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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 June 30, 2002
orbox    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   xbox   No   box
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:
19,573,868 shares of the Companys Common Stock were outstanding as
of August 1, 2002.                                                                                                                                                          



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TABLE OF CONTENTS



|                                                                                              |  |                                                           |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- |  |  |  |  |  | 
|                                                                                              |  | CONSOLIDATED BALANCE SHEETS                              
|                                                                                              |  | CONSOLIDATED STATEMENTS OF OPERATIONS                    
|                                                                                              |  | CONSOLIDATED STATEMENTS OF CASH FLOWS                    
|                                                                                              |  | CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
|                                                                                              |  | NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS       
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|EX-10.2.6 Amendment No. 6 to Loan Agreement                                                  
|EX-99.1 Certification of Chief Executive Officer                                             
|EX-99.2 Certification of Chief Financial Officer                                             



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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 8-16
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                           | Page 17
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Item 3. Quantitative and Qualitative Disclosures About
Market Risk                            |                                                           | Page 23

2



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##### Table of Contents






CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |              |            |            |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------ | -------------------- | ----------- | ---------- | ---------- | ----------- | ------------ | ---------- | ---------- |  | 
|                                                                                                                                                     |                                        |                                            |                      |             |            | June 30,   |             | December 31,
|                                                                                                                                                     |                                        |                                            |                      |             |            | 2002       |             | 2001        
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|ASSETS                                                                                                                                               |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Cash and cash equivalents                                                                                                                            |                                        | $                                          | 474,900              |             |            | $          | 1,618,100   |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Restricted cash                                                                                                                                      |                                        |                                            | 5,300                |             |            |            | 129,700     |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Accounts receivable                                                                                                                                  |                                        |                                            | 353,400              |             |            |            | 22,800      |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Inventories                                                                                                                                          |                                        |                                            | 7,195,400            |             |            |            | 6,802,600   |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Prepaid and other assets                                                                                                                             |                                        |                                            | 479,100              |             |            |            | 500,800     |             
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        |                                            | Total current assets |             |            | 8,508,100  |             |              |            | 9,074,000  | 
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|Property
and equipment, at cost                                                                                                                      |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                     | Mining claims and leases               |                                            |                      | 23,291,200  |            |            |             | 23,005,100   |           
|                                                                                                                                                     | Producing properties                   |                                            |                      | 43,343,000  |            |            |             | 49,705,600   |           
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                     | Other                                  |                                            |                      | 919,900     |            |            |             | 919,900      |           
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        |                                            | 67,554,100           |             |            |            | 73,630,600  |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                     | Accumulated depreciation and depletion |                                            |                      | (32,795,800 | )          |            |             | (36,826,800  | )         
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        | Net property and equipment                 |                      |             | 34,758,300 |            |             |              | 36,803,800 |           
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|Other assets                                                                                                                                         |                                        |                                            | 2,589,500            |             |            |            | 2,601,400   |             
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        |                                            | Total Assets         |             | $          | 45,855,900 |             |              | $          | 48,479,200 | 
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                 |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Accounts payable                                                                                                                                     |                                        | $                                          | 3,802,300            |             |            | $          | 4,840,000   |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Notes payable  current                                                                                                                              |                                        |                                            | 1,839,200            |             |            |            | 1,743,100   |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Capital leases  current                                                                                                                             |                                        |                                            | 207,600              |             |            |            | 560,400     |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Stock issuance obligation                                                                                                                            |                                        |                                            |                     |             |            |            |            |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Unrealized loss on derivative instruments                                                                                                            |                                        |                                            | 1,649,800            |             |            |            | 597,600     |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Other accrued liabilities                                                                                                                            |                                        |                                            | 688,900              |             |            |            | 875,400     |             
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     | Total current liabilities              |                                            |                      | 8,187,800   |            |            |             | 8,616,500    |           
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Notes payable  long term                                                                                                                            |                                        |                                            |                     |             |            |            | 2,074,200   |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Capital leases  long term                                                                                                                           |                                        |                                            | 123,300              |             |            |            | 504,000     |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Accrued reclamation costs                                                                                                                            |                                        |                                            | 3,978,900            |             |            |            | 3,914,200   |             
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        | Total Liabilities                          |                      |             | 12,290,000 |            |             |              | 15,108,900 |           
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|Commitments and contingencies (Note 7)                                                                                                               |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Common stock ($.01 par value) 50,000,000 shares authorized; issued and
outstanding: 19,555,300 at June 30, 2002, and 16,306,700 at
December 31, 2001 |                                        |                                            | 195,500              |             |            |            | 163,100     |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Capital in excess of par value                                                                                                                       |                                        |                                            | 103,880,500          |             |            |            | 99,992,800  |             
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Deficit                                                                                                                                              |                                        |                                            | (71,142,100          | )           |            |            | (68,065,400 | )           
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|                                                                                                                                                    
|Accumulated other comprehensive income                                                                                                               |                                        |                                            | 632,000              |             |            |            | 1,279,800   |             
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        | Total Stockholders Equity                 |                      |             | 33,565,900 |            |             |              | 33,370,300 |           
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             
|                                                                                                                                                     |                                        | Total Liabilities and Stockholders Equity |                      | $           | 45,855,900 |            |             | $            | 48,479,200 |           
|                                                                                                                                                     |                                        |                                            |                      |             |            |            |             |             

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

3



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

|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |            | 
|----------------------------------------- | ---------------------- | - | --------------------------- | ---------- | ------------------------- | - | ----------- | ---------- | ---- | - | ----------- | ---------- |  | - | ----------- | ---------- | 
|                                          |                        |   | Three months ended June 30, |            | Six months ended June 30,
|                                          |                        |   |                             |            |                          
|                                          |                        |   | 2002                        |            | 2001                      |   | 2002        |            | 2001
|                                          |                        |   |                             |            |                           |   |             |            |     
|                                          | REVENUE                |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |            | 
|                                         
|                                         
|                                         
|                                         
|Sales                                     |                        | $ | 2,838,000                   |            |                           | $ | 6,168,000   |            |      | $ | 6,880,300   |            |  | $ | 13,493,100  |           
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|                                          | EXPENSES               |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |            | 
|                                         
|                                         
|                                         
|                                         
|Cost of sales                             |                        |   | 3,215,400                   |            |                           |   | 5,097,400   |            |      |   | 7,353,300   |            |  |   | 11,392,600  |           
|                                         
|                                         
|                                         
|                                         
|Depreciation, depletion, & amortization   |                        |   | 863,100                     |            |                           |   | 1,969,400   |            |      |   | 2,062,700   |            |  |   | 3,632,500   |           
|                                         
|                                         
|                                         
|                                         
|Selling, general & administrative         |                        |   | 410,700                     |            |                           |   | 304,900     |            |      |   | 740,000     |            |  |   | 603,200     |           
|                                         
|                                         
|                                         
|                                         
|Exploration costs                         |                        |   | 10,800                      |            |                           |   | 24,100      |            |      |   | 20,800      |            |  |   | 39,000      |           
|                                         
|                                         
|                                         
|                                         
|Gain on asset disposals                   |                        |   | (1,172,600                  | )          |                           |   |            |            |      |   | (1,401,500  | )          |  |   | (45,700     | )         
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|                                          |                        |   | 3,327,400                   |            |                           |   | 7,395,800   |            |      |   | 8,775,300   |            |  |   | 15,621,600  |           
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|                                          | OTHER INCOME (EXPENSE) |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |            | 
|                                         
|                                         
|                                         
|                                         
|Interest income                           |                        |   | 13,900                      |            |                           |   | 34,100      |            |      |   | 29,800      |            |  |   | 81,900      |           
|                                         
|                                         
|                                         
|                                         
|Interest expense                          |                        |   | (89,400                     | )          |                           |   | (158,700    | )          |      |   | (178,400    | )          |  |   | (346,200    | )         
|                                         
|                                         
|                                         
|                                         
|Unrealized loss on derivative instruments |                        |   | (134,500                    | )          |                           |   | (454,900    | )          |      |   | (1,052,200  | )          |  |   | (454,900    | )         
|                                         
|                                         
|                                         
|                                         
|Other                                     |                        |   |                            |            |                           |   |            |            |      |   | 19,100      |            |  |   | 164,600     |           
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|                                          |                        |   | (210,000                    | )          |                           |   | (579,500    | )          |      |   | (1,181,700  | )          |  |   | (554,600    | )         
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|Net loss                                  |                        |   | ($699,400                   | )          |                           |   | ($1,807,300 | )          |      |   | ($3,076,700 | )          |  |   | ($2,683,100 | )         
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|Basic and diluted loss per share          |                        |   | ($0.04                      | )          |                           |   | ($0.14      | )          |      |   | ($0.17      | )          |  |   | ($0.20      | )         
|                                          |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|Weighted average shares outstanding:      |                        |   |                             |            |                           |   |             |            |      |   |             |            |  |   |             |           
|                                         
|                                         
|                                         
|                                         
|                                          | Basic eps              |   |                             | 18,914,200 |                           |   |             | 13,351,900 |      |   |             | 17,747,200 |  |   |             | 13,290,800 | 
|                                         
|                                         
|                                         
|                                         
|                                          | Diluted eps            |   |                             | 18,914,200 |                           |   |             | 13,351,900 |      |   |             | 17,747,200 |  |   |             | 13,290,800 | 

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

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##### Table of Contents






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

|                                             |                                                           |                                                           |            |                           |            |      |           |             |            |  
|-------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------------- | ---------- | ------------------------- | ---------- | ---- | --------- | ----------- | ---------- | -
|                                             |                                                           |                                                           |            | Six months ended June 30,
|                                             |                                                           |                                                           |            |                          
|                                             |                                                           |                                                           |            | 2002                      |            | 2001
|                                             |                                                           |                                                           |            |                           |            |     
|Cash flows from operating activities:        |                                                           |                                                           |            |                           |            |      |           |            
|                                            
|                                            
|                                            
|                                            
|                                             | Net loss                                                  |                                                           |            | ($3,076,700               | )          |      |           | ($2,683,100 | )         
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|                                             | Adjustments to reconcile net loss to net cash provided by |                                                           |            |                           |            |      |           |             |           
|                                             |                                                           | (used in) operating activities:                           |            |                           |            |      |           |             |            |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Depreciation and depletion                                |            |                           | 2,062,700  |      |           |             | 3,632,500  |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Amortization of financing costs                           |            |                           | 30,600     |      |           |             | 95,400     |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Gain on asset dispositions                                |            |                           | (1,401,500 | )    |           |             | (45,700    | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Unrealized loss on derivative instruments                 |            |                           | 1,052,200  |      |           |             | 454,900    |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Reclassification adjustment of other comprehensive income |            |                           | (647,800   | )    |           |             | (873,300   | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Other                                                     |            |                           | 26,600     |      |           |             |           |  
|                                            
|                                            
|                                            
|                                            
|                                             | Changes in operating assets and liabilities:              |                                                           |            |                           |            |      |           |             |           
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | (Increase) decrease in accounts receivable                |            |                           | (330,600   | )    |           |             | 15,000     |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | (Increase) decrease in inventories                        |            |                           | (442,100   | )    |           |             | 376,300    |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Decrease in prepaid and other assets                      |            |                           | 21,700     |      |           |             | 69,200     |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Increase in accounts payable and accrued liabilities      |            |                           | 414,400    |      |           |             | 1,041,000  |  
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | Increase (decrease) in other liabilities                  |            |                           | 64,700     |      |           |             | (42,000    | )
|                                            
|                                            
|                                            
|                                            
|                                             |                                                           | (Increase) decrease in restricted cash                    |            |                           | 105,700    |      |           |             | (18,400    | )
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|                                             |                                                           | Total adjustments                                         |            |                           | 956,600    |      |           |             | 4,704,900  |  
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|                                             |                                                           | Net cash provided by (used in) operating activities       |            |                           | (2,120,100 | )    |           |             | 2,021,800  |  
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|Cash flows from investing activities:        |                                                           |                                                           |            |                           |            |      |           |            
|                                            
|                                            
|                                            
|                                            
|                                             | Purchases and development of property and equipment       |                                                           |            | (1,274,100                | )          |      |           | (2,268,000  | )         
|                                            
|                                            
|                                            
|                                            
|                                             | Proceeds from asset sales                                 |                                                           |            | 2,791,100                 |            |      |           | 459,000     |           
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|                                             |                                                           | Net cash provided by (used in) investing activities       |            |                           | 1,517,000  |      |           |             | (1,809,000 | )
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|Cash flows from financing activities:        |                                                           |                                                           |            |                           |            |      |           |            
|                                            
|                                            
|                                            
|                                            
|                                             | Issuance of stock, net                                    |                                                           |            | 2,171,500                 |            |      |           | 456,800     |           
|                                            
|                                            
|                                            
|                                            
|                                             | Payments on debt                                          |                                                           |            | (1,978,100                | )          |      |           | (807,800    | )         
|                                            
|                                            
|                                            
|                                            
|                                             | Payments on capital lease obligations                     |                                                           |            | (733,500                  | )          |      |           | (195,900    | )         
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|                                             |                                                           | Net cash used in financing activities                     |            |                           | (540,100   | )    |           |             | (546,900   | )
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|Net decrease in cash and cash equivalents    |                                                           |                                                           | (1,143,200 | )                         |            |      | (334,100  | )          
|                                            
|                                            
|                                            
|                                            
|Cash and cash equivalents, beginning of year |                                                           |                                                           | 1,618,100  |                           |            |      | 1,061,200 |            
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           
|Cash and cash equivalents, end of period     |                                                           | $                                                         | 474,900    |                           |            | $    | 727,100   |            
|                                             |                                                           |                                                           |            |                           |            |      |           |             |           

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 $124,900 of interest during the first half of 2002, and
$250,800 during the corresponding period of 2001.
|-- |  | --------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Company paid no income taxes during the first half of 2002 nor the
corresponding period of 2001.                      

Supplemental schedule of noncash investing and financing activities:



|1. |  | The Company issued 1,337,100 shares of common stock with a fair market
value of $1,722,000 to certain creditors as payment for goods and services
during the first half of 2002.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Company issued 29,400 shares of common stock with a fair market value
of $26,600 to an employee as compensation for services during the first
half of 2002.                 
|  
|3. |  | The Company acquired certain real property interests during the first
half of 2001 by issuing 200,000 shares of its common stock with a fair
market value of $200,000.          
|  
|4. |  | Capital lease obligations of $125,000 were incurred during the first half
of 2001.                                                                                              
|  
|5. |  | The Company financed an equipment lease buy-out in the amount of $167,400
during the first half of 2001.                                                                        

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 |           
|                                             
|                                             
|                                             
|                                             
|Stock issued for cash                         |                                                        |                                                 | 1,832,800  |              |  |            | 18,300  |               |  |          | 2,153,200   |               |  |               |              |   |  |   |           |             |          |   | 2,171,500  |           
|                                             
|                                             
|                                             
|                                             
|Stock issued in payment of
goods and services |                                                        |                                                 | 1,337,100  |              |  |            | 13,300  |               |  |          | 1,708,700   |               |  |               |              |   |  |   |           |             |          |   | 1,722,000  |           
|                                             
|                                             
|                                             
|                                             
|Stock issued as compensation                  |                                                        |                                                 | 29,400     |              |  |            | 300     |               |  |          | 26,300      |               |  |               |              |   |  |   |           |             |          |   | 26,600     |           
|                                             
|                                             
|                                             
|                                             
|Exercise of stock options                     |                                                        |                                                 | 49,300     |              |  |            | 500     |               |  |          | (500        | )             |  |               |              |   |  |   |           |             |          |   |           |           
|                                             
|                                             
|                                             
|                                             
|Comprehensive loss                            |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|                                             
|                                             
|                                             
|                                             
|Net loss                                      |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               | (3,076,700   | ) |  |   |           |             |          |   | (3,076,700 | )         
|                                             
|                                             
|                                             
|                                             
|                                              | Other comprehensive loss
Reclassification adjustments: |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |            |         
|                                             
|                                             
|                                             
|                                             
|                                              |                                                        | Deferred hedging gains
recognized in net income |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             | (632,000 | ) |            |            | (632,000 | )
|                                             
|                                             
|                                             
|                                             
|                                              |                                                        | Gain on securities recognized
in net income     |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             | (15,800  | ) |            |            | (15,800  | )
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|                                              | Other comprehensive loss                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           | (647,800    | )        |   |            | (647,800   | )       
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|                                              | Comprehensive loss                                     |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            | (3,724,500 | )       
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           
|Balances, June 30, 2002                       |                                                        |                                                 | 19,555,300 |              |  | $          | 195,500 |               |  | $        | 103,880,500 |               |  |               | ($71,142,100 | ) |  | $ | 632,000   |             |          | $ | 33,565,900 |           
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |              |   |  |   |           |             |          |   |            |           

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:
| |  | ----------------------------------------------

|                                                                 |                           |   |           |  |              |   |           |  | 
|---------------------------------------------------------------- | ------------------------- | - | --------- |  | ------------ | - | --------- |  | 
|                                                                 |                           |   | June 30,  |  | December 31,
|                                                                 |                           |   | 2002      |  | 2001        
|                                                                 |                           |   |           |  |             
|Collateral
for Letter of Credit (a)                              |                           | $ | 249,000   |  |              | $ | 249,000   | 
|                                                                
|                                                                
|                                                                
|                                                                
|Collateral for reclamation bonds and other
contingent events (b) |                           |   | 148,300   |  |              |   | 146,800   | 
|                                                                
|                                                                
|                                                                
|                                                                
|Kendall Mine reclamation (c)                                     |                           |   | 1,886,600 |  |              |   | 1,869,300 | 
|                                                                
|                                                                
|                                                                
|                                                                
|Unexpended proceeds from gold sales (d)                          |                           |   | 5,300     |  |              |   | 129,700   | 
|                                                                 |                           |   |           |  |              |   |           | 
|                                                                 |                           |   | 2,289,200 |  |              |   | 2,394,800 | 
|                                                                
|                                                                
|                                                                
|                                                                
|Current portion                                                  |                           |   | 5,300     |  |              |   | 129,700   | 
|                                                                 |                           |   |           |  |              |   |           | 
|Noncurrent portion*                                              |                           | $ | 2,283,900 |  |              | $ | 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:

|                       |  |          |           |              |  |   |           | 
|---------------------- |  | -------- | --------- | ------------ |  | - | --------- | 
|                       |  | June 30, |           | December 31,
|                       |  | 2002     |           | 2001        
|                       |  |          |           |             
|Gold-in-process (a)    |  | $        | 6,991,800 |              |  | $ | 6,436,900 | 
|                      
|                      
|                      
|                      
|Materials and supplies |  |          | 203,600   |              |  |   | 365,700   | 
|                       |  |          |           |              |  |   |           | 
|                       |  | $        | 7,195,400 |              |  | $ | 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:

|                           |  |          |           |              |  |   |           | 
|-------------------------- |  | -------- | --------- | ------------ |  | - | --------- | 
|                           |  | June 30, |           | December 31,
|                           |  | 2002     |           | 2001        
|                           |  |          |           |             
|Briggs Loan Facility (a)   |  | $        | 1,828,100 |              |  | $ | 3,749,200 | 
|                          
|                          
|                          
|                          
|Other                      |  |          | 11,100    |              |  |   | 68,100    | 
|                           |  |          |           |              |  |   |           | 
|                           |  |          | 1,839,200 |              |  |   | 3,817,300 | 
|                          
|                          
|                          
|                          
|Current portion            |  |          | 1,839,200 |              |  |   | 1,743,100 | 
|                           |  |          |           |              |  |   |           | 
|Notes Payable  Noncurrent |  | $        |          |              |  | $ | 2,074,200 | 
|                           |  |          |           |              |  |   |           | 



| | (a) |  | During the second 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 7.0%. For the
six months ended June 30, 2002, the weighted average interest rate
was 4.3%. For the comparable period in 2001, the weighted average
interest rate was 7.7%.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | In June 2002, the Company pre-paid principal in certain orders
of maturity totaling $1,460,000 in connection with the sale of the
Briggs Mine crusher. At June 30, 2002, remaining scheduled principal
payments are as follows:                                                                                                                          

10



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

6. Notes Payable, continued:

|               |  |   |           | 
|-------------- |  | - | --------- | 
|September 2002 |  | $ | 72,500    | 
|              
|              
|              
|              
|October 2002   |  |   | 100,000   | 
|              
|              
|              
|              
|November 2002  |  |   | 100,000   | 
|              
|              
|              
|              
|December 2002  |  |   | 400,000   | 
|              
|              
|              
|              
|January 2003   |  |   | 441,200   | 
|              
|              
|              
|              
|February 2003  |  |   | 409,300   | 
|              
|              
|              
|              
|March 2003     |  |   | 305,100   | 
|               |  |   |           | 
|               |  | $ | 1,828,100 | 
|               |  |   |           | 

7. 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 June 30, 2002, the Surety issuing the bonds held
the following collateral: (i) cash in the amount of $148,300; (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, nor the $0.5
million deposit due on June 30, 2002, and is in discussions with the
Surety to reschedule the deposit requirements.

11



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##### Table of Contents



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

7. Commitments and Contingencies, continued:



| |     |  | 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
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

12



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##### Table of Contents



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

7. Commitments and Contingencies, continued:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. Following the November 2001 ruling
by the State District Court, the State filed a new Motion for
Summary Judgment as to all claims. The States position is that
I-137 should have been reasonably anticipated by the SPV under the
terms of the SPVs State mineral leases and therefore, SPV has no
valid claims. The Companys legal counsel, Gough, Shanahan, Johnson
& Waterman of Helena, Montana, has concluded discovery for the
purpose of presenting evidence to the Court to establish that the
States contentions are unfounded. Based on the discovery
information and extensive case law, the Companys legal counsel
believes that it is likely that I-137 will be overturned, declared
invalid, or modified so as to allow permitting of an application for
an open-pit, cyanide heap-leaching operation at the McDonald Gold
Project.
|
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



|8. |  | 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 June 30, 2002, the Company had
outstanding contracts on 36,600 ounces of gold at an average price of
approximately $269 per ounce with a fair market value that was $1,649,800
less than contractual amounts. At March 31, 2002, the fair market value of
the Companys forward contracts (43,200 ounces of gold at an average price
of approximately $268 per ounce) 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. For the three and
six months ended June 30, 2002, the changes in the unrealized
mark-to-market loss of the contracts of $134,500

13



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##### Table of Contents



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



|8.  |  | Derivative Instruments and Price Protection Arrangements, continued:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | and $1,052,200, respectively, are 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 second quarters of 2002 and 2001,
$0.3 million of the gain was recognized in each period. For the six months
ended June 30, 2002 and 2001, $0.6 million of the gain was recognized in
each period. The gains are 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
six months ended June 30, 2001, deferred income of $0.3 million is
included in revenues on the Statement of Operations in connection with the
transaction.                                                                                                                                                                                                                                                                                                                                                              
|   
|    |  | During the first six months 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|9.  |  | 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 June 30, 2002 and 2001, were 2,354,200 and
758,900, respectively. For the six months ended June 30, 2002 and 2001,
common stock equivalents that were not included in the computation of
diluted EPS were 1,568,500 and 758,000, respectively.
|   
|10. |  | Income Taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | The Company has not recorded a current tax benefit as the benefit is not
expected to be realized during the year. The benefit is also not
realizable as a deferred tax asset as the Company records a full valuation
allowance for all deferred tax assets, except to the extent of offsetting
reversals of expected deferred tax liabilities.                                                                                                                                                                                                                                                                                                                                                                                                  

14



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##### Table of Contents



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



|11. |  | Recently Issued Financial Accounting Standards:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | 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.
|   
|    |  | In April 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections(SFAS No. 145) which is generally effective for transactions
occurring after May 15, 2002. Through the rescission of FASB Statements 4
and 64, SFAS No. 145 eliminates the requirement that gains and losses from
extinguishment of debt be aggregated and, if material, be classified as an
extraordinary item net of any income tax effect. SFAS No. 145 made several
other technical corrections to existing pronouncements that may change
accounting practice. The Company does not believe SFAS No. 145 will have a
material impact on its results of operations or financial position.                                                                                                                                                                                                                                                                                                             
|   
|    |  | In June 2002, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities(SFAS No. 146). SFAS No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. This
Statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues
Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring).The Company does
not believe that SFAS No. 146 will have a material impact on its results
of operations or financial position.                                                                                                                                                                                                                                                                                                                                                                   
|   
|12. |  | Subsequent Event:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | In August 2002, the Company sold directly and by auction certain mineral
rights and fee lands in western Montana for approximately $0.7 million.
Closing on the sales transactions conducted by auction (approximately
$0.6 million) is scheduled to occur in September 2002. On August 4, 2002,
a Temporary Restraining Order (TRO) was issued in Montana District                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

15



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##### Table of Contents



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



|12. |  | Subsequent Event, continued:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Court on behalf of certain land owners near the Kendall Mine who are
currently involved in a lawsuit against the Company alleging violation of
water rights, property damage, trespass and negligence in connection with
the operation of the Kendall Mine. The TRO prohibits the Company and its
subsidiary, CR Kendall Corporation, from transferring and/or dissipating
any of the proceeds from the auction pending a hearing scheduled on
August 14, 2002 for purposes of determining the issuance of a Preliminary
Injunction.

16



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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 $0.7 million, or $0.04 per share, on
revenues of $2.8 million for the second quarter of 2002. For the six months
ended June 30, 2002, the Company recorded a net loss of $3.1 million, or $0.17
per share, on revenues of $6.9 million. This compares to a net loss of $1.8
million, or $0.14 per share, on revenues of $6.2 million for the second quarter
of 2001 and a net loss of $2.7 million, or $0.20 per share, on revenues of
$13.5 million during the first six months of 2001.

For the three months ended June 30, 2002, the Company sold 8,900 ounces of
gold and 3,500 ounces of silver at an average price of $319 per equivalent gold
ounce. For the comparable period of 2001, the Company sold 21,746 ounces of
gold and 5,000 ounces of silver at an average realized price of $284 per
equivalent gold ounce. The New York Commodity Exchange (COMEX) gold price
averaged $313 and $268 per ounce for the three months ended June 30, 2002 and
2001, respectively.

The following table summarizes the Companys gold deliveries and revenues
for the three months ended June 30, 2002 and the comparable period for 2001:

|                   |                 |  |                    |       |                    |   |                |     |             |  |         |       |                |  |               |        |  |   |     |     |  |  |       |       | 
|------------------ | --------------- |  | ------------------ | ----- | ------------------ | - | -------------- | --- | ----------- |  | ------- | ----- | -------------- |  | ------------- | ------ |  | - | --- | --- |  |  | ----- | ----- | 
|                   |                 |  | Three Months Ended |       | Three Months Ended
|                   |                 |  | June 30, 2002      |       | June 30, 2001     
|                   |                 |  |                    |       |                   
|                   |                 |  | Gold               |       | Average Price      |   |                |     |             |  |         |       |                |  | Average Price |        |  |   |    
|                   |                 |  | Ounces             |       | Per Oz.            |   | Revenue $000's |     | Gold Ounces |  | Per Oz. |       | Revenue $000's
|                   |                 |  |                    |       |                    |   |                |     |             |  |         |       |               
|Deliveries         |                 |  |                    |       |                    |   |                |     |             |  |         |       |                |  |               |        |  |   |     |     |  |  |       |      
|                  
|                  
|                  
|                  
|                   | Forwards        |  |                    | 3,900 |                    |   | $              | 268 |             |  | $       | 1,045 |                |  |               | 1,600  |  |   | $   | 271 |  |  | $     | 434   | 
|                  
|                  
|                  
|                  
|                   | Spot Sales      |  |                    | 5,000 |                    |   | $              | 292 |             |  |         | 1,460 |                |  |               | 20,146 |  |   | $   | 268 |  |  |       | 5,396 | 
|                  
|                  
|                  
|                  
|                   | Deferred income |  |                    |      |                    |   |                |    |             |  |         | 316   |                |  |               |       |  |   |     |    |  |  |       | 316   | 
|                   |                 |  |                    |       |                    |   |                |     |             |  |         |       |                |  |               |        |  |   |     |     |  |  |       |      
|                   |                 |  | 8,900              |       |                    | $ | 317            |     |             |  | 2,821   |       |                |  | 21,746        |        |  | $ | 283 |     |  |  | 6,146 |      
|                  
|                  
|                  
|                  
|Other transactions |                 |  |                    |       |                    |   |                |     |             |  |         |       |                |  |               |        |  |   |     |     |  |  |       |      
|                   | Silver proceeds |  |                    |      |                    |   |                |    |             |  |         | 17    |                |  |               |       |  |   |     |    |  |  |       | 22    | 
|                   |                 |  |                    |       |                    |   |                |     |             |  |         |       |                |  |               |        |  |   |     |     |  |  |       |       | 
|                   |                 |  |                    | 8,900 |                    |   | $              | 319 |             |  | $       | 2,838 |                |  |               | 21,746 |  |   | $   | 284 |  |  | $     | 6,168 | 

17



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For the six months ended June 30, 2002, the Company sold 22,238 ounces of
gold and 9,054 ounces of silver at an average price of $309 per equivalent gold
ounce. For the comparable period of 2001, the Company sold 45,843 ounces of
gold and 9,400 ounces of silver at an average realized price of $294 per
equivalent gold
ounce. The COMEX gold price averaged $302 and $266 per ounce for the six
months ended June 30, 2002 and 2001, respectively.

The following table summarizes the Companys gold deliveries and revenues
for the six months ended June 30, 2002 and the comparable period for 2001.

|                   |                 |  |                  |        |                  |   |                |     |             |   |         |       |                |  |               |        |  |   |     |     |  |   |        |       | 
|------------------ | --------------- |  | ---------------- | ------ | ---------------- | - | -------------- | --- | ----------- | - | ------- | ----- | -------------- |  | ------------- | ------ |  | - | --- | --- |  | - | ------ | ----- | 
|                   |                 |  | Six Months Ended |        | Six Months Ended
|                   |                 |  | June 30, 2002    |        | June 30, 2001   
|                   |                 |  |                  |        |                 
|                   |                 |  | Gold             |        | Average Price    |   |                |     |             |   |         |       |                |  | Average Price |        |  |   |    
|                   |                 |  | Ounces           |        | Per Oz.          |   | Revenue $000's |     | Gold Ounces |   | Per Oz. |       | Revenue $000's
|                   |                 |  |                  |        |                  |   |                |     |             |   |         |       |               
|Deliveries         |                 |  |                  |        |                  |   |                |     |             |   |         |       |                |  |               |        |  |   |     |     |  |   |        |      
|                  
|                  
|                  
|                  
|                   | Forwards        |  |                  | 9,900  |                  |   | $              | 268 |             |   | $       | 2,655 |                |  |               | 8,600  |  |   | $   | 311 |  |   | $      | 2,673 | 
|                  
|                  
|                  
|                  
|                   | Spot sales      |  |                  | 12,338 |                  |   | $              | 288 |             |   |         | 3,551 |                |  |               | 37,243 |  |   | $   | 266 |  |   |        | 9,905 | 
|                  
|                  
|                  
|                  
|                   | Deferred income |  |                  |       |                  |   |                |    |             |   |         | 632   |                |  |               |       |  |   |     |    |  |   |        | 873   | 
|                   |                 |  |                  |        |                  |   |                |     |             |   |         |       |                |  |               |        |  |   |     |     |  |   |        |      
|                   |                 |  | 22,238           |        |                  | $ | 307            |     |             |   | 6,838   |       |                |  | 45,843        |        |  | $ | 293 |     |  |   | 13,451 |      
|                  
|                  
|                  
|                  
|Other transactions |                 |  |                  |        |                  |   |                |     |             |   |         |       |                |  |               |        |  |   |     |     |  |   |        |      
|                  
|                  
|                  
|                  
|                   | Silver proceeds |  |                  |       |                  |   |                |    |             |   |         | 42    |                |  |               |       |  |   |     |    |  |   |        | 42    | 
|                   |                 |  |                  |        |                  |   |                |     |             |   |         |       |                |  |               |        |  |   |     |     |  |   |        |      
|                   |                 |  | 22,238           |        |                  | $ | 309            |     |             | $ | 6,880   |       |                |  | 45,843        |        |  | $ | 294 |     |  | $ | 13,493 |      

Cost of sales was $3.2 million for the three months ended June 30, 2002,
as compared to $5.1 million in the prior period. For the six months ended June
30, 2002, cost of sales was $7.4 million as compared to $11.4 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:

CR BRIGGS MINE
COST PER OUNCE OF GOLD SOLD

|                           |  |                             |     |                           |  |      |     |      |  |   |     |  |  |   |     | 
|-------------------------- |  | --------------------------- | --- | ------------------------- |  | ---- | --- | ---- |  | - | --- |  |  | - | --- | 
|                           |  | Three months ended June 30, |     | Six months ended June 30,
|                           |  |                             |     |                          
|                           |  | 2002                        |     | 2001                      |  | 2002 |     | 2001
|                           |  |                             |     |                           |  |      |     |     
|Cash operating (1)         |  | $                           | 358 |                           |  | $    | 223 |      |  | $ | 327 |  |  | $ | 237 | 
|                          
|                          
|                          
|                          
|Total cash costs(2)        |  | $                           | 358 |                           |  | $    | 229 |      |  | $ | 327 |  |  | $ | 243 | 
|                          
|                          
|                          
|                          
|Total production costs (3) |  | $                           | 451 |                           |  | $    | 323 |      |  | $ | 416 |  |  | $ | 327 | 



|(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 periods due to lower gold
production. The lower gold production was principally a result of completing
pre-stripping requirements at the Goldtooth deposit which resulted in
significantly lower ore tons and ounces of gold placed on the leach pad for
processing and recovery.

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

Selling, general and administrative expenses were approximately $0.1
million higher in the current periods due to an increase in investor relations
activities.

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.

During the second quarter of 2002, the Company recognized a gain of
approximately $1.2 million in connection with the sale of its crushing
equipment at the Briggs Mine. In addition, 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 first half of 2002 and 2001,
respectively.

The Company recorded unrealized mark-to-market losses on its forward gold
contracts of approximately $0.1 million and $1.1 million for three and six
months ended June 30, 2002. 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 periods.

During the first half 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.

Liquidity & Capital Resources

For the six months ended June 30, 2002, operating activities used $2.1
million of cash, investing activities provided $1.5 million of cash, and
financing activities used $0.5 million of cash resulting in a net decrease in
cash of $1.1 million. Cash and cash equivalents at June 30, 2002 was $0.5
million.

During the first half of 2002, the Company spent $1.0 million at the
Briggs Mine, principally to develop the Goldtooth deposit and $0.3 million on
the McDonald Gold Project. During the first half of 2002, the Company received
proceeds of approximately $2.6 million in connection with the sale of its
crushing equipment at the Briggs Mine and approximately $0.2 million from the
sale of a foreign exploration property.

During the first half of 2002, the Company raised approximately $2.2
million through private equity offerings, paid down debt by approximately $2.0
million, and made capital lease payments of approximately $0.7 million.

For the last half of 2002, the Briggs Mine is expected to produce
approximately 38,000 ounces of gold at cash operating costs in the range of
$210-$220 per ounce. Approximately 28,000 ounces of the production is expected
to be delivered into forward contracts at an average price of approximately
$269 per ounce. Debt service for the last half of 2002 of approximately $0.7
million is expected to be made from the Mines operating cash flow. On-going
corporate and property holding costs for the last half of 2002 are expected to
total approximately $0.8 million.

Certain financial transactions are pending which, if not resolved in the
Companys favor, could negatively impact the Companys liquidity. In July
2002, a final payment of approximately $1.6 million was

19



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due the Company from
the sale of a foreign exploration property. Although the buyer has committed
to the purchase, the transaction has not yet been completed. In August 2002,
the Company sold directly and by auction certain mineral rights and fee lands
in western Montana for approximately $0.7 million. Closing on the sales
transactions conducted by auction (approximately $0.6 million) is scheduled to
occur in September 2002. On August 4, 2002, a Temporary Restraining Order
(TRO) was issued in Montana District Court on behalf of certain land owners
near the Kendall Mine who are currently involved in a lawsuit against the
Company alleging violation of water rights, property damage, trespass and
negligence in connection with the operation of the Kendall Mine. The TRO
prohibits the Company and its subsidiary, CR Kendall Corporation, from
transferring and/or dissipating any of the proceeds from the auction pending a
hearing scheduled on August 14, 2002 for purposes of determining the issuance
of a Preliminary Injunction.

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. Following the November 2001 ruling by
the State District Court, the State filed a new Motion for Summary Judgment as
to all claims. The States position is that I-137 should have been reasonably
anticipated by the SPV under the terms of the SPVs State mineral leases and
therefore, SPV has no valid claims. The Companys legal counsel, Gough,
Shanahan, Johnson & Waterman of Helena, Montana, has concluded discovery for
the purpose of presenting evidence to the Court to establish that the States
contentions are unfounded. Based on the discovery information and extensive
case law, the Companys legal counsel believes that it is likely that I-137
will be overturned, declared invalid, or modified so as to allow permitting of
an application for an open-pit, cyanide heap-leaching operation at the McDonald
Gold Project.

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

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##### Table of Contents



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
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 Standards

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.

In April 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections(SFAS
No. 145) which is generally effective for transactions occurring after May 15,
2002. Through the rescission of FASB Statements 4 and 64, SFAS No. 145
eliminates the requirement that gains and losses from extinguishment of debt be
aggregated and, if material, be classified as an extraordinary item net of any
income tax effect. SFAS No. 145 made several other technical corrections to
existing pronouncements that may change accounting practice. The Company does
not believe SFAS No. 145 will have a material impact on its results of
operations or financial position.

21



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##### Table of Contents



In June 2002, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities(SFAS No. 146). SFAS No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. This Statement
addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No.
94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring).The Company does not believe that SFAS No. 146 will have a
material impact on its results of operations or financial position.

22



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##### 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 June 30, 2002, the Company had outstanding
forward contracts on 36,600 ounces of gold at an average price of $269 per
ounce, approximately 50% 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 $0.4 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 $0.6 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 June 30, 2002, the fair value of the Companys forward gold contracts
was approximately $1.6 million less than contractual amounts.

Interest Rates

At June 30, 2002, the Companys debt was approximately $1.8 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 six months 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 $1.8 million at June 30, 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.

23



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##### Table of Contents



PART II OTHER INFORMATION

|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------
|Item 1.   |  | Legal Proceedings:                                                                                                                                                                                                                                                                                                                                                                                 |  | No reportable event
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|Item 2.   |  | Changes in Securities:                                                                                                                                                                                                                                                                                                                                                                             |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | 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 private placement which raised approximately $2.0
million. 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. |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | In May 2002, the Company issued 18,600 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.                                                                                   |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | During May and June 2002, the Company issued 1,337,119 unregistered
shares of its $0.01 par value stock with a fair market value of
$1,722,047 to certain creditors as payment for goods and services. 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.                              |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|Item 3.   |  | Defaults Upon Senior Securities:                                                                                                                                                                                                                                                                                                                                                                   |  | None               
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|Item 4.   |  | Submission of Matters to Vote of Security Holders:                                                                                                                                                                                                                                                                                                                                                 |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | On June 13, 2002, the Company held its Annual Meeting of Shareholders.
The following item of business was voted upon by shareholders at the
meeting:                                                                                                                                                                                                                                               |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | Proposal I was the election of two Directors of the Company, David K.
Fagin and Richard F. Mauro. The proposal electing Mr. Fagin passed
with votes of 13,559,458 shares For and 318,734 Withheld. The
proposal electing Mr. Mauro passed with votes of 13,560,508 For and
317,684 Withheld                                                                                                |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | The following individuals continued in their capacity as Directors of
the Company subsequent to the Annual Meeting of Shareholders: Richard
H. De Voto, Gary C. Huber, and Leland O. Erdahl.                                                                                                                                                                                                       |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|Item 5.   |  | Other Information:                                                                                                                                                                                                                                                                                                                                                                                 |  | None               
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|Item 6(a) |  | Exhibits                                                                                                                                                                                                                                                                                                                                                                                           |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|          |  | Exhibits, as required by Item 601 of Regulation S-K, are listed on
pages 25-26. The exhibit numbers correspond to the numbers assigned
in Item 601 of Regulation S-K.                                                                                                                                                                                                                              |  |                    
|         
|         
|         
|         
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    
|         
|         
|         
|         
|Item 6(b) |  | Reports on Form 8-K:                                                                                                                                                                                                                                                                                                                                                                               |  | None               

24



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##### 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 (13)                                                                                                                                                                                                                                       
|       
|       
|       
|       
|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)                                                                                                         
|       
|       
|       
|       
|10.2.6* |  | Amendment No. 6 to Loan Agreement and Waiver dated June
14, 2002, among CR Briggs Corporation and BNP Paribas,
as successor-in-interest to Banque Paribas as Agent.                                                                                                     
|       
|       
|       
|       
|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)                                                                                                                     
|       
|       
|       
|       
|99.1*   |  | Certification of Chief Executive Officer                                                                                                                                                                                                                                
|       
|       
|       
|       
|99.2*   |  | Certification of Chief Financial Officer                                                                                                                                                                                                                                



|*   |  | 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.

25



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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.                            
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(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.                         
|    
|    
|    
|    
|(13) |  | Exhibit 4.2 is incorporated by reference from Exhibit 4.2 of the
Companys Quarterly Report on Form 10-Q for the three months ended March
31, 2002.                              

26



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##### 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: August 14, 2002 |  | /s/ Richard H. De Voto      
|                      |  |                             
|                      |  | Richard H. De Voto          
|                      |  | Chief Executive Officer     
|                     
|                     
|                     
|                     
|                      |  |                             
|                     
|                     
|                     
|                     
|Date: August 14, 2002 |  | /s/ Gary C. Huber           
|                      |  |                             
|                      |  | Gary C. Huber               
|                      |  | Chief Financial Officer     

27



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##### 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 (13)                                                                                                                                                                                                                                       
|       
|       
|       
|       
|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)                                                                                                         
|       
|       
|       
|       
|10.2.6* |  | Amendment No. 6 to Loan Agreement and Waiver dated June
14, 2002, among CR Briggs Corporation and BNP Paribas,
as successor-in-interest to Banque Paribas as Agent.                                                                                                     
|       
|       
|       
|       
|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)                                                                                                                     
|       
|       
|       
|       
|99.1*   |  | Certification of Chief Executive Officer                                                                                                                                                                                                                                
|       
|       
|       
|       
|99.2*   |  | Certification of Chief Financial Officer                                                                                                                                                                                                                                



|*   |  | 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.





---



##### 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.                         
|    
|    
|    
|    
|(13) |  | Exhibit 4.2 is incorporated by reference from Exhibit 4.2 of the
Companys Quarterly Report on Form 10-Q for the three months ended March
31, 2002.