       |                    |   |         |     |        |   |           |       |         |  |        |        |         |   |     |     |  |   |       |      
|                  
|                  
|                  
|                  
|                   | Forwards        |  |                    | 6,000 |                    |   | $       | 268 |        |   | $         | 1,610 |         |  |        | 7,000  |         |   | $   | 320 |  |   | $     | 2,239 | 
|                  
|                  
|                  
|                  
|                   | Spot sales      |  |                    | 7,338 |                    |   | $       | 285 |        |   |           | 2,091 |         |  |        | 17,097 |         |   | $   | 264 |  |   |       | 4,509 | 
|                  
|                  
|                  
|                  
|                   | Deferred income |  |                    |      |                    |   |         |     |        |   |           | 316   |         |  |        |       |         |   |     |     |  |   |       | 557   | 
|                   |                 |  |                    |       |                    |   |         |     |        |   |           |       |        
|                  
|                  
|                  
|                  
|                   |                 |  | 13,338             |       |                    | $ | 301     |     |        |   | 4,017     |       |         |  | 24,097 |        |         | $ | 303 |     |  |   | 7,305 |      
|                  
|                  
|                  
|                  
|Other transactions |                 |  |                    |       |                    |   |         |     |        |   |           |       |         |  |        |        |         |   |     |     |  |   |       |      
|                  
|                  
|                  
|                  
|                   | Silver proceeds |  |                    |      |                    |   |         |     |        |   |           | 25    |         |  |        |       |         |   |     |     |  |   |       | 20    | 
|                   |                 |  |                    |       |                    |   |         |     |        |   |           |       |        
|                  
|                  
|                  
|                  
|                   |                 |  | 13,338             |       |                    | $ | 303     |     |        | $ | 4,042     |       |         |  | 24,097 |        |         | $ | 304 |     |  | $ | 7,325 |      

15



---



##### Table of Contents



Cost of sales was $4.1 million for the three months ended March 31, 2002,
as compared to $6.3 million in the prior period. Per ounce cost of gold sold
at the Briggs Mine, as computed under the Gold Institutes Production Cost
Standard, was as follows:

|                           |  |                              |     |      |  |   |     | 
|-------------------------- |  | ---------------------------- | --- | ---- |  | - | --- | 
|                           |  | Three months ended March 31,
|                           |  |                             
|                           |  | 2002                         |     | 2001
|                           |  |                              |     |     
|Cash operating (1)         |  | $                            | 307 |      |  | $ | 250 | 
|                          
|                          
|                          
|                          
|Total cash costs (2)       |  | $                            | 307 |      |  | $ | 255 | 
|                          
|                          
|                          
|                          
|Total production costs (3) |  | $                            | 393 |      |  | $ | 329 | 



---

|(1) |  | All direct and indirect costs of the operation, excluding
royalties and accruals for site reclamation.
|--- |  | ------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Cash operating costs plus royalties.                                                                  
|   
|   
|   
|   
|(3) |  | Total cash costs plus depreciation, depletion, amortization and
accruals for site reclamation.        

Cash costs per ounce were higher in the current period due to lower gold
production. During the first quarter of 2002, high strip ratios in the last
remaining benches of the North Briggs deposit and pre-stripping requirements at
the Goldtooth deposit resulted in significantly lower ore tons and ounces of
gold placed on the leach pad for processing and recovery.

Depreciation, depletion and amortization was lower in the current period
due to lower ounces of gold sold.

Selling, general and administrative expense and exploration costs were not
materially different for the periods presented.

Interest income was lower in the current period due to lower yields.
Interest expense was lower in the current period due to lower principal
balances and interest rates.

The Company recognized gains of approximately $0.229 million and $0.045
million in connection with the sale of a foreign exploration property during
the three months ended March 31, 2002 and 2001, respectively.

During the first quarter of 2002, the Company recorded an unrealized
mark-to-market loss on its forward gold contracts of approximately $0.9
million. This amount is shown as a separate line item in the other income
(expense) section on the Statement of Operations. There was no comparable
activity in the prior period.

During the first quarter of 2001, the Company entered into a 20,000 ounce
forward position and financially settled the contract with its counterparty,
which resulted in a gain of approximately $0.2 million. This amount is shown
as other income on the Statement of Operations. There was no comparable
activity in the current period.

16



---



##### Table of Contents



Liquidity & Capital Resources

For the three months ended March 31, 2002, operating activities used $0.1
million of cash, investing activities used $0.6 million and financing
activities provided $1.4 million resulting in a net increase in cash of $0.7
million. Cash and cash equivalents at March 31, 2002 was $2.4 million.

During the first quarter of 2002, the Company spent $0.8 million at the
Briggs Mine, principally to develop the Goldtooth deposit and $0.1 million on
the McDonald Gold Project.

During the first quarter of 2002, the Company raised approximately $1.9
million through private equity offerings, paid down debt by approximately $0.3
million, and made capital lease payments of approximately $0.2 million.

Other Matters

McDonald Gold Project  Anti-Cyanide Initiative

In November 1998, the Montana electorate passed an anti-cyanide mining
initiative (I-137) by a vote of 52% to 48%. I-137, as modified by the State
Legislature in April 1999, bans development of new gold and silver mines, which
use open-pit mining methods and cyanide in the treatment and recovery process.
In April 2000, the Seven-Up Pete Venture (SPV) filed lawsuits in Montana State
District Court and in the United States District Court, seeking to have I-137
declared unconstitutional, or, alternatively, to obtain a takings or damage
award for the lost value of the McDonald, Seven-Up Pete and Keep Cool mineral
properties. These lawsuits are based on, amongst others, (i) the right not to
be deprived of property without due process of law; (ii) the right to equal
protection under the laws; and (iii) the right to be protected against laws
which impair the obligations of existing contracts. The United States District
Court issued a ruling August 30, 2001 in which the Court dismissed the SPVs
substantive due process claim but, as requested by the SPV, ruled that the
remainder of the SPVs claims could be pursued at such time as the State
lawsuit was resolved. The Montana State District Court issued a ruling
November 1, 2001 in response to a Motion to Dismiss and a Motion For Summary
Judgment by the State of Montana. In this ruling, the Court dismissed four of
the SPVs fourteen counts, including its substantive due process and equal
protection challenges to I-137s validity. The decision maintained for
adjudication the contract impairment validity challenge, contract damage
claims, and all of the takings claims. The Companys legal counsel believes the
claims asserted by the SPV are meritorious and that the SPV is likely to
prevail in its lawsuit.

McDonald Gold Project   State Leases

On September 24, 1998, the Montana Department of Natural Resources (DNRC),
the entity that administers state mineral leases, unilaterally decided to
cancel the permitting extension of the 10-year lease term of the state leases
that pertain to the McDonald Gold Project which would require the Company,
after a period of approximately seventeen months, to commence paying a delay
rental of $150,000 per month in order to maintain the leases. In February
2000, pursuant to its September 1998 decision, the DNRC determined that the
primary terms of the mineral leases had expired. The Company appealed the
action of the DNRC in an administrative hearing process and the DNRC Hearing
Examiner affirmed the DNRC action. As part of the I-137 lawsuit filed in April
2000 against the State of Montana, the Company has asked the court to review
and

17



---



##### Table of Contents



invalidate the DNRCs action. It is the Companys position that the permitting
process has been interrupted by the threat and passage of I-137 and, thus, the
permit extension is continued until the governmental impediment is resolved.

Kendall Mine  Environmental Regulation

The Kendall Mine operates under permits granted by the Montana Department
of Environmental Quality (DEQ). In January 2002, the DEQ issued a decision
that a comprehensive Environmental Impact Statement (EIS) is needed for
completion of reclamation at Kendall. The Company feels that it is crucial that
reclamation proceed at Kendall without further delay and, therefore, disagrees
with the agency decision, and is presently evaluating its course of action with
regard to the DEQs decision. The Companys estimate of costs remaining to
achieve mine closure of approximately $1.6 million could be impacted by the
outcome of an agency decision following an EIS.

Kendall Mine  Legal Matters

In October 2001, a plaintiff group filed suit in Montana District Court
against the Company and its wholly-owned subsidiary, CR Kendall Corporation.
The Complaint alleges violation of water rights and other torts in connection
with the operation of the Kendall Mine and seeks unspecified damages and
punitive damages. The Company believes the allegations are completely without
merit and that the Company will prevail in this matter.

Recently Issued Financial Accounting Standard

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Asset Retirement
Obligations(SFAS No. 143). SFAS No. 143 establishes accounting and
reporting standards for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized
as part of the carrying amount of the long-lived asset. SFAS No. 143 contains
disclosure requirements that provide descriptions of asset retirement
obligations and reconciliations of changes in the components of those
obligations. SFAS No. 143 is effective for fiscal years beginning after June
15, 2002 (January 1, 2003 for the Company). The Company is in the process of
determining the future impact that the adoption of SFAS No. 143 may have on its
results of operations or financial position.

18



---



##### Table of Contents






Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Prices

The Companys earnings and cash flow are significantly impacted by changes
in the market price of gold. Gold prices can fluctuate widely and are affected
by numerous factors, such as demand, production levels, economic policies of
central banks, producer hedging, and the strength of the U.S. dollar relative
to other currencies. During the last five years, the average annual market
price has fluctuated between $271 per ounce and $331 per ounce.

The Company, as required by its Briggs Mine loan facility, utilizes
forward sales contracts to limit or reduce market exposure from the sale of
gold from the Briggs Mine. As of March 31, 2002, the Company had outstanding
forward contracts on 43,200 ounces of gold at an average price of $268 per
ounce, approximately 64% of anticipated production over the next twelve months.
A forward contract allows the Company the flexibility to (i) deliver gold and
receive the contract price if the market price is below the contract price or
(ii) extend the maturity date of the forward contract and sell at the market
price if the contract price is below the market price. For purposes of
illustrating the potential impact of a change in gold price on the Companys
annual profitability and cash flow, if 50% of its estimated production for the
next twelve months was delivered against forward contracts, a $10 change in the
price of gold would have an impact of approximately $0.3 million. Similarly,
forward deliveries of only 25% of estimated production with a $10 change in the
price of gold would impact the Companys annual profitability and cash flow by
approximately $0.5 million.

There are certain market risks associated with the forward gold contracts
utilized by the Company. If the Companys counterparties fail to honor their
contractual obligation to purchase gold at agreed-upon prices, the Company may
be exposed to market price risk by having to sell gold in the open market at
prevailing prices. Similarly, if the Company fails to produce sufficient
quantities of gold to meet its forward commitments, the Company would have to
purchase the shortfall in the open market at prevailing prices. In addition,
the Company could be subject to cash margin calls by counterparties if the
market price of gold significantly exceeds the forward contract price which
would create additional financial obligations.

At March 31, 2002, the fair value of the Companys forward gold contracts
was approximately $1.5 million less than contractual amounts.

Interest Rates

At March 31, 2002, the Companys debt was approximately $3.5 million,
primarily relating to the Briggs Mine loan facility. The Company is required
to periodically reset the rate on the loan facility for periods that the
Company may choose which range in duration from one to six months. During the
first quarter of 2002, the interest rate on the facility averaged 4.3%. A 100
basis point change in the rate would have an impact on annual earnings and cash
flow of less than $0.1 million, based on the outstanding loan amount of
approximately $3.5 million at March 31, 2002.

Foreign Currency

The price of gold is denominated in U.S. dollars, and the Companys gold
production operations are in the United States. The Company conducts only a
minor amount of exploration activity in foreign countries and has minimal
foreign currency exposure.

19



---



##### Table of Contents



PART II OTHER INFORMATION

|        |  |                       |  |     
|------- |  | --------------------- |  | ----
|Item 1. |  | Legal Proceedings:    |  | None
|       
|       
|       
|       
|Item 2. |  | Changes in Securities |  |     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In January 2002, the Company issued 229,886 unregistered shares of its
$0.01 par value common stock in a private placement transaction for
aggregate proceeds of $200,000. The shares were issued only to
accredited investors pursuant to the exemption provided by Section
4(2) of the Securities and Exchange Act of 1933, as amended.                                                                                                                                                             
|
| | In January 2002, the Company issued 10,802 unregistered shares of its
$0.01 par value common stock as compensation for services to a single
sophisticated employee, John C. Doody. The shares were issued pursuant
to the exemption provided by Section 4(2) of the Securities and
Exchange Act of 1933, as amended.                                                                                                                                                                                  
|
| | In April 2002, the Company issued 1,602,860 unregistered shares of its
$0.01 par value stock and warrants to purchase 1,602,860 shares of
common stock in a transaction more fully described in Notes 7 and 13
to the Interim Consolidated Financial Statements contained in Part I
of this Quarterly Report on Form 10-Q. The shares and warrants were
issued only to accredited investors pursuant to the exemption provided
by Section 4(2) of the Securities and Exchange Act of 1933, as
amended.

|          |  |                                                    |  |     
|--------- |  | -------------------------------------------------- |  | ----
|Item 3.   |  | Defaults Upon Senior Securities:                   |  | None
|         
|         
|         
|         
|Item 4.   |  | Submission of Matters to Vote of Security Holders: |  | None
|         
|         
|         
|         
|Item 5.   |  | Other Information:                                 |  | None
|         
|         
|         
|         
|Item 6(a) |  | Exhibits                                           |  |     



| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibits, as required by Item 601 of Regulation S-K, are listed on
pages 21-22. The exhibit numbers correspond to the numbers assigned
in Item 601 of Regulation S-K.

|          |  |                      |  |     
|--------- |  | -------------------- |  | ----
|Item 6(b) |  | Reports on Form 8-K: |  | None

20



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                         
|NUMBER  |  | DESCRIPTION                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                         
|3.1     |  | Articles of Incorporation of the Company, as amended (1)                                                                                                                                                                                                                
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|3.1.1   |  | Executed Certificate of Designations, dated December 26, 1990, as
filed with the Delaware Secretary of State on December 26, 1990 (2)                                                                                                                                   
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|3.2     |  | Bylaws of the Company, as amended (7)                                                                                                                                                                                                                                   
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|4.1     |  | Rights Agreement dated March 20, 1997, between Canyon Resources
Corporation and American Securities Transfer & Trust, Inc. (5)                                                                                                                                          
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|4.2*    |  | Specimen Warrant Certificate                                                                                                                                                                                                                                            
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.1    |  | Change of Control Agreements, dated December 6, 1991, between the
Company and Richard H. De Voto and Gary C. Huber (3)                                                                                                                                                  
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2    |  | Loan Agreement dated December 6, 1995, among CR Briggs Corporation as
Borrower and Banque Paribas as Agent (4)                                                                                                                                                          
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.1  |  | Amendment No. 1 to Loan and Guarantee Agreements dated April 8, 1998,
among CR Briggs Corporation, Canyon Resources Corporation, and Banque
Paribas as Agent (8)                                                                                                        
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.2  |  | Amendment No. 2 to Loan and Guarantee Agreements dated August 19, 1998,
among CR Briggs Corporation, Canyon Resources Corporation, and Banque
Paribas as Agent (8)                                                                                                      
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.3  |  | Amendment No. 3 to Loan Agreement and Waiver dated July 8, 1999, among
CR Briggs Corporation and Banque Paribas as Agent (9)                                                                                                                                            
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.4  |  | Amendment No. 4 to Loan Agreement and Waiver dated March 26, 2001,
among CR Briggs Corporation and BNP Paribas, as successor-in-interest to
Banque Paribas as Agent (10)                                                                                                
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.5  |  | Amendment No. 5 to Loan Agreement and Waiver dated March 25, 2002,
among CR Briggs Corporation, Canyon Resources Corporation, and Banque
Paribas, as Agent (12)                                                                                                         
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.3    |  | Master Tax Lease dated December 27, 1995, between CR Briggs Corporation
and Caterpillar Financial Services Corporation (4)                                                                                                                                              
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.4    |  | Purchase Agreement dated September 25, 1997, between Phelps Dodge
Corporation, acting through its division, Phelps Dodge Mining Company,
and CR Montana Corporation and Canyon Resources Corporation (6)                                                                
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.4.1  |  | Second Amendment and Supplement to Purchase Agreement dated September
17, 1999, between Phelps Dodge Corporation, acting through its division,
Phelps Dodge Mining Company, CR Montana Corporation and Canyon Resources
Corporation, and Seven-Up Pete Joint Venture (9)
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.5    |  | Assignment of Royalty Proceeds, effective as of April 1, 2001, between
Canyon Resources Corporation and Franco-Nevada Mining Corporation, Inc. (11)                                                                                                                     



---

|*   |  | Filed herewith                                                                                                                                                       
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Exhibit 3.1 is incorporated by reference from Exhibit 3.1(a) to the
Companys Amended Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2000.      
|   
|   
|   
|   
|(2) |  | Exhibit 3.1.1 is incorporated by reference from Exhibit 4 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on December 26, 1990.

21



---



##### Table of Contents



|(3)  |  | Exhibit 10.1 is incorporated by reference from Exhibit 10.20 of the
Companys Annual Report on Form 10-K for the fiscal year ended December
31, 1992.                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(4)  |  | Exhibits 10.2 and 10.3 are incorporated by reference from Exhibits
10.22 and 10.23 of the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.      
|    
|    
|    
|    
|(5)  |  | Exhibit 4.1 is incorporated by reference from Exhibit 4 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on March 27, 1997.                 
|    
|    
|    
|    
|(6)  |  | Exhibit 10.4 is incorporated by reference from Exhibit 2 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on October 9, 1997.               
|    
|    
|    
|    
|(7)  |  | Exhibit 3.2 is incorporated by reference from Exhibit 3.2 of the
Companys Annual Report on Form 10-K for the fiscal year ended December
31, 1997.                               
|    
|    
|    
|    
|(8)  |  | Exhibits 10.2.1 and 10.2.2 are incorporated by reference from
Exhibits 10.2.1 and 10.2.2 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1998.
|    
|    
|    
|    
|(9)  |  | Exhibits 10.2.3 and 10.4.1 are incorporated by reference from
Exhibits 10.2.3 and 10.4.1 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1999.
|    
|    
|    
|    
|(10) |  | Exhibit 10.2.4 is incorporated by reference from Exhibit 10.2.4 of
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.                         
|    
|    
|    
|    
|(11) |  | Exhibit 10.5 is incorporated by reference from Exhibit 1.1 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on October 9, 2001.             
|    
|    
|    
|    
|(12) |  | Exhibit 10.2.5 is incorporated by reference from Exhibit 10.2.5 of
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.                         

22



---



##### Table of Contents






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 thereunto duly authorized.

|      |  |              |  |                                                         
|----- |  | ------------ |  | --------------------------------------------------------
|      |  |              |  | CANYON RESOURCES CORPORATION                            
|     
|     
|     
|     
|      |  |              |  |                                                         
|     
|     
|     
|     
|Date: |  | May 13, 2002 |  | /s/ Gary C. Huber

Gary C. Huber
Chief Financial Officer
|     
|     
|     
|     
|      |  |              |  |                                                         
|     
|     
|     
|     
|Date: |  | May 13, 2002 |  | /s/ Richard T. Phillips

Richard T. Phillips
Treasurer  

23



---



##### Table of Contents





Exhibit Index

|        |  |                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                                                                                                                                                                                                         
|NUMBER  |  | DESCRIPTION                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                         
|3.1     |  | Articles of Incorporation of the Company, as amended (1)                                                                                                                                                                                                                
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|3.1.1   |  | Executed Certificate of Designations, dated December 26, 1990, as
filed with the Delaware Secretary of State on December 26, 1990 (2)                                                                                                                                   
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|3.2     |  | Bylaws of the Company, as amended (7)                                                                                                                                                                                                                                   
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|4.1     |  | Rights Agreement dated March 20, 1997, between Canyon Resources
Corporation and American Securities Transfer & Trust, Inc. (5)                                                                                                                                          
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|4.2*    |  | Specimen Warrant Certificate                                                                                                                                                                                                                                            
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.1    |  | Change of Control Agreements, dated December 6, 1991, between the
Company and Richard H. De Voto and Gary C. Huber (3)                                                                                                                                                  
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2    |  | Loan Agreement dated December 6, 1995, among CR Briggs Corporation as
Borrower and Banque Paribas as Agent (4)                                                                                                                                                          
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.1  |  | Amendment No. 1 to Loan and Guarantee Agreements dated April 8, 1998,
among CR Briggs Corporation, Canyon Resources Corporation, and Banque
Paribas as Agent (8)                                                                                                        
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                         
|       
|       
|       
|       
|10.2.2  |  | Amendment No. 2 to Loan and Guarantee Agreements dated August 19, 1998,
among CR Briggs Corporation, Canyon Resources Corporation, and Banque
Paribas as Agent (8)                                                                                                      
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|10.2.3  |  | Amendment No. 3 to Loan Agreement and Waiver dated July 8, 1999, among
CR Briggs Corporation and Banque Paribas as Agent (9)                                                                                                                                            
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|10.2.4  |  | Amendment No. 4 to Loan Agreement and Waiver dated March 26, 2001,
among CR Briggs Corporation and BNP Paribas, as successor-in-interest to
Banque Paribas as Agent (10)                                                                                                
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|10.2.5  |  | Amendment No. 5 to Loan Agreement and Waiver dated March 25, 2002,
among CR Briggs Corporation, Canyon Resources Corporation, and Banque
Paribas, as Agent (12)                                                                                                         
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|10.3    |  | Master Tax Lease dated December 27, 1995, between CR Briggs Corporation
and Caterpillar Financial Services Corporation (4)                                                                                                                                              
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|10.4    |  | Purchase Agreement dated September 25, 1997, between Phelps Dodge
Corporation, acting through its division, Phelps Dodge Mining Company,
and CR Montana Corporation and Canyon Resources Corporation (6)                                                                
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|10.4.1  |  | Second Amendment and Supplement to Purchase Agreement dated September
17, 1999, between Phelps Dodge Corporation, acting through its division,
Phelps Dodge Mining Company, CR Montana Corporation and Canyon Resources
Corporation, and Seven-Up Pete Joint Venture (9)
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|10.5    |  | Assignment of Royalty Proceeds, effective as of April 1, 2001, between
Canyon Resources Corporation and Franco-Nevada Mining Corporation, Inc. (11)                                                                                                                     



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|*   |  | Filed herewith                                                                                                                                                       
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|(1) |  | Exhibit 3.1 is incorporated by reference from Exhibit 3.1(a) to the
Companys Amended Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2000.      
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|(2) |  | Exhibit 3.1.1 is incorporated by reference from Exhibit 4 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on December 26, 1990.





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##### Table of Contents



|(3)  |  | Exhibit 10.1 is incorporated by reference from Exhibit 10.20 of the
Companys Annual Report on Form 10-K for the fiscal year ended December
31, 1992.                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|(4)  |  | Exhibits 10.2 and 10.3 are incorporated by reference from Exhibits
10.22 and 10.23 of the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.      
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|(5)  |  | Exhibit 4.1 is incorporated by reference from Exhibit 4 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on March 27, 1997.                 
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|(6)  |  | Exhibit 10.4 is incorporated by reference from Exhibit 2 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on October 9, 1997.               
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|(7)  |  | Exhibit 3.2 is incorporated by reference from Exhibit 3.2 of the
Companys Annual Report on Form 10-K for the fiscal year ended December
31, 1997.                               
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|(8)  |  | Exhibits 10.2.1 and 10.2.2 are incorporated by reference from
Exhibits 10.2.1 and 10.2.2 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1998.
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|(9)  |  | Exhibits 10.2.3 and 10.4.1 are incorporated by reference from
Exhibits 10.2.3 and 10.4.1 of the Companys Annual Report on Form 10-K
for the fiscal year ended December 31, 1999.
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|(10) |  | Exhibit 10.2.4 is incorporated by reference from Exhibit 10.2.4 of
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.                         
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|(11) |  | Exhibit 10.5 is incorporated by reference from Exhibit 1.1 of the
Companys Report on Form 8-K filed with the Securities and Exchange
Commission on October 9, 2001.             
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|(12) |  | Exhibit 10.2.5 is incorporated by reference from Exhibit 10.2.5 of
the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.