<PAGE>   1
===============================================================================


                                 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 June 30, 1999
                                       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

                            (a Delaware Corporation)


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


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



         Indicate by check mark whether the registrant (1) has filed all
         reports required to be filed by Section 13 or 15(d) of the Securities
         Exchange Act of 1934 during the preceding 12 months (or for such
         shorter period that the registrant was required to file such reports),
         and (2) has been subject to such filing requirements for the past 90
         days. Yes  X   No
                   ---     ---

         Indicate the number of shares outstanding of each of the issuers
         classes of common stock, as of the latest practicable date: 46,459,253
         shares of the Company's Common Stock were outstanding as of August 1,
         1999.

===============================================================================
<PAGE>   2
                          PART I FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

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

         These consolidated financial statements should be read in conjunction
with the financial statements and accompanying notes included in the Company's
Form 10-K for the year ended December 31, 1998.


<TABLE>
     <S>                                                           <C>
      Consolidated Balance Sheets...................................Page 3

      Consolidated Statements of Operations ........................Page 4

      Consolidated Statements of Cash Flows.........................Page 5-6

      Notes to Interim Consolidated Financial Statements............Page 7-16


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS ......................Page 17-21

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK ..............................................Page 21-22
</TABLE>


                                       2
<PAGE>   3

CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
                                                                 June 30,      December 31,
                                                                   1999           1998
                                                               ------------    ------------
<S>                                                            <C>             <C>
ASSETS

Cash and cash equivalents                                      $    413,900    $  1,985,700
Restricted cash                                                   2,380,500       4,887,200
Accounts receivable                                                  30,900         173,800
Inventories                                                       6,402,600       5,372,200
Prepaid and other assets                                            802,200       1,165,000
                                                               ------------    ------------
   Total current assets                                          10,030,100      13,583,900
                                                               ------------    ------------

Property and equipment, at cost
   Mining claims and leases                                      24,595,000      24,508,100
   Producing properties                                          51,194,300      51,124,700
   Other                                                            994,200         994,200
                                                               ------------    ------------
                                                                 76,783,500      76,627,000
   Accumulated depreciation and depletion                       (14,949,400)    (11,639,500)
                                                               ------------    ------------
     Net property and equipment                                  61,834,100      64,987,500
                                                               ------------    ------------

Other Assets                                                      2,666,500       3,300,300
                                                               ------------    ------------

     Total Assets                                                74,530,700    $ 81,871,700
                                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                               $  2,273,300    $  3,134,300
Notes payable - current                                              26,800      18,708,400
Accrued taxes, other than payroll and income                         38,800          60,800
Accrued reclamation costs                                           964,000         964,000
Deferred income                                                   7,221,200       4,090,700
Other accrued liabilities                                           805,300         961,700
                                                               ------------    ------------
   Total current liabilities                                     11,329,400      27,919,900

Notes payable - long term                                         5,220,100              --
Accrued reclamation costs                                         2,488,300       2,704,900
Deferred income                                                   7,250,400       4,489,500
Other noncurrent liabilities                                      1,427,100       1,458,500
                                                               ------------    ------------
     Total Liabilities                                           27,715,300      36,572,800
                                                               ------------    ------------

Commitments and contingencies (Notes 9 and 10)

Common stock ($.01 par value) 100,000,000 shares authorized;
   issued and outstanding: 46,459,300 at June 30, 1999, and
   46,107,100 at December 31, 1998                                  464,600         461,400
Capital in excess of par value                                   95,414,100      95,293,500
Deficit                                                         (49,063,300)    (50,456,000)
                                                               ------------    ------------
     Total Stockholders' Equity                                  46,815,400      45,298,900
                                                               ------------    ------------

     Total Liabilities and Stockholders' Equity                $ 74,530,700    $ 81,871,700
                                                               ============    ============
</TABLE>


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


                                       3
<PAGE>   4
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                                       1999            1998             1999           1998
                                                    ------------    -----------     ------------    ------------
<S>                                                 <C>             <C>             <C>            <C>
   REVENUE
Sales                                               $  7,362,700    $ 10,146,600    $ 14,698,400    $ 17,538,200
                                                    ------------    ------------    ------------    ------------

   EXPENSES
Cost of sales                                          6,173,500       7,910,900      12,054,100      12,796,500
Depreciation, depletion, and amortization              1,683,500       2,032,500       3,301,000       3,299,700
Selling, general and administrative                      314,300         931,800         666,700       1,685,200
Exploration costs                                         39,400          88,100          72,300         306,200
                                                    ------------    ------------    ------------    ------------

                                                       8,210,700      10,963,300      16,094,100      18,087,600
                                                    ------------    ------------    ------------    ------------
   OTHER INCOME (EXPENSE)
Interest income                                           32,300          58,700          77,600         112,500
Interest expense                                        (156,500)       (402,900)       (351,000)       (936,600)
Gain on partial prepayment of gold loan                2,768,900              --       3,108,200              --
Gain (loss) on asset disposals                           (12,600)        (42,100)        (39,400)         17,700
Other                                                    (10,500)         (4,500)         (7,000)        (22,100)
                                                    ------------    ------------    ------------    ------------

                                                       2,621,600        (390,800)      2,788,400        (828,500)
                                                    ------------    ------------    ------------    ------------

Income (loss) before extraordinary item and
   cumulative effect of changes in accounting
   principles                                       $  1,773,600    $ (1,207,500)   $  1,392,700    $ (1,377,900)
Extraordinary loss on debt prepayments                        --        (281,500)             --        (281,500)
Cumulative effect of changes in accounting
   principles                                                 --              --              --      (8,928,100)
                                                    ------------    ------------    ------------    ------------

Net income (loss)                                   $  1,773,600    $ (1,489,000)   $  1,392,700    $(10,587,500)
                                                    ============    ============    ============    ============

Basic and diluted income (loss) per share:
   Income (loss) before extraordinary item
     and cumulative effect of changes in
     accounting principles                          $       0.04    ($      0.02)   $       0.03    ($      0.03)
   Extraordinary loss on debt prepayments                     --    ($      0.01)             --    ($      0.01)
   Cumulative effect of changes in accounting
      principles                                              --              --              --    ($      0.19)
                                                    ------------    ------------    ------------    ------------
   Net income (loss)                                $       0.04    ($      0.03)   $       0.03    ($      0.23)
                                                    ============    ============    ============    ============

Weighted average shares outstanding - basis eps       46,254,500      46,107,100      46,198,300      46,107,100

Weighted average shares outstanding - diluted eps     46,269,800      46,107,100      46,262,200      46,107,100
</TABLE>


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

                                       4
<PAGE>   5
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED JUNE 30,
                                                                        1999            1998
                                                                    ------------    ------------
<S>                                                                <C>             <C>
Cash flows from operating activities:
  Net income (loss)                                                 $  1,392,700    $(10,587,500)
                                                                    ------------    ------------
  Adjustments to reconcile net income (loss) to net cash provided
  by operating activities:
    Extraordinary loss on debt prepayments                                    --         281,500
    Cumulative effect of changes in accounting principles                     --       8,928,100
    Depreciation, depletion, and amortization                          3,301,000       3,299,700
    Amortization of financing costs                                       89,000         404,000
    (Gain) loss on asset disposals                                        39,400         (17,700)
    Other                                                                     --          25,100
    Changes in assets and liabilities,
      (Increase) decrease in receivables                                 142,900        (491,700)
      (Increase) decrease in inventories                              (1,030,400)        451,800
      (Increase) decrease in prepaid and other assets                    805,600        (783,000)
      Decrease in accounts payable and accrued liabilities              (712,500)     (1,042,400)
      Increase in deferred income                                      3,363,400      11,202,400
      (Decrease) increase in other liabilities                          (216,600)        371,100
      (Increase) decrease in restricted cash                             106,700      (3,407,700)
                                                                    ------------    ------------

    Total adjustments                                                  5,888,500      19,221,200
                                                                    ------------    ------------

    Net cash provided by operating activities                          7,281,200       8,633,700
                                                                    ------------    ------------

Cash flows from investing activities:
  Purchases of property and equipment                                   (200,200)     (3,117,400)
  Proceeds on asset dispositions                                          22,200         113,800
                                                                    ------------    ------------

    Net cash used in investing activities                               (178,000)     (3,003,600)
                                                                    ------------    ------------

Cash flows from financing activities:
  Issuance of stock, net                                                  56,200       2,192,500
  Proceeds from loans                                                         --         500,000
  Restricted cash utilized for debt payments                           2,400,000              --
  Payments on debt                                                   (10,992,700)    (10,425,000)
  Payments on capital lease obligations                                 (138,500)        (71,700)
                                                                    ------------    ------------

    Net cash used in financing activities                             (8,675,000)     (7,804,200)
                                                                    ------------    ------------

Net decrease in cash and cash equivalents                             (1,571,800)     (2,174,100)
Cash and cash equivalents, beginning of year                           1,985,700       3,111,000
                                                                    ------------    ------------

Cash and cash equivalents, end of period                            $    413,900    $    936,900
                                                                    ============    ============
</TABLE>

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

                                       5
<PAGE>   6
CANYON RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



Supplemental disclosures of cash flow information:

1.   The Company paid $263,600 of interest during the first half of 1999, and
     $908,800 during the corresponding period of 1998. There was no capitalized
     interest for either period.

2.   The Company paid no income taxes during the first half of 1999 nor the
     corresponding period of 1998.

Supplemental schedule of noncash investing and financing activities:

1.   The Company converted a commodity based loan with a carrying amount of
     $7,727,200 to a cash loan during the first half of 1999. The carrying
     amount was reduced by $2,528,000 at the time of conversion to adjust the
     monetized amount of the loan to fair market value.

2.   The Company financed an equipment lease buy-out in the amount of $59,200
     in 1999.

3.   The Company acquired equipment with a fair market value of $53,000 by
     exchange of certain assets in 1999.

4.   The Company issued 307,200 shares of common stock with a fair market value
     of $67,600 to certain creditors as payment for accounts payable in 1999.

5.   The Company acquired $1,139,000 in equipment through capital leases during
     the first half of 1998.










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


                                       6
<PAGE>   7
                          CANYON RESOURCES CORPORATION
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                  (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.

         The Company's financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and
         settlement of liabilities and commitments in the ordinary course of
         business. The Company's liquidity, however, has been adversely
         impacted by a sustained period of low gold prices and high debt
         service requirements. Although the Company has significantly improved
         its working capital position since year-end by restructuring the
         Briggs Mine loan facility (See Note 7), substantially all of the
         Company's forward sales contracts were liquidated and used to pay-down
         debt in connection with the restructuring. The ability to generate
         cash flow on a going-forward basis will be dependent on the Briggs
         Mine producing gold at cash costs below the prevailing market price.
         In addition, in March 1999, the Company received a demand notice for
         an increase in collateral of approximately $1.2 million from the
         Sureties who issued certain bonds for reclamation obligations at the
         Briggs Mine, Kendall Mine and McDonald Gold Project. The Company is in
         continuing discussions with the Sureties on this matter; however,
         there can be no assurances that a satisfactory resolution can be
         achieved nor that the Sureties will not exercise any remedies
         available to them during the intervening period. All of these matters
         raise substantial doubt about the Company's ability to continue as a
         going concern. The Company has curtailed all discretionary
         expenditures and is (i) evaluating alternative mine plans at the
         Briggs Mine, (ii) attempting to sell its African properties, and (iii)
         evaluating potential merger or other alliance opportunities. There can
         be no assurances, however, that the Company will be successful in this
         regard.

         In June 1998, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 133 Accounting for
         Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133
         requires that all derivatives be recognized as assets or liabilities
         and be measured at fair value. Gains or losses resulting from changes
         in the values of those derivatives would be accounted for depending on
         the use of the derivatives and whether they qualify for hedge
         accounting as either a fair value hedge or a cash flow hedge. The key
         criterion for hedge accounting is that the hedging relationship must
         be highly effective in achieving offsetting changes in fair value or
         cash flows of the hedging instruments and the hedged items. SFAS 133
         is effective for the Company beginning on January 1, 2001 but earlier
         adoption is permitted. There are many complexities to this new
         standard and the Company is currently evaluating the impact that SFAS
         133 will have


                                       7
<PAGE>   8

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


1.       BASIS OF PRESENTATION: (CONTINUED)

         on its reported operating results and financial position and has not
         yet determined whether it will adopt SFAS 133 earlier than January 1,
         2001.

         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.

         Certain prior period items have been reclassified to conform with the
         current period presentation.

2.       PRIOR YEAR CHANGES IN ACCOUNTING PRINCIPLES:

         In the second quarter of 1998, the Company changed its method of
         accounting for exploration costs on unproven properties from
         capitalizing all expenditures to expensing all costs, other than
         acquisition costs, prior to the establishment of proven and probable
         reserves. This brought the Company's accounting method in accordance
         with the predominant practice in the US mining industry and better
         reflects operating income and cash flow. The $5,625,400 cumulative
         effect of the change on prior years is included in the loss for the
         six months ended June 30, 1998.

         In the fourth quarter of 1998, the Company elected early adoption of
         Statement of Position No. 98-5, Reporting on the Costs of Start-Up
         Activities (SOP 98-5). SOP 98-5 was otherwise effective for financial
         statements for fiscal years beginning after December 15, 1998 and
         requires costs of start-up activities and organization costs to be
         expensed as incurred. The $3,302,700 cumulative effect of the change
         on prior years is included in the loss for the six months ended June
         30, 1998. The effect of the change on the second quarter of 1998 was
         to decrease the loss before extraordinary item and cumulative effect
         of changes in accounting principles by $226,200, or $0.01 per share.
         The effect of the change on the six months ended June 30, 1998 was to
         decrease the loss before extraordinary item and cumulative effect of
         changes in accounting principles by $360,500, or $0.01 per share.


                                       8
<PAGE>   9
                          CANYON RESOURCES CORPORATION
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                  (Unaudited)


2.       PRIOR YEAR CHANGES IN ACCOUNTING PRINCIPLES: (CONTINUED)

         The following table summarizes the effect of the accounting changes on
         previously reported results for the three and six months ended June
         30, 1998:

<TABLE>
<CAPTION>
============================================================================================================
                                                    Three Months Ended               Six Months Ended
                                                      June 30, 1998                    June 30, 1998
                                                 --------------------------      --------------------------
                                                  $ Amounts      Per Share        $ Amounts     Per Share
                                                 -----------   ------------      -----------   ------------
<S>                                             <C>            <C>               <C>             <C>
Loss before extraordinary item and
   cumulative effect of changes in accounting
   principles as originally reported             $(1,433,700)     $(0.03)           (1,738,400)    $(0.04)

Effect of start-up costs accounting change           226,200        0.01               360,500       0.01
                                                 -----------      ------          ------------     ------

Loss before extraordinary item and
   cumulative effect of changes in accounting
   principles as restated                         (1,207,500)     $(0.02)           (1,377,900)    $(0.03)

Extraordinary loss on debt prepayments              (281,500)     $(0.01)             (281,500)    $(0.01)

Cumulative effect on prior years                          --          --            (8,928,100)    $(0.19)
                                                 -----------      ------          -------------    ------

Net loss as restated                             $(1,489,000)     $(0.03)         $(10,587,500)    $(0.23)
                                                 ===========      ======          =============    ======
============================================================================================================
</TABLE>

3.       INTERIM RESULTS:

         The foregoing interim results are not necessarily indicative of the
         results of operations for the full year ending December 31, 1999.

4.       USE OF ESTIMATES:

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.


                                       9
<PAGE>   10

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


5.       RESTRICTED CASH:

         Restricted cash consisted of the following:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                                               JUNE 30,    DECEMBER 31,
                                                 1999         1998
                                              ----------   -----------
<S>                                           <C>          <C>
Collateral for Letter of Credit (a)           $2,118,000   $2,118,000
Proceeds from asset sales reserved for debt
   payments (b)                                       --    2,400,000
Unexpended proceeds from gold sales (c)          262,500      369,200
                                              ----------   ----------
                                              $2,380,500   $4,887,200
                                              ==========   ==========
-----------------------------------------------------------------------
</TABLE>

         (a)      In connection with the issuance of certain bonds for the
                  performance of reclamation obligations at the Kendall Mine,
                  Briggs Mine, and McDonald Gold Project, a bank Letter of
                  Credit has been provided in favor of the Sureties as partial
                  collateral for such bond obligations. The Letter of Credit is
                  fully collateralized with cash and will expire no earlier
                  than December 31, 1999. At the bank's option, the Letter of
                  Credit may be renewed for successive one-year periods.

         (b)      In connection with the sale of the Company's industrial
                  minerals assets on December 31, 1998, certain proceeds were
                  required to be utilized for debt reduction on the Briggs Mine
                  loan facility. (See Note 7).

         (c)      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.

6.       INVENTORIES:

         Inventories consisted of the following at:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                                               JUNE 30,    DECEMBER 31,
                                                 1999         1998
                                              ----------   -----------
<S>                                           <C>          <C>
Gold-in-process (a)                           $5,989,100   $4,962,200
Materials and supplies                           413,500      410,000
                                              ----------   ----------
                                              $6,402,600   $5,372,200
                                              ==========   ==========
-----------------------------------------------------------------------
</TABLE>

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


                                      10
<PAGE>   11

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


7.       NOTES PAYABLE:

                  Notes payable consisted of the following at:

<TABLE>
<CAPTION>
              -----------------------------------------------------
                                             JUNE 30,  DECEMBER 31,
                                               1999       1998
                                            ---------- ------------
<S>                                         <C>          <C>
               Briggs Facility (a)
                 o  Gold Loan               $       --  $18,058,400
                 o  Cash Loan                5,199,200           --
                 o  Credit Line                     --      650,000
               Caterpillar Finance (b)          47,700           --
                                            ----------  -----------
                                            $5,246,900  $18,708,400
               Current portion (1)              26,800   18,708,400
                                            ----------  -----------
               Notes Payable - Noncurrent   $5,220,100  $        --
                                            ==========  ===========
              -----------------------------------------------------
</TABLE>

         (1)      At December 31, 1998, the Company was not in compliance with
                  certain covenants of the Briggs loan facility. The covenant
                  violations constituted events of default and the lenders
                  could, by notice to the Company, terminate the commitment and
                  declare all amounts immediately due and payable. Accordingly,
                  the Company classified all of the debt as current on its
                  Balance Sheet at December 31, 1998. In June 1999, the Company
                  reached an agreement with the lenders to restructure the
                  facility, the terms of which included (i) waivers for all
                  outstanding covenant violations, (ii) the liquidation of
                  125,000 ounces of forward gold contracts which netted $5.5
                  million, (iii) utilizing the forward liquidation proceeds to
                  reduce the gold loan debt by 20,506 ounces, (iv) rescheduling
                  remaining principal payments to 2001 and 2002 on a quarterly
                  basis, and (v) allowing the Company access to the first $1.6
                  million of net cash flow from the Briggs Mine (as defined)
                  and 50% thereafter (the remaining 50% to be applied to the
                  loan balance) during the remainder of 1999 and 2000.

         (a)      On December 6, 1995, the Company's wholly owned subsidiary,
                  CR Briggs Corporation, obtained a $34.0 million loan facility
                  to finance the capital requirements of mine construction and
                  working capital for its Briggs Mine in California. Drawings
                  on the facility include $25.0 million principal in the form
                  of a gold loan and $9.0 million principal as dollar loans.
                  The gold loan portion was monetized at $388.05 per ounce, or
                  64,425 ounces. The weighted average interest rate on the gold
                  loan during the three months ended June 30, 1999 was 2.3%.
                  For the comparable period in 1998, weighted average interest
                  rates on the gold loan and dollar loans were 3.6% and 10.2%,
                  respectively. For the six months ended


                                       11
<PAGE>   12

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


7.       NOTES PAYABLE: (CONTINUED)

                  June 30, 1999, weighted average interest rates on the gold
                  and dollar loans were 2.5% and 8.0%, respectively. For the
                  comparable period of 1998, weighted average interest rates
                  were 3.7% and 10.5%, respectively. Interest payments of
                  $80,500 and $390,100 were made during the three months ended
                  June 30, 1999 and 1998, respectively. For the six month
                  period, interest payments of $196,900 and $811,500 were made
                  during 1999 and 1998, respectively. During the first quarter
                  of 1999, the Company utilized $1,650,000 of proceeds from the
                  December 1998 sale of its industrial minerals assets to (i)
                  pay off a credit line amount of $650,000, and (ii) purchase
                  3,451 ounces of gold at a market price of $289.75 per ounce
                  which was applied to the gold loan. As a result of the
                  partial prepayment on the gold loan, the Company recognized a
                  gain of $339,300 (3,451 ounces of principal repaid by open
                  market purchase at $289.75 per ounce with corresponding
                  reduction in debt at $388.05 per ounce). During the second
                  quarter of 1999, the Company utilized $750,000 of proceeds
                  from the 1998 sale of its industrial minerals assets to
                  purchase 2,666 ounces of gold at a market price of $281.30
                  which was applied to the gold loan. As a result of the
                  partial prepayment of the gold loan, the Company recognized a
                  gain of $284,600 (2,666 ounces of principal repaid by open
                  market purchase at $281.30 per ounce with corresponding
                  reduction in debt at $388.05 per ounce). Additionally, in
                  connection with the June 1999 restructuring of the loan
                  facility as previously described, the Company recognized a
                  gain of $2,484,300 as a result of a partial prepayment on the
                  gold loan (20,506 ounces of principal repaid by open market
                  purchase at $266.90 per ounce with corresponding reduction in
                  debt at $388.05 per ounce.) The gains associated with the
                  partial prepayments are shown as an other income item on the
                  Statement of Operations for the three and six months ended
                  June 30, 1999. On June 30, 1999, the Company converted its
                  then remaining gold loan debt of 19,913 ounces to a cash
                  loan. As a result of the conversion, the Company reduced its
                  carrying value of the debt from the monetized price of
                  $388.05 per ounce to fair market value of $261.10 per ounce.
                  The gain of $2,528,000 [19,913 ounces x ($388.05 - $261.10)]
                  associated with the conversion will be deferred and
                  recognized in operations over the loan repayment schedule, as
                  restructured.

         (b)      In March 1999, the Company arranged to finance an equipment
                  lease buy-out with Caterpillar Finance in the amount of
                  $59,200. Terms of the financing require equal monthly
                  payments over two years at an interest rate of 8.5%. For the
                  three months ended June 30, 1999, principal and interest
                  payments of $11,500 and $1,900, respectively, were made.


                                       12
<PAGE>   13

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


8.       SITE RESTORATION COSTS:

         Reclamation spending at the Kendall Mine for the three months ended
         June 30, 1999 was $264,200. For the comparable period of 1998,
         spending totaled $327,100. For the six months ended June 30, 1999,
         spending totaled $456,300 as compared to $529,200 for the prior
         period.

9.       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 (Venture) from CR Montana's partner in the Venture, Phelps
         Dodge Corporation (Phelps Dodge). The Company and its wholly owned
         subsidiary now own 100% of the Venture. The Venture includes the
         McDonald Gold Project near Lincoln, Montana.

         The Company made an initial payment of $5 million as part of a total
         purchase price which will be no less than $100 million and no more
         than $150 million, assuming all applicable permits for the McDonald
         Gold Project are obtained. The largest part of the purchase price, $30
         per mineable reserve ounce attributable to the Phelps Dodge ownership
         is to be paid after all permits for mine development are obtained. Due
         to the contingent nature of the transaction, the Company has recorded
         only the initial payment of $5 million as additions to mining claims
         and leases during 1997.

10.      OTHER CONTINGENT MATTERS:

         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. This
         was provoked by Canyon's inability to continue permitting at McDonald
         due to the anti-cyanide initiative, I-137, and 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. The Company has challenged the DNRC's action in Montana
         District Court and believes it will prevail in this matter.

         In September 1998, the Montana Department of Environmental Quality
         (DEQ) filed a complaint in District Court alleging violations of the
         Montana Water Quality Act for unpermitted discharges at the Kendall
         Mine. The DEQ initially proposed a civil penalty in the amount of
         $330,000, which was subsequently modified to $302,000, in connection
         with the complaint. The Company has prepared a response to the
         complaint and believes the penalty as currently assessed is without
         substantial merit.


                                       13
<PAGE>   14

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


10.      OTHER CONTINGENT MATTERS: (CONTINUED)

         In November 1998, the Montana electorate passed an anti-cyanide mining
         initiative (I-137) by a vote of 52% to 48%. I-137 bans development of
         new gold and silver mines and expansions to existing mines which use
         open-pit mining and cyanide in the treatment and recovery process. For
         most of the campaign period, mining companies were prevented from
         campaigning due to a previously passed initiative (I-125) which
         prohibited campaign- expenditures by "for-profit" entities. Ten days
         prior to the election, a federal judge declared the prohibition
         "unconstitutional". The mining community has filed lawsuits against
         I-137, based on (i) having been denied the opportunity to campaign due
         to the effectiveness of I-125 until the last few days prior to the
         election, and (ii) due process considerations, in that I-137 results
         in a taking of property without any compelling public policy interest,
         since environmental safety concerns are well protected and monitored
         with existing laws and regulations. The Company's legal counsel
         believes that it is likely that I-137 will be declared
         unconstitutional, or at a minimum, be overturned.

         In March 1999, the Company received a demand notice for an increase in
         collateral of approximately $1.2 million from the Sureties who issued
         certain bonds for reclamation obligations at the Briggs Mine, Kendall
         Mine and McDonald Gold Project. The Company has not been able to honor
         the demand due to its financial position and is unsure what remedies,
         if any, the Sureties may seek for resolution on the matter.

11.      CONTINGENT SALE OF EXPLORATION PROPERTY:

         The Company executed an agreement during the third quarter of 1997 to
         sell the Aeropuerto property in Chubut Province, Argentina for $2.0
         million, payable over a sixty month period. At any time, the buyer,
         upon proper notice, may terminate the agreement and its then remaining
         obligations, and relinquish its interest in the property. Due to the
         contingent nature of the transaction, gain will be recognized only
         upon receipt of cash in excess of basis over the sixty month period.
         Accordingly, the Company recorded a gain of $22,200 during the first
         six months of 1999 and $59,800 during the comparable period in 1998.

12.      DEFERRED INCOME:

         In May, 1998, the Company liquidated a gold hedge position consisting
         of forward contracts on 105,900 ounces which resulted in proceeds of
         $11.1 million. The gain on the liquidation was initially deferred and
         is being recognized in operations based on the original settlement
         dates of the forward contracts. For the three months ended June 30,


                                       14
<PAGE>   15
                          CANYON RESOURCES CORPORATION
         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                  (Unaudited)


12.      DEFERRED INCOME: (CONTINUED)

         1999, $0.9 million of the gain was recognized in operations. For the
         six months ended June 30, 1999, $2.1 million of the gain was
         recognized in operations.

         In June, 1999, the Company liquidated a gold hedge position consisting
         of forward contracts on 125,000 ounces which resulted in proceeds of
         $5.5 million. The gain on the liquidation has been deferred and will
         be recognized in operations based on the original expected settlement
         dates of the forward contracts. No gains from the liquidation have
         been recognized in the accompanying financial statements.

         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
         $2,528,000. The gain will be deferred and recognized in operations
         over the scheduled repayment dates in 2001 and 2002.

         The Company's deferred gains will be recognized in operations as
         follows:

<TABLE>
<CAPTION>
                   ==========================================
                                                         $MM
                   ------------------------------------------
<S>                                                    <C>
                   Balance of 1999                       3.3
                   2000                                  8.4
                   2001                                  1.5
                   2002                                  1.3
                                                        ----
                       TOTAL                            14.5
                   ==========================================
</TABLE>

13.      INCOME TAXES:

         No current provision for income taxes was recorded as the Company does
         not expect taxable income for the year. No deferred tax benefit was
         recorded as the Company applies a full valuation allowance to its
         gross deferred tax assets, except to the extent of offsetting
         reversals of expected deferred tax liabilities.


                                       15
<PAGE>   16

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


14.      EARNINGS PER SHARE (EPS):

         The Company computes EPS by applying the provisions of Financial
         Accounting Standards No. 128, Earnings per Share. The following table
         provides a reconciliation of the amounts used in the calculation of
         the Company's basic and diluted EPS before extraordinary item and
         cumulative effect of changes in accounting principles.

<TABLE>
<CAPTION>
          ===================================================================================================
                                            THREE MONTHS ENDED              SIX MONTHS ENDED
                                                 JUNE 30,                        JUNE 30,
                                          1999             1998            1999           1998
                                          ----             ----            ----           ----
           --------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>              <C>            <C>
           BASIC EPS
             Income (loss) before extraordinary
                item and accounting changes          1,773,600   ($  1,433,700)   $  1,392,700   ($ 1,738,400)
                                                  ============   =============    ============   ============
             Weighted average shares
                  outstanding                       46,254,500      46,107,100      46,198,300     46,107,100
                                                  ============   =============    ============   ============

             Per share amount                     $       0.04   ($       0.03)   $       0.03   ($      0.04)
                                                  ============   =============    ============   ============

           DILUTED EPS
             Income (loss) before extraordinary
                item and accounting changes          1,773,600   ($  1,433,700)   $  1,392,700   ($ 1,738,400)
                                                  ============   =============    ============   ============
             Weighted average shares
                 outstanding                        46,254,500      46,107,100      46,198,300     46,107,100
             Add: effect of dilutive options            15,300         (A)               3,900         (A)
                                                  ------------   -------------    ------------   ------------
             Weighted average shares
                 outstanding, as adjusted           46,269,800      46,107,100      46,262,200     46,107,100
                                                  ============   =============    ============   ============

             Per share amount                     $       0.04   ($       0.03)   $       0.03   ($      0.04)
                                                  ============   =============    ============   ============
         ====================================================================================================
</TABLE>

(A)     Effect would be antidilutive due to a loss before extraordinary item and
        accounting changes.

        At June 30, 1998, options and warrants to purchase 2,150,200 shares of
        common stock were outstanding that were not included in the current
        period calculations of EPS because their exercise price was greater than
        the average market price of the Company's common shares. Options and
        warrants to purchase 4,917,000 shares of common stock were outstanding
        at June 30, 1998 that were not included in the prior period calculations
        of diluted EPS as the effect would be antidilutive.


                                       16
<PAGE>   17

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 $1,773,600, or $0.04 per share on
revenues of $7,362,700 for the second quarter of 1999. For the six months ended
June 30, 1999, the Company recorded net income of $1,392,700, or $0.03 per
share on revenues of $14,698,400. This compares to a loss before extraordinary
item of $1,207,500, or $0.02 per share and a net loss of $1,489,000, or $0.03
per share, on revenues of $10,146,600 for the second quarter of 1998 and a loss
before extraordinary item and cumulative effect of changes in accounting
principles of $1,377,900 or $0.03 per share and a net loss of $10,587,500, or
$0.23 per share on revenues of $17,538,200 during the first six months of 1998.

         In June 1999, the Company restructured its Briggs Mine loan facility,
the terms of which included, amongst others, the liquidation of 125,000 ounces
of forward gold contracts which netted $5.5 million. The proceeds were used to
reduce the Briggs Mine gold loan by 20,506 ounces which resulted in a gain of
$2,484,300 (20,506 ounces of principal repaid by open market purchase at
$266.90 per ounce with corresponding reduction in debt at $388.05 per ounce).

         During the second quarter of 1999, the Company utilized $750,000 of
proceeds from the 1998 sale of its industrial minerals assets to purchase 2,666
ounces of gold at a market price of $281.30 which was applied to the gold loan.
As a result of the partial prepayment of the gold loan, the Company recognized
a gain of $284,600 (2,666 ounces of principal repaid by open market purchase at
$281.30 per ounce with corresponding reduction in debt at $388.05 per ounce).

         During the first quarter of 1999, the Company utilized $1,000,000 of
proceeds from the December 1998 sale of its industrial minerals assets to
purchase 3,451 ounces of gold at a market price of $289.75 per ounce which was
applied to the gold loan. As a result of the partial prepayment on the gold
loan, the Company recognized a gain of $339,300 (3,451 ounces of principal
repaid by open market purchase at $289.75 per ounce with corresponding
reduction in debt at $388.05 per ounce).


                                       17
<PAGE>   18

         During the three months ended June 30, 1999, the Company sold 20,864
ounces of gold at an average price of $353 per equivalent gold ounce. For the
comparable period of 1998, the Company sold 23,879 ounces of gold and 7,000
ounces of silver at an average realized price of $361 per equivalent gold
ounce. For the first half of 1999, 40,764 ounces of gold and 3,900 ounces of
silver were sold at an average realized price of $361 per equivalent gold
ounce. For the comparable period in 1998, 38,058 ounces of gold and 10,500
ounces of silver were sold at an average realized price of $384 per equivalent
gold ounce. The New York Commodity Exchange (COMEX) gold price averaged $274
and $280 per ounce, respectively, for the three and six months ended June 30,
1999. For the comparable periods of 1998, the COMEX gold price averaged $300
and $297 per ounce.

         Cost of sales was $6.2 million for the three months ended June 30,
1999, as compared to $7.9 million in the prior period. For the six months ended
June 30, 1999, cost of sales was $12.1 million as compared to $12.8 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

<TABLE>
<CAPTION>
           ============================================================================================
                                            Three months ended June 30,      Six months ended June 30,
                                               1999                1998        1999               1998
            -------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                  <C>        <C>                <C>
            Cash operating (1)                 $284                 $281       $284               $278
            Total cash costs (2)               $290                 $287       $290               $284
            Total production costs (3)         $376                 $382       $376               $379
           ============================================================================================
</TABLE>

         (1)    All direct and indirect costs of the operation, excluding
                royalties and accruals for site restoration. Includes inventory
                changes and adjustments for deferred stripping.

         (2)    Cash operating costs plus royalties

         (3)    Total cash costs plus depreciation, depletion, amortization and
                accruals for site restoration.

         Unit costs were marginally higher in the current period due to lower
grades of ore mined.

         Depreciation, depletion and amortization was lower in the current
quarter due to lower gold sales and not materially different for the six month
period.

         Interest expense was significantly lower in the current periods due to
lower debt balances. Interest income was lower in the current periods due to
lower cash balances.


                                       18
<PAGE>   19

LIQUIDITY & CAPITAL RESOURCES

         The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and settlement of
liabilities and commitments in the ordinary course of business. The Company's
liquidity, however, has been adversely impacted by a sustained period of low
gold prices and high debt service requirements. Although the Company has
significantly improved its working capital position since year-end by
restructuring the Briggs Mine loan facility (see discussion below),
substantially all of the Company's forward sales contracts were liquidated and
used to pay-down debt in connection with the restructuring. The ability to
generate cash flow on a going-forward basis will be dependent on the Briggs
Mine producing gold at cash costs below the prevailing market price. In
addition, in March 1999, the Company received a demand notice for an increase
in collateral of approximately $1.2 million from the Sureties who issued
certain bonds for reclamation obligations at the Briggs Mine, Kendall Mine and
McDonald Gold Project. The Company is in continuing discussions with the
Sureties on this matter; however, there can be no assurances that a
satisfactory resolution can be achieved nor that the Sureties will not exercise
any remedies available to them during the intervening period. All of these
matters raise substantial doubt about the Company's ability to continue as a
going concern. The Company has curtailed all discretionary expenditures and is
(i) evaluating alternative mine plans at the Briggs Mine, (ii) attempting to
sell its African properties, and (iii) evaluating potential merger or other
alliance opportunities. There can be no assurances, however, that the Company
will be successful in this regard.

         Net cash provided by operating activities during the six months ended
June 30, 1999 was $7.3 million and was principally due to the liquidation of a
hedge position. The Company spent a nominal $0.2 million on capital programs
for the period.

         During the first quarter of 1999, the Company utilized $1,650,000 of
proceeds from the December 1998 sale of its industrial minerals assets to (i)
pay off a credit line amount of $650,000, and (ii) purchase 3,451 ounces of
gold at a market price of $289.75 per ounce which was applied to the gold loan.
During the second quarter of 1999, the Company utilized $750,000 of proceeds
from the 1998 sales of its industrial minerals assets to purchase 2,666 ounces
of gold at a market price of $281.30 which was applied to the gold loan.

         In June 1999, the Company restructured the Briggs Mine loan facility,
the terms of which included (i) waivers for all covenant violations existing
since December 31, 1998, (ii) the liquidation of 125,000 ounces of forward gold
contracts which netted $5.5 million, (iii) utilizing the forward liquidation
proceeds to reduce the gold loan debt by 20,506 ounces, (iv) rescheduling
remaining principal payments to 2001 and 2002 on a quarterly basis, and (v)
allowing the Company access to the first $1.6 million of net cash flow from the
Briggs Mine (as defined) and 50% thereafter (the remaining 50% to be applied to
the loan balance) during the remainder of 1999 and 2000.

         On June 30, 1999, the Company converted its then remaining gold loan
debt of 19,913 ounces to a cash loan. As a result of the conversion, the
Company reduced its carrying value of the debt from the monetized price of
$388.05 per ounce to fair market value of $261.10 per ounce, or $5,199,200.


                                       19
<PAGE>   20

OTHER MATTERS

McDonald Gold Project, Anti-Cyanide Mining Initiative

         In November, 1998, the Montana electorate passed an anti-cyanide
mining initiative (I-137) by a vote of 52% to 48%. I-137 bans development of
new gold and silver mines and expansions to existing mines which use open-pit
mining and cyanide in the treatment and recovery process. For most of the
campaign period, mining companies were prevented from campaigning due to a
previously passed initiative (I-125) which prohibited campaign-expenditures by
"for-profit" entities. Ten days prior to the election, a federal judge declared
the prohibition "unconstitutional". The mining community has filed lawsuits
against I-137, based on (i) having been denied the opportunity to campaign due
to the effectiveness of I-125 until the last few days, and (ii) due process
considerations, in that I-137 results in a taking of property without any
compelling public policy interest, since environmental safety concerns are well
protected and monitored with existing laws and regulations. The Company's legal
counsel believes that it is likely that I-137 will be declared
unconstitutional, or at a minimum, be overturned by the courts.

Environmental Regulation

         In September, 1998, the DEQ filed a complaint in District Court
alleging violations of the Montana Water Quality Act for unpermitted discharges
at the Kendall Mine. The DEQ initially proposed a civil penalty in the amount
of $330,000, which was subsequently modified to $302,000, in connection with
the complaint. The Company has prepared a response to the complaint and
believes the penalty as currently assessed is without substantial merit.

Year 2000 Issue

         Many computer programs utilize a two digit format to identify the
applicable year. Without modification, any date sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing, among other
things, disruptions to operations and inability to process financial
transactions.

         The Company has completed its inventory of systems which utilize
information technology. Noncompliant software at the Briggs Mine is expected to
be upgraded or replaced prior to September 30, 1999. Certain financial
reporting software and voice communications systems at the Company's corporate
headquarters are not year 2000 compliant and are expected to be upgraded or
replaced in the third quarter of 1999 as well. The associated costs are not
expected to be material for either location. The Company has completed a review
of equipment used in its operations and believes it is not at material risk for
embedded chip failures.

         The Company relies on third parties to supply certain materials,
utilities, transportation, and other services necessary for its business
operations. During the first quarter of 1999, the Company initiated a process
to ascertain their stage of year 2000 readiness through questionnaires,
interviews and other means. The Company has completed its third party
assessment and believes it is not at material risk for such failures. As part
of the Company's contingency planning,


                                       20
<PAGE>   21

alternate suppliers, where practical, are in the process of being identified to
reduce the risks of interruption if third party failures do occur.

         Although the Company believes it has adequate resources and personnel
to complete its remediation efforts prior to December 31, 1999, the Company
remains at risk with respect to its ability to complete its own program and/or
to a failure by one or more of its third party suppliers to achieve year 2000
compliance within the required time frame.

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, and producer hedging. During the last five years,
the average annual market price has fluctuated between $294 per ounce and $388
per ounce. Recently, gold prices declined to their lowest level in two decades
and have remained at or near that level.

         The Company currently utilizes short dated forward gold contracts to
protect the selling price of a portion of its anticipated production. At June
30, 1999, contracts totaling 28,700 ounces were in place at an average price of
approximately $294 per ounce, or approximately $31 per ounce more than the
market price of gold. Based on the Company's current hedge position, a $10
change in the price of gold would have an impact on annual profitability and
cash flow of approximately $0.6 million. The Company expects to implement
additional hedging strategies in order to be 100% hedged for its anticipated
production for the following year.

         There are certain market risks associated with commodity instruments.
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 May 1998, the Company liquidated a forward position that was
originally established in December 1995, resulting in proceeds of $11.1
million. As of December 31, 1998, $8.6 million of the gain had not been
recognized in operations. During the first six months of 1999, $2.1 million of
the gain was recognized. For the remainder of 1999, $2.0 million of the gain
will be recognized with the balance of $4.5 million recognized in 2000.

         In June 1999, the Company liquidated a forward position that was
initially established in 1998, resulting in proceeds of $5.5 million. The gain
will be recognized as follows; (i) $1.3 million during the remainder of 1999,
(ii) $3.9 million in 2000, and (iii) $0.3 million in 2001.


                                       21
<PAGE>   22

         On June 30, 1999, the Company converted a commodity based loan to a
cash loan. In connection with the conversion, the monetized amount of the debt
was reduced to fair value, resulting in a gain of $2,528,000. The gain will be
recognized in operations over the scheduled repayments in 2001 and 2002.

         At June 30, 1999, the mark to market value of the Company's forward
contracts was approximately $0.9 million.

Interest Rates

         At June 30, 1999, the Company's debt primarily consisted of a cash
loan for the Briggs Mine bearing interest at approximately 7.6%. The Company is
required to have the rate periodically reset for periods that it may choose
which range in duration from one to six months. The Company is not exposed to
significant interest rate risk, as a change of 100 basis points in the rate
would have an impact on annual earnings and cash flow of approximately $0.052
million, based on the June 30, 1999 outstanding loan amount of $5.2 million.

Foreign Currency

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


                                       22
<PAGE>   23

                           PART II OTHER INFORMATION
<TABLE>
<S>          <C>                                                         <C>
ITEM 1.       LEGAL PROCEEDINGS:.........................................  None

ITEM 2.       CHANGES IN SECURITIES:

              In June 1999, the Company issued 307,179 shares of its $0.01 par
              value common stock to five creditors as consideration for
              extinguishment of certain payables aggregating $67,600. The
              shares were issued pursuant to the exemption from registration
              provided by Section 4(2) of the Securities Act of 1933, as
              amended.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES:...........................  None

ITEM 4.       SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS:

              On June 10, 1999, the Company held its Annual Meeting of
              Shareholders. The following two items of business were voted upon
              by shareholders at the meeting:

              Proposal I was the election of a Director of the Company: Richard
              F. Mauro. The proposal electing the Director passed with votes of
              38,072,065 shares "For" and 719,776 "Withheld".

              Proposal II was to ratify the appointment of
              PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) as
              the Company's independent public accountants for 1999. The
              proposal passed with votes of 38,221,662 "For"; 91,697 "Against";
              and 478,482 "Abstaining".

ITEM 5.       OTHER INFORMATION:

              In May 1999, the American Stock Exchange (AMEX) advised the
              Company that it had fallen below certain of AMEX's continued
              listing guidelines and, as a result, was undertaking a review of
              the Company's listing eligibility. In July 1999, AMEX notified the
              Company that it has conditionally continued Canyon's listing and
              will monitor the Company's financial progress in satisfying AMEX's
              guidelines for continued listing. AMEX has expressed a concern
              about the Company's low share price and has made continued listing
              dependent, among other factors, on the share price being above
              $1.00 per share. Accordingly, the Board of Directors of the
              Company approved a resolution to place a 1 for 10 reverse split of
              common shares to a vote of shareholders. The Company will be
              submitting a proxy for such a shareholder vote to the Securities
              and Exchange Commission for its approval prior to its submission
              to shareholders.

ITEM 6(a)     EXHIBITS:

              No. 27 - Financial Data Schedule

ITEM 6(b)     REPORTS ON FORM 8-K:.......................................  None
</TABLE>


                                       23
<PAGE>   24

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 CANYON RESOURCES CORPORATION



Date:   August 12, 1999          /s/ Gary C. Huber
                                 --------------------------------------------
                                 Gary C. Huber
                                 Chief Financial Officer



Date:    August 12, 1999         /s/ Richard T. Phillips
                                 --------------------------------------------
                                 Richard T. Phillips
                                 Treasurer



                                      24

<PAGE>   25

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.                         EXHIBIT DESCRIPTION
--------                      -------------------
<S>                          <C>
  27                         Financial Data Schedule
</TABLE>