##### Table of Contents



---

---

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

[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended September 30, 2002
or
[  ] 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

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 [X] No [  ]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act. Yes [  ] No [X]

Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:
20,148,102 shares of the Companys Common Stock were outstanding as
of November 1, 2002.



---

---





---

TABLE OF CONTENTS



|                                                 |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION                    
|                                                 | Item 1. 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                           
|                                                 | Item 4. Controls and Procedures                                                              
|PART II OTHER INFORMATION                       
|                                                 | Item 1. Legal Proceedings:                                                                   
|                                                 | Item 2. Changes in Securities:                                                               
|                                                 | Item 3. Defaults Upon Senior Securities:                                                     
|                                                 | Item 4. Submission of Matters to Vote of Security Holders:                                   
|                                                 | Item 5. Other Information                                                                    
|                                                 | Item 6. Exhibits                                                                             
|SIGNATURES                                      
|CERTIFICATION                                   
|EX-99.1 Certification of Chief Executive Officer
|EX-99.2 Certification of Chief Executive Officer



---



##### Table of Contents



CANYON RESOURCES CORPORATION
FORM 10-Q
For the Quarter ended September 30, 2002

TABLE OF CONTENTS

|                             |  |         |  |                                          |  |                                                                                       |  |         |  |  |  | 
|---------------------------- |  | ------- |  | ---------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ------- |  |  |  | 
|PART I FINANCIAL INFORMATION |  |         |  |                                         
|                             |  |         |  | Item 1.                                  |  | Financial Statements                                                                  |  | Page 3 
|                             |  |         |  | Item 2.                                  |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations |  | Page 18
|                             |  |         |  | Item 3.                                  |  | Quantitative and Qualitative Disclosures About
Market Risk                            |  | Page 24
|                             |  |         |  | Item 4.                                  |  | Controls and Procedures                                                               |  | Page 25
|PART II OTHER INFORMATION    |  |         |  |                                         
|                             |  |         |  | Item 1.                                  |  | Legal Proceedings                                                                     |  | Page 26
|                             |  |         |  | Item 2.                                  |  | Changes in Securities                                                                 |  | Page 26
|                             |  |         |  | Item 3.                                  |  | Defaults Upon Senior Securities                                                       |  | Page 26
|                             |  |         |  | Item 4.                                  |  | Submission of Matters to a Vote of
Security Holders                                   |  | Page 26
|                             |  |         |  | Item 5.                                  |  | Other Information                                                                     |  | Page 26
|                             |  |         |  | Item 6.                                  |  | Exhibits and Reports on Form 8-K                                                      |  | Page 26
|SIGNATURES                   |  | Page 29
|                             |  |         |  | Sarbanes-Oxley Section 302 Certification |  | Page 30                                                                              





---



##### Table of Contents









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 4
|Consolidated Statements of Operations                     |  | Page 5
|Consolidated Statements of Cash Flows                     |  | Page 6
|Consolidated Statement of Changes in Stockholders Equity |  | Page 8
|Notes to Interim Consolidated Financial Statements        |  | Page 9

3



---



##### Table of Contents



CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |           |             |            | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------------------------------------------ | -------------------------- | --------- | ------------- | ---------- | ------------ | --------- | ----------- | ---------- | 
|                                                                                                                                                          |                           |                                            |                            |           | September 30, |            | December 31,
|                                                                                                                                                          |                           |                                            |                            |           | 2002          |            | 2001        
|                                                                                                                                                          |                           |                                            |                            |           |               |            |             
|ASSETS                                                                                                                                                    |                           |                                            |                            |           |               |            |              |          
|Cash and cash equivalents                                                                                                                                 |                           | $                                          | 994,500                    |           |               | $          | 1,618,100    |          
|Restricted cash                                                                                                                                           |                           |                                            | 3,500                      |           |               |            | 129,700      |          
|Accounts receivable                                                                                                                                       |                           |                                            | 24,100                     |           |               |            | 22,800       |          
|Inventories                                                                                                                                               |                           |                                            | 7,028,900                  |           |               |            | 6,802,600    |          
|Prepaid and other assets                                                                                                                                  |                           |                                            | 924,200                    |           |               |            | 500,800      |          
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           | Total current assets                       |                            |           | 8,975,200     |            |              |           | 9,074,000   |           
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|Property and equipment, at cost                                                                                                                           |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           | Mining claims and leases                   |                            |           | 23,421,000    |            |              |           | 23,005,100  |           
|                                                                                                                                                          |                           | Producing properties                       |                            |           | 43,346,500    |            |              |           | 49,705,600  |           
|                                                                                                                                                          |                           | Other                                      |                            |           | 919,900       |            |              |           | 919,900     |           
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           |                                            | 67,687,400                 |           |               |            | 73,630,600   |          
|                                                                                                                                                          |                           | Accumulated depreciation and depletion     |                            |           | (34,307,100   | )          |              |           | (36,826,800 | )         
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           |                                            | Net property and equipment |           |               | 33,380,300 |              |           |             | 36,803,800 | 
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|Other assets                                                                                                                                              |                           |                                            | 2,417,100                  |           |               |            | 2,601,400    |          
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           |                                            | Total Assets               |           | $             | 44,772,600 |              |           | $           | 48,479,200 | 
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                      |                           |                                            |                            |           |               |            |              |          
|Accounts payable                                                                                                                                          |                           | $                                          | 2,567,400                  |           |               | $          | 4,840,000    |          
|Notes payable  current                                                                                                                                   |                           |                                            | 1,755,600                  |           |               |            | 1,743,100    |          
|Capital leases  current                                                                                                                                  |                           |                                            | 242,900                    |           |               |            | 560,400      |          
|Unrealized loss on derivative instruments                                                                                                                 |                           |                                            | 1,197,300                  |           |               |            | 597,600      |          
|Other accrued liabilities                                                                                                                                 |                           |                                            | 622,000                    |           |               |            | 875,400      |          
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          | Total current liabilities |                                            |                            | 6,385,200 |               |            |              | 8,616,500 |            
|Notes payable  long term                                                                                                                                 |                           |                                            |                           |           |               |            | 2,074,200    |          
|Capital leases  long term                                                                                                                                |                           |                                            | 1,900                      |           |               |            | 504,000      |          
|Accrued reclamation costs                                                                                                                                 |                           |                                            | 3,922,600                  |           |               |            | 3,914,200    |          
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           | Total Liabilities                          |                            |           | 10,309,700    |            |              |           | 15,108,900  |           
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|Commitments and contingencies (Note 7)                                                                                                                    |                           |                                            |                            |           |               |            |              |          
|Common stock ($.01 par value) 50,000,000 shares authorized;
issued and outstanding: 20,138,800 at September 30, 2002, and
16,306,700 at December 31, 2001 |                           |                                            | 201,400                    |           |               |            | 163,100      |          
|Capital in excess of par value                                                                                                                            |                           |                                            | 104,871,400                |           |               |            | 99,992,800   |          
|Deficit                                                                                                                                                   |                           |                                            | (70,925,900                | )         |               |            | (68,065,400  | )        
|Accumulated other comprehensive income                                                                                                                    |                           |                                            | 316,000                    |           |               |            | 1,279,800    |          
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           | Total Stockholders Equity                 |                            |           | 34,462,900    |            |              |           | 33,370,300  |           
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          
|                                                                                                                                                          |                           | Total Liabilities and Stockholders Equity |                            | $         | 44,772,600    |            |              | $         | 48,479,200  |           
|                                                                                                                                                          |                           |                                            |                            |           |               |            |              |          

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

4



---



##### Table of Contents



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

|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |            | 
|------------------------------------------------ | ---------------------- | - | -------------------------------- | ---------- | ------------------------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                                 |                        |   | Three months ended September 30, |            | Nine months ended September 30,
|                                                 |                        |   |                                  |            |                                
|                                                 |                        |   | 2002                             |            | 2001                            |   | 2002       |            | 2001
|                                                 |                        |   |                                  |            |                                 |   |            |            |     
|                                                 | REVENUE                |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |            | 
|Sales                                            |                        | $ | 4,903,600                        |            |                                 | $ | 8,933,200  |            |      | $ | 11,783,900 |            |  | $ | 22,426,300 |           
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|                                                 | EXPENSES               |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |            | 
|Cost of sales                                    |                        |   | 4,579,900                        |            |                                 |   | 6,462,600  |            |      |   | 11,933,200 |            |  |   | 17,855,200 |           
|Depreciation, depletion & amortization           |                        |   | 1,503,700                        |            |                                 |   | 3,070,600  |            |      |   | 3,566,400  |            |  |   | 6,703,100  |           
|Selling, general & administration                |                        |   | 277,100                          |            |                                 |   | 219,100    |            |      |   | 1,017,100  |            |  |   | 822,300    |           
|Exploration costs                                |                        |   | 66,400                           |            |                                 |   | 63,500     |            |      |   | 87,200     |            |  |   | 102,500    |           
|(Gain) loss on asset disposals                   |                        |   | (1,328,300                       | )          |                                 |   | (205,000   | )          |      |   | (2,729,800 | )          |  |   | (250,700   | )         
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|                                                 |                        |   | 5,098,800                        |            |                                 |   | 9,610,800  |            |      |   | 13,874,100 |            |  |   | 25,232,400 |           
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|                                                 | OTHER INCOME (EXPENSE) |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |            | 
|Interest income                                  |                        |   | 11,300                           |            |                                 |   | 25,000     |            |      |   | 41,100     |            |  |   | 106,900    |           
|Interest expense                                 |                        |   | (52,900                          | )          |                                 |   | (217,400   | )          |      |   | (231,300   | )          |  |   | (563,600   | )         
|Unrealized gain (loss) on derivative instruments |                        |   | 452,500                          |            |                                 |   | (1,305,400 | )          |      |   | (599,700   | )          |  |   | (1,760,300 | )         
|Other                                            |                        |   | 500                              |            |                                 |   | (1,600     | )          |      |   | 19,600     |            |  |   | 163,000    |           
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|                                                 |                        |   | 411,400                          |            |                                 |   | (1,499,400 | )          |      |   | (770,300   | )          |  |   | (2,054,000 | )         
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|Net income (loss)                                |                        | $ | 216,200                          |            |                                 | $ | (2,177,000 | )          |      | $ | (2,860,500 | )          |  | $ | (4,860,100 | )         
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|Basic & diluted income (loss) per share          |                        | $ | 0.01                             |            |                                 | $ | (0.16      | )          |      | $ | (0.16      | )          |  | $ | (0.37      | )         
|                                                 |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|Weighted average shares outstanding              |                        |   |                                  |            |                                 |   |            |            |      |   |            |            |  |   |            |           
|                                                 | Basic eps              |   |                                  | 19,766,100 |                                 |   |            | 13,351,900 |      |   |            | 18,420,200 |  |   |            | 13,311,200 | 
|                                                 | Diluted eps            |   |                                  | 20,546,600 |                                 |   |            | 13,351,900 |      |   |            | 18,420,200 |  |   |            | 13,311,200 | 

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

5



---



##### Table of Contents



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

|                                             |                                                                                           |                                                           |           |                                 |            |      |           |            |            |  
|-------------------------------------------- | ----------------------------------------------------------------------------------------- | --------------------------------------------------------- | --------- | ------------------------------- | ---------- | ---- | --------- | ---------- | ---------- | -
|                                             |                                                                                           |                                                           |           | Nine months ended September 30,
|                                             |                                                                                           |                                                           |           |                                
|                                             |                                                                                           |                                                           |           | 2002                            |            | 2001
|                                             |                                                                                           |                                                           |           |                                 |            |     
|Cash flows from operating activities:        |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             | Net loss                                                                                  |                                                           | $         | (2,860,500                      | )          |      | $         | (4,860,100 | )         
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             | Adjustments to reconcile net loss to net cash provided by
(used in) operating activities: |                                                           |           |                                 |            |      |           |            |           
|                                             |                                                                                           | Depreciation and depletion                                |           |                                 | 3,566,400  |      |           |            | 6,703,100  |  
|                                             |                                                                                           | Amortization of financing costs                           |           |                                 | 44,200     |      |           |            | 134,500    |  
|                                             |                                                                                           | Gain on asset dispositions                                |           |                                 | (2,729,800 | )    |           |            | (250,700   | )
|                                             |                                                                                           | Unrealized loss on derivative instruments                 |           |                                 | 599,700    |      |           |            | 1,760,300  |  
|                                             |                                                                                           | Reclassification adjustment of other comprehensive income |           |                                 | (963,800   | )    |           |            | (1,189,200 | )
|                                             |                                                                                           | Other                                                     |           |                                 | 66,200     |      |           |            |           |  
|                                             | Changes in operating assets and liabilities:                                              |                                                           |           |                                 |            |      |           |            |           
|                                             |                                                                                           | (Increase) decrease in accounts receivable                |           |                                 | (1,300     | )    |           |            | 310,100    |  
|                                             |                                                                                           | (Increase) decrease in inventories                        |           |                                 | (275,600   | )    |           |            | 899,600    |  
|                                             |                                                                                           | Increase in prepaid and other assets                      |           |                                 | (365,900   | )    |           |            | (91,000    | )
|                                             |                                                                                           | Increase in accounts payable and accrued liabilities      |           |                                 | 95,100     |      |           |            | 74,300     |  
|                                             |                                                                                           | Increase in other liabilities                             |           |                                 | 8,400      |      |           |            | 11,200     |  
|                                             |                                                                                           | (Increase) decrease in restricted cash                    |           |                                 | 98,100     |      |           |            | (39,800    | )
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             |                                                                                           | Total adjustments                                         |           |                                 | 141,700    |      |           |            | 8,322,400  |  
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             |                                                                                           | Net cash provided by (used in) operating activities       |           |                                 | (2,718,800 | )    |           |            | 3,462,300  |  
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|Cash flows from investing activities:        |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             | Purchases and development of property and equipment                                       |                                                           |           | (1,425,100                      | )          |      |           | (3,162,700 | )         
|                                             | Proceeds from asset sales                                                                 |                                                           |           | 4,261,900                       |            |      |           | 664,000    |           
|                                             | Increase in restricted cash                                                               |                                                           |           | (31,800                         | )          |      |           |           |           
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             |                                                                                           | Net cash provided by (used in) investing activities       |           |                                 | 2,805,000  |      |           |            | (2,498,700 | )
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|Cash flows from financing activities:        |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             | Issuance of stock, net                                                                    |                                                           |           | 2,171,500                       |            |      |           | 456,800    |           
|                                             | Payments on debt                                                                          |                                                           |           | (2,061,700                      | )          |      |           | (1,659,900 | )         
|                                             | Payments on capital lease obligations                                                     |                                                           |           | (819,600                        | )          |      |           | (365,900   | )         
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|                                             |                                                                                           | Net cash used in financing activities                     |           |                                 | (709,800   | )    |           |            | (1,569,000 | )
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|Net decrease in cash and cash equivalents    |                                                                                           |                                                           | (623,600  | )                               |            |      | (605,400  | )         
|Cash and cash equivalents, beginning of year |                                                                                           |                                                           | 1,618,100 |                                 |            |      | 1,061,200 |           
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           
|Cash and cash equivalents, end of period     |                                                                                           | $                                                         | 994,500   |                                 |            | $    | 455,800   |           
|                                             |                                                                                           |                                                           |           |                                 |            |      |           |           

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

6



---



##### 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 $154,100 of interest during the first nine months of
2002, and $357,600 during the corresponding period of 2001.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Company paid no income taxes during the first nine months of 2002 nor
the corresponding period of 2001.                      

Supplemental schedule of noncash investing and financing activities:



|1. |  | The Company issued 1,881,000 shares of common stock with a fair market
value of $2,679,200 to certain creditors as payment for goods and services
during the first nine months of 2002.  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The Company issued 66,600 shares of common stock with a fair market value
of $61,200 to an employee as compensation for services during the first
nine months of 2002.                   
|  
|3. |  | The Company issued 2,500 shares of common stock with a fair market value
of $5,000 as consideration for a mining lease during the first nine months
of 2002.                             
|  
|4. |  | The Company purchased a net smelter return royalty during the first nine
months of 2001 by agreeing to issue 1,050,000 shares of its common stock
with a fair market value of $1,207,500.
|  
|5. |  | The Company acquired certain real property interests during the first
nine months of 2001 by issuing 200,000 shares of its common stock with a
fair market value of $200,000.            
|  
|6. |  | Capital lease obligations of $443,900 were incurred during the first nine
months of 2001.                                                                                                
|  
|7. |  | The Company financed an equipment lease buy-out in the amount of $167,400
during the first nine months of 2001.                                                                          

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

7



---



##### 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                         |                                                        |                                                 | 1,832,700  |              |  |            | 18,300  |               |  |          | 2,153,200   |               |  |               |             |            |   |   |           |             |          |   | 2,171,500  |           
|Stock issued in payment of
goods and services |                                                        |                                                 | 1,881,000  |              |  |            | 18,800  |               |  |          | 2,660,400   |               |  |               |             |            |   |   |           |             |          |   | 2,679,200  |           
|Other stock issued                            |                                                        |                                                 | 69,100     |              |  |            | 700     |               |  |          | 65,500      |               |  |               |             |            |   |   |           |             |          |   | 66,200     |           
|Exercise of stock options                     |                                                        |                                                 | 49,300     |              |  |            | 500     |               |  |          | (500        | )             |  |               |             |            |   |   |           |             |          |   |           |           
|Comprehensive loss                            |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            |           
|                                              | Net loss                                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             | (2,860,500 | ) |   |           |             |          |   |            | (2,860,500 | )       
|                                              | Other comprehensive loss
Reclassification adjustments: |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            |            |         
|                                              |                                                        | Deferred hedging gains
recognized in net income |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             | (948,000 | ) |            |            | (948,000 | )
|                                              |                                                        | Gain on securities recognized
in net income     |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             | (15,800  | ) |            |            | (15,800  | )
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            |           
|                                              | Other comprehensive loss                               |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           | (963,800    | )        |   |            | (963,800   | )       
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            |           
|                                              | Comprehensive loss                                     |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            | (3,824,300 | )       
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            |           
|Balances, September 30, 2002                  |                                                        |                                                 | 20,138,800 |              |  | $          | 201,400 |               |  | $        | 104,871,400 |               |  | $             | (70,925,900 | )          |   | $ | 316,000   |             |          | $ | 34,462,900 |           
|                                              |                                                        |                                                 |            |              |  |            |         |               |  |          |             |               |  |               |             |            |   |   |           |             |          |   |            |           

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

8



---



##### 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. |  | Adoption of New Accounting Standard:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | 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

9



---



##### Table of Contents



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



|3. |  | Adoption of New Accounting Standard, 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:                                                                                                                                                                                           

|                                                                 |  |               |           |              |  |   |           | 
|---------------------------------------------------------------- |  | ------------- | --------- | ------------ |  | - | --------- | 
|                                                                 |  | September 30, |           | December 31,
|                                                                 |  | 2002          |           | 2001        
|                                                                 |  |               |           |             
|Collateral for Letter of Credit (a)                              |  | $             | 249,000   |              |  | $ | 249,000   | 
|Collateral for reclamation bonds and other contingent events (b) |  |               | 149,000   |              |  |   | 146,800   | 
|Kendall Mine reclamation (c)                                     |  |               | 1,895,100 |              |  |   | 1,869,300 | 
|Unexpended proceeds from gold sales (d)                          |  |               | 3,500     |              |  |   | 129,700   | 
|Auction proceeds (e)                                             |  |               | 31,800    |              |  |   |          | 
|                                                                 |  |               |           |              |  |   |           | 
|                                                                 |  |               | 2,328,400 |              |  |   | 2,394,800 | 
|Current portion                                                  |  |               | 3,500     |              |  |   | 129,700   | 
|                                                                 |  |               |           |              |  |   |           | 
|Noncurrent portion*                                              |  | $             | 2,324,900 |              |  | $ | 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.                                                                                                                                                                                                                                                                          

10



---



##### Table of Contents



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



|4. |  | Restricted Cash, continued:
|-- |  | ---------------------------



| | (e) |  | Certain proceeds received by the Company from an auction of
mineral rights and fee lands in western Montana have been sequestered
in connection with a lawsuit. (See Note 7(e)).
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

|                       |  |               |           |              |  |   |           | 
|---------------------- |  | ------------- | --------- | ------------ |  | - | --------- | 
|                       |  | September 30, |           | December 31,
|                       |  | 2002          |           | 2001        
|                       |  |               |           |             
|Gold-in-process (a)    |  | $             | 6,860,100 |              |  | $ | 6,436,900 | 
|Materials and supplies |  |               | 168,800   |              |  |   | 365,700   | 
|                       |  |               |           |              |  |   |           | 
|                       |  | $             | 7,028,900 |              |  | $ | 6,802,600 | 
|                       |  |               |           |              |  |   |           | 



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



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

|                           |  |               |           |              |  |   |           | 
|-------------------------- |  | ------------- | --------- | ------------ |  | - | --------- | 
|                           |  | September 30, |           | December 31,
|                           |  | 2002          |           | 2001        
|                           |  |               |           |             
|Briggs Loan Facility (a)   |  | $             | 1,755,600 |              |  | $ | 3,749,200 | 
|Other                      |  |               |          |              |  |   | 68,100    | 
|                           |  |               |           |              |  |   |           | 
|                           |  |               | 1,755,600 |              |  |   | 3,817,300 | 
|Current portion            |  |               | 1,755,600 |              |  |   | 1,743,100 | 
|                           |  |               |           |              |  |   |           | 
|Notes Payable  Noncurrent |  | $             |          |              |  | $ | 2,074,200 | 
|                           |  |               |           |              |  |   |           | 



| | (a) |  | During the third 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 6.2%. For the nine
months ended September 30, 2002, the weighted average interest rate
was 4.3%. For the comparable period in 2001, the weighted average
interest rate was 7.3%.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



---



##### Table of Contents



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



|6. |  | Notes Payable, continued:                                                    
|-- |  | -----------------------------------------------------------------------------
|  
|   |  | At September 30, 2002, remaining scheduled principal payments are as
follows:

|              |  |   |           | 
|------------- |  | - | --------- | 
|October 2002  |  | $ | 100,000   | 
|November 2002 |  |   | 100,000   | 
|December 2002 |  |   | 400,000   | 
|January 2003  |  |   | 441,200   | 
|February 2003 |  |   | 409,300   | 
|March 2003    |  |   | 305,100   | 
|              |  |   |           | 
|              |  | $ | 1,755,600 | 
|              |  |   |           | 



|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. The Company has filed an appeal with respect to the
DEQ decision to conduct an EIS and that appeal is currently stayed
pending further discussions with the DEQ. The Companys estimate of
costs remaining to achieve mine closure of approximately $1.5
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 September 30, 2002, the Surety issuing the bonds
held the following collateral: (i) cash in the amount of $149,000;
(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

12



---



##### Table of Contents



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



|7. |  | Commitments and Contingencies, continued:
|-- |  | -----------------------------------------



| |  |  | 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.                                                                                                                                                                                                                                   
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | On or before October 20, 2002, the Company was required to replace a
$0.5 million surety bond supported by Newmont Capital Limited
(Newmont), the successor-in-interest to Franco-Nevada Mining
Corporation in connection with reclamation obligations at the
McDonald Gold Project. The Company has not yet replaced the bond and
is in discussions with Newmont for disposition of this matter.



| | (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) |  | Anti-Cyanide Mining Initiative (I-137)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 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

13



---



##### Table of Contents



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



|7. |  | Commitments and Contingencies, continued:
|-- |  | -----------------------------------------



| |     |  | 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 States Motion was heard by the Court on August
12, 2002 and the Courts decision on the Motion is expected shortly.
The Companys legal counsel, Gough, Shanahan, Johnson & Waterman of
Helena, Montana, believes, based on discovery information and
extensive case law, that the States contentions are not well
founded and 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.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | Kendall Mine Lawsuit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | In October 2001, a Plaintiff group filed suit in Montana District
Court against the Company and its wholly-owned subsidiary, CR
Kendall Corporation, alleging violation of water rights and other
torts in connection with the operation of the Kendall Mine.
The Complaint seeks unspecified damages and punitive damages. The
Company believes the allegations are completely without merit and
that the Company will prevail in this matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |     |  | In August 2002, a Preliminary Injunction was issued in Montana
District Court on behalf of the Plaintiff group in connection with
the Companys auction of certain mineral rights and fee lands in
Western Montana. In October 2002, the Court issued a Supplemental
Order which will sequester up to $528,000 of any proceeds
realized
from the auction until such time as the lawsuit is concluded. The
Company has filed an appeal to this Order with the Montana State
Supreme Court.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

14



---



##### Table of Contents



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



|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 September 30, 2002, the Company had
outstanding contracts on 21,900 ounces of gold at an average price of
approximately $270 per ounce with a fair market value that was $1,197,300
less than contractual amounts. At June 30, 2002, the fair market value of
the Companys forward contracts (36,600 ounces of gold at an average price
of approximately $269 per ounce) was $1,649,800 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
nine months ended September 30, 2002, the changes in the mark-to-market
calculations of the contracts of $452,500 and ($599,700), 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 third quarters of 2002 and 2001,
$0.3 million of the gain was recognized in each period. For the nine
months ended September 30, 2002 and 2001, $0.9 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
nine months ended September 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 nine 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
included in 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. Inclusion of common
stock equivalents had no effect on per
share amounts for three months ended September 30, 2002. As the Company
reported net losses for all other 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 September 30,
2002                                                                                                                                                                                                                                                                                                                                                                                                                                

15



---



##### Table of Contents



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



|9.  |  | Earnings per Share (EPS), continued:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | and 2001, were 116,800 and 776,400, respectively. For the nine months
ended September 30, 2002 and 2001, common stock equivalents that were not
included in the computation of diluted EPS were 1,816,200 and 763,900,
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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|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 cannot
presently determine 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

16



---



##### Table of Contents



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



|11. |  | Recently Issued Financial Accounting Standards, continued:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | 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. |  | Securities and Exchange Commission Review of Companys Filings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | The Companys recent filings under the Securities Exchange Act of 1934
have been reviewed by the Securities and Exchange Commission (SEC) in
connection with a registration statement filed by the Company
in May 2002. As a result of that review, the SEC staff has commented
on, among other matters, (i) certain aspects of the Companys accounting with respect to
capitalizing approximately $13 million of development costs on the
McDonald Gold Project and (ii) limiting disclosures in the Companys
filings to only minimal existing geologic information and no forward
looking information with respect to developing the McDonald and
Seven-Up Pete properties due to the
legal impediment (I-137) that currently exists. The Company is continuing
to discuss these matters with the SEC staff and has made submissions in
response to the comments. Depending on the outcome of the ongoing
discussions with the SEC staff, it is possible that some or all of the $13
million of development costs may be written off against earnings in prior
periods. No final determinations will be made until the conclusion of
those discussions.

17



---



##### 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 net income of $0.2 million, or $0.01 per share, on
revenues of $4.9 million for the third quarter of 2002 and a net loss of $2.9
million, or $0.16 per share, on revenues of $11.8 million during the first nine
months of 2002. This compares to a net loss of $2.2 million, or $0.16 per
share, on revenues of $8.9 million for the third quarter of 2001 and a net loss
of $4.9 million, or $0.37 per share, on revenues of $22.4 million during the
first nine months of 2001. Results for the three and nine months ended
September 30, 2002, were favorably impacted by gains on asset dispositions of
$1.3 million and $2.7 million, respectively.

For the three months ended September 30, 2002, the Company sold 16,700
ounces of gold and 2,500 ounces of silver at an average price of $294 per
equivalent gold ounce. For the comparable period of 2001, the Company sold
31,800 ounces of gold and 8,000 ounces of silver at an average realized price
of $281 per equivalent gold ounce. The New York Commodity Exchange (COMEX)
gold price averaged $314 and $274 per ounce for the three months ended
September 30, 2002 and 2001, respectively.

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

|                   |                              |  |                    |       |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |       |       |  
|------------------ | ---------------------------- |  | ------------------ | ----- | ------------------ | - | ------- | --- | ------ | - | ------- | ----- | ------- |  | ------ | ------ | ------- | - | --- | --- |  | - | ----- | ----- | -
|                   |                              |  | Three Months Ended |       | Three Months Ended
|                   |                              |  | September 30, 2002 |       | September 30, 2001
|                   |                              |  |                    |       |                   
|                   |                              |  |                    |       |                    |   | Average |     |        |   |         |       |         |  |        |        | Average |   |     |     | 
|                   |                              |  | Gold               |       | Price Per          |   | Revenue |     | Gold   |   | Price   |       | Revenue
|                   |                              |  | Ounces             |       | Oz.                |   | $000's  |     | Ounces |   | Per Oz. |       | $000's 
|                   |                              |  |                    |       |                    |   |         |     |        |   |         |       |        
|Deliveries         |                              |  |                    |       |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |       |      
|                   | Forwards                     |  |                    | 9,900 |                    |   | $       | 269 |        |   | $       | 2,661 |         |  |        | 3,500  |         |   | $   | 268 |  |   | $     | 940   |  
|                   | Spot sales                   |  |                    | 6,800 |                    |   | $       | 315 |        |   |         | 2,140 |         |  |        | 28,300 |         |   | $   | 271 |  |   |       | 7,683 |  
|                   | Cash settlements of forwards |  |                    |      |                    |   |         |    |        |   |         | (224  | )       |  |        |       |         |   |     |    |  |   |       | (40   | )
|                   | Deferred income              |  |                    |      |                    |   |         |    |        |   |         | 316   |         |  |        |       |         |   |     |    |  |   |       | 316   |  
|                   |                              |  |                    |       |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |       |      
|                   |                              |  | 16,700             |       |                    | $ | 293     |     |        |   | 4,893   |       |         |  | 31,800 |        |         | $ | 280 |     |  |   | 8,899 |      
|Other transactions |                              |  |                    |       |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |       |      
|                   | Silver proceeds              |  |                    |      |                    |   |         |    |        |   |         | 11    |         |  |        |       |         |   |     |    |  |   |       | 34    |  
|                   |                              |  |                    |       |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |       |      
|                   |                              |  | 16,700             |       |                    | $ | 294     |     |        | $ | 4,904   |       |         |  | 31,800 |        |         | $ | 281 |     |  | $ | 8,933 |      
|                   |                              |  |                    |       |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |       |      

18



---



##### Table of Contents



For the nine months ended September 30, 2002, the Company sold 38,938
ounces of gold and 11,554 ounces of silver at an average price of $303 per
equivalent gold ounce. For the comparable period of 2001, the Company sold
77,643 ounces of gold and 17,400 ounces of silver at an average realized price
of $289 per equivalent gold ounce. The COMEX gold price averaged $306 and $268
per ounce for the nine months ended September 30, 2002 and 2001, respectively.

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

|                   |                              |  |                    |        |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |        |        | 
|------------------ | ---------------------------- |  | ------------------ | ------ | ------------------ | - | ------- | --- | ------ | - | ------- | ----- | ------- |  | ------ | ------ | ------- | - | --- | --- |  | - | ------ | ------ | 
|                   |                              |  | Nine Months Ended  |        | Nine Months Ended 
|                   |                              |  | September 30, 2002 |        | September 30, 2001
|                   |                              |  |                    |        |                   
|                   |                              |  |                    |        |                    |   | Average |     |        |   |         |       |         |  |        |        | Average |   |     |     | 
|                   |                              |  | Gold               |        | Price Per          |   | Revenue |     | Gold   |   | Price   |       | Revenue
|                   |                              |  | Ounces             |        | Oz.                |   | $000's  |     | Ounces |   | Per Oz. |       | $000's 
|                   |                              |  |                    |        |                    |   |         |     |        |   |         |       |        
|Deliveries         |                              |  |                    |        |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |        |       
|                   | Forwards                     |  |                    | 19,800 |                    |   | $       | 269 |        |   | $       | 5,316 |         |  |        | 12,100 |         |   | $   | 267 |  |   | $      | 3,389  | 
|                   | Spot sales                   |  |                    | 19,138 |                    |   | $       | 306 |        |   |         | 5,848 |         |  |        | 65,543 |         |   | $   | 268 |  |   |        | 17,588 | 
|                   | Cash settlements of forwards |  |                    |       |                    |   |         |    |        |   |         | (381  | )       |  |        |       |         |   |     |    |  |   |        | 184    | 
|                   | Deferred income              |  |                    |       |                    |   |         |    |        |   |         | 948   |         |  |        |       |         |   |     |    |  |   |        | 1,189  | 
|                   |                              |  |                    |        |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |        |       
|                   |                              |  | 38,938             |        |                    | $ | 301     |     |        |   | 11,731  |       |         |  | 77,643 |        |         | $ | 288 |     |  |   | 22,350 |       
|Other transactions |                              |  |                    |        |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |        |       
|                   | Silver proceeds              |  |                    |       |                    |   |         |    |        |   |         | 53    |         |  |        |       |         |   |     |    |  |   |        | 76     | 
|                   |                              |  |                    |        |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |        |       
|                   |                              |  | 38,938             |        |                    | $ | 303     |     |        | $ | 11,784  |       |         |  | 77,643 |        |         | $ | 289 |     |  | $ | 22,426 |       
|                   |                              |  |                    |        |                    |   |         |     |        |   |         |       |         |  |        |        |         |   |     |     |  |   |        |       

Cost of sales was $4.6 million for the three months ended September 30,
2002, as compared to $6.5 million in the prior period. For the nine months
ended September 30, 2002, cost of sales was $11.9 million as compared to $17.9
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 September 30, |     | Nine months ended September 30,
|                           |  |                                  |     |                                
|                           |  | 2002                             |     | 2001                            |  | 2002 |     | 2001
|                           |  |                                  |     |                                 |  |      |     |     
|Cash operating (1)         |  | $                                | 271 |                                 |  | $    | 201 |      |  | $ | 303 |  |  | $ | 222 | 
|Total cash costs (2)       |  | $                                | 271 |                                 |  | $    | 201 |      |  | $ | 303 |  |  | $ | 224 | 
|Total production costs (3) |  | $                                | 358 |                                 |  | $    | 292 |      |  | $ | 391 |  |  | $ | 311 | 



---

|(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

19



---



##### Table of Contents



resulted in
significantly lower ore tons and ounces of gold placed on the leach pad for
processing and recovery.

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

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

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

The following table summarizes certain gains on asset dispositions the
Company recognized for the three and nine months ended September 30, 2002 and
the comparable periods for 2001.

|                                     |  |                                  |       |                                 |  |      |     |      |  |   |       |  |  |   |     | 
|------------------------------------ |  | -------------------------------- | ----- | ------------------------------- |  | ---- | --- | ---- |  | - | ----- |  |  | - | --- | 
|                                     |  | $000's                           |       | $000's                         
|                                     |  | Three months ended September 30, |       | Nine months ended September 30,
|                                     |  |                                  |       |                                
|                                     |  | 2002                             |       | 2001                            |  | 2002 |     | 2001
|                                     |  |                                  |       |                                 |  |      |     |     
|Sale of foreign exploration property |  | $                                | 1,328 |                                 |  | $    | 205 |      |  | $ | 1,557 |  |  | $ | 250 | 
|Sale of Briggs crusher               |  |                                  |      |                                 |  |      |    |      |  |   | 1,173 |  |  |   |    | 
|Other                                |  |                                  |      |                                 |  |      |    |      |  |   |      |  |  |   | 1   | 
|                                     |  |                                  |       |                                 |  |      |     |      |  |   |       |  |  |   |     | 
|                                     |  | $                                | 1,328 |                                 |  | $    | 205 |      |  | $ | 2,730 |  |  | $ | 251 | 
|                                     |  |                                  |       |                                 |  |      |     |      |  |   |       |  |  |   |     | 

The Company recorded an unrealized mark-to-market gain on its forward gold
contracts of approximately $0.5 million for three months ended September 30,
2002, and an unrealized mark-to-market loss of approximately $0.6 million for
the nine months ended September 30, 2002. These amounts are 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 nine months 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 included in other income on the Statement of Operations. There was no
comparable activity in the current period.

Liquidity & Capital Resources

For the nine months ended September 30, 2002, operating activities used
$2.7 million of cash, investing activities provided $2.8 million of cash, and
financing activities used $0.7 million of cash resulting in a net decrease in
cash of $0.6 million. Cash and cash equivalents at September 30, 2002 was $1.0
million.

During the first nine months of 2002, the Company spent $1.0 million at
the Briggs Mine, principally to develop the Goldtooth deposit and $0.4 million
on the McDonald Gold Project. During the first nine months 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 $1.5 million from
the sale of a foreign exploration property.

20



---



##### Table of Contents



During the first nine months of 2002, the Company raised approximately
$2.2 million through private equity offerings, paid down debt by approximately
$2.1 million, and made capital lease payments of approximately $0.8 million.

For the fourth quarter of 2002, the Briggs Mine is expected to produce
approximately 18,000 ounces of gold at cash operating costs in the range of
$210-$220 per ounce. Approximately 15,000 ounces of the production is expected
to be delivered into forward contracts at an average price of approximately
$270 per ounce. Debt
service for the fourth quarter of 2002 of approximately $0.6 million is
expected to be made from the Mines operating cash flow. On-going corporate and
property holding costs for the fourth quarter of 2002 are expected to total
approximately $0.4 million.

Other Matters

McDonald Gold Project  Anti-Cyanide Initiative

In November 1998, the Montana electorate passed an anti-cyanide mining
initiative (I-137) by a vote of 52% to 48%. I-137, as modified by the State
Legislature in April 1999, bans development of new gold and silver mines, which
use open-pit mining methods and cyanide in the treatment and recovery process.
In April 2000, the Seven-Up Pete Venture (SPV) filed lawsuits in Montana State
District Court and in the United States District Court, seeking to have I-137
declared unconstitutional, or, alternatively, to obtain a takings or damage
award for the lost value of the McDonald, Seven-Up Pete and Keep Cool mineral
properties. These lawsuits are based on, amongst others, (i) the right not to
be deprived of property without due process of law; (ii) the right to equal
protection under the laws; and (iii) the right to be protected against laws
which impair the obligations of existing contracts. The United States District
Court issued a ruling August 30, 2001 in which the Court dismissed the SPVs
substantive due process claim but, as requested by the SPV, ruled that the
remainder of the SPVs claims could be pursued at such time as the State
lawsuit was resolved. The Montana State District Court issued a ruling
November 1, 2001 in response to a Motion to Dismiss and a Motion For Summary
Judgment by the State of Montana. In this ruling, the Court dismissed four of
the SPVs fourteen counts, including its substantive due process and equal
protection challenges to I-137s validity. The decision maintained for
adjudication the contract impairment validity challenge, contract damage
claims, and all of the takings claims. 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 States Motion was heard by the Court
on August 12, 2002 and the Courts decision on the Motion is expected shortly.
The Companys legal counsel, Gough, Shanahan, Johnson & Waterman of Helena,
Montana, believes, based on discovery information and extensive case law, that
the States contentions are not well founded and 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

21



---



##### 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. The Company has filed an appeal with respect to the
DEQ decision to conduct an EIS and that appeal is currently stayed pending
further discussions with the DEQ. The Companys estimate of costs remaining to
achieve mine closure of approximately $1.5 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.

In August 2002, a Preliminary Injunction was issued in Montana District
Court on behalf of the Plaintiff group in connection with the Companys
auction of certain mineral rights and fee lands in Western Montana. In October
2002, the Court issued a Supplemental Order which will sequester up to $528,000
of any proceeds realized from the auction until such time as the lawsuit is
concluded. The Company has filed an appeal to this Order with the Montana State
Supreme Court.

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 cannot presently
determine 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,

22



---



##### Table of Contents



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.

Securities and Exchange Commission Review of Companys Filings

The Companys recent filings under the Securities Exchange Act of 1934
have been reviewed by the Securities and Exchange Commission (SEC) in
connection with a registration statement on Form S-3 filed by the Company in
May 2002. As a result of that review, the SEC staff has commented on,
among other matters, (i)
certain aspects of the Companys accounting with respect to capitalizing
approximately $13 million of development costs on the McDonald Gold Project and
(ii) limiting disclosures in the Companys filings to only minimal existing
geologic information and no forward looking information with respect to
developing the McDonald and Seven-Up Pete properties due to the legal impediment (I-137) that currently
exists. The Company is continuing to discuss these matters with the SEC staff
and has made submissions in response to the comments. Depending on the outcome
of the ongoing discussions with the SEC staff, it is possible that some or all
of the $13 million of development costs may be written off against earnings in
prior periods. No final determinations will be made until the conclusion of
those discussions.

23



---



##### 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 September 30, 2002, the Company had
outstanding forward contracts on 21,900 ounces of gold at an average price of
$270 per ounce, approximately 40% 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 40% of its estimated
production for the next twelve months was delivered against forward contracts,
a $10 change in the price of gold would have an impact of approximately $0.3
million. Similarly, forward deliveries of only 20% of estimated production
with a $10 change in the price of gold would impact the Companys annual
profitability and cash flow by approximately $0.5 million.

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

At September 30, 2002, the fair value of the Companys forward gold
contracts was approximately $1.2 million less than contractual amounts.

Interest Rates

At September 30, 2002, the Companys debt, all relating to the Briggs Mine
loan facility, was approximately $1.8 million. 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
nine 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 September 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. Thus, the Company has no
foreign currency exposure.

24



---



##### Table of Contents






Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures



| |  |  | The Company maintains a system of disclosure controls and procedures. The
term disclosure controls and procedures, as defined by regulations of
the Securities and Exchange Commission (SEC), means controls and other
procedures that are designed to ensure that information required to be
disclosed in the reports that the Company files or submits to the SEC
under the Securities Exchange Act of 1934, as amended (the Act), is
recorded, processed, summarized and reported, within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by the Company in the reports
that it files or submits to the SEC under the Act is accumulated and
communicated to the Companys management, including its principal
executive officer and its principal financial officer, as appropriate to
allow timely decisions to be made regarding required disclosure. The
Companys Chief Executive Officer and Chief Financial Officer have
evaluated the Companys disclosure controls and procedures as of a date
within 90 days of the filing date of this Form 10-Q and have concluded
that the Companys disclosure controls and procedures are effective as of
the date of such evaluation.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Internal Controls



| |  |  | The Company also maintains a system of internal controls. The term
internal controls, as defined by the American Institute of Certified
Public Accountants Codification of Statement on Auditing Standards, AU
Section 319, means controls and other procedures designed to provide
reasonable assurance regarding the achievement of objectives in the
reliability of the Companys financial reporting, the effectiveness and
efficiency of the Companys operations and the Companys compliance with
applicable laws and regulations. There have been no significant changes in
the Companys internal controls or in other factors that could
significantly affect such controls subsequent to the date the Company
carried out its evaluation.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25



---



##### Table of Contents






PART II OTHER INFORMATION






|Item 1. |  |  | Legal Proceedings:                                                                                                                                                                                                                                                                                                                                                                    
|------- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | 
|        |  |  | In August 2002, in connection with a pending lawsuit against the
Company and its wholly-owned subsidiary, CR Kendall Corporation, a
Preliminary Injunction was issued in Montana District Court on behalf
of the Plaintiffs in an action more fully described in Note 7(e) to
the Interim Consolidated Financial Statements contained in Part I of
this Quarterly Report on Form 10-Q.






|Item 2. |  |  | Changes in Securities:                                                                                                                                                                                                                                                                                                                               
|------- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | 
|        |  |  | During the period July  September 2002, the Company issued 37,200
unregistered shares of its $0.01 par value common stock as
compensation for services to a single sophisticated employee, John C.
Doody. The shares were issued pursuant to the exemption provided by
Section 4(2) of the Securities and Exchange Act of 1933, as amended.         
|       
|        |  |  | In August 2002, the Company issued 2,500 unregistered shares of its
$0.01 par value stock with a fair market value of $5,000 as
consideration for a mining lease to a single sophisticated individual.
The shares and warrants were issued pursuant to the exemption provided
by Section 4(2) of the Securities and Exchange Act of 1933, as
amended.
|       
|        |  |  | In September 2002, the Company issued 543,834 unregistered shares of
its $0.01 par value stock with a fair market value of $957,148 to a
creditor as payment for services. The shares were issued to an
accredited investor pursuant to the exemption provided by Section 4(2)
of the Securities and Exchange Act of 1933, as amended.               















|Item 3.    |  |  | Defaults Upon Senior Securities:                                                                                                                                        | None
|---------- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|           |  | 
|Item 4.    |  |  | Submission of Matters to Vote of Security Holders:                                                                                                                      | None
|           |  | 
|Item 5.    |  |  | Other Information:                                                                                                                                                      | None
|           |  | 
|Item 6(a). |  |  | Exhibits                                                                                                                                                                |     
|           |  | 
|           |  |  | Exhibits, as required by Item 601 of Regulation S-K, are listed on
pages 27  28. The exhibit numbers correspond to the numbers assigned
in Item 601 of Regulation S-K.
|           |  | 
|Item 6(b). |  |  | Reports on Form 8-K:                                                                                                                                                    | None

26



---



##### 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 (14)                                                                                                 
|        |  |             |        |  |  |                                                                                                                                                                                                                                                                         
|        |  |             | 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.

27



---



##### 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.                              
|    
|(14) |  | Exhibit 10.2.6 is incorporated by reference from Exhibit 10.2.6 of
the Companys Quarterly Report on Form 10-Q for the three and six months
ended June 30, 2002.                 

28



---



##### 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: November  13, 2002 |  | /s/ Richard H. De Voto                    
|                         |  |                                           
|                         |  | Richard H. De Voto
Chief Executive Officer
|                         |  |                                           
|Date: November  13, 2002 |  | /s/ Gary C. Huber                         
|                         |  |                                           
|                         |  | Gary C. Huber
Chief Financial Officer     

29



---



##### Table of Contents






CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Richard H. De Voto, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Canyon Resources
Corporation;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                                                                   |  |                        
|------------------------------------------------------------------ |  | -----------------------
|/s/ Richard H. De Voto
Richard H. De Voto, Chief Executive Officer |  | Date: November 13, 2002

30



---



##### Table of Contents



CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Gary C. Huber, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Canyon Resources
Corporation;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designated such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                                                         |  |                        
|-------------------------------------------------------- |  | -----------------------
|/s/ Gary C. Huber
Gary C. Huber, Chief Financial Officer |  | Date: November 13, 2002

31



---



##### Table of Contents



Index to Exhibits

|        |  |             |        |  |  |                                                                                                                                                                                                                                                                         
|------- |  | ----------- | ------ |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (14)                                                                                                 
|        |  |             |        |  |  |                                                                                                                                                                                                                                                                         
|        |  |             | 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.                              
|    
|(14) |  | Exhibit 10.2.6 is incorporated by reference from Exhibit 10.2.6 of
the Companys Quarterly Report on Form 10-Q for the three and six months
ended June 30, 2002.