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                                                                     EXHIBIT 4.5

                       CONVERTIBLE SUBORDINATED DEBENTURE

           THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS
(THE "STATE ACTS"), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR
OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL OR
SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
IN VIOLATION OF THE ACT AND THE STATE ACTS.

                          CANYON RESOURCES CORPORATION

                             A Delaware Corporation

NO. CSDA -                                         ________________  ___, 2003

           Canyon Resources Corporation, a Delaware corporation (the
"Corporation"), is indebted and, for value received, promises to pay to the
order of ____________________________________________on March 1, 2005 (the "Due
Date"), (unless this Debenture shall have been sooner redeemed or converted as
herein provided), upon presentation of this Debenture, $____________ (the
"Principal Amount") and to pay interest on the Principal Amount at the rate of
6% per annum as provided herein.

           The Corporation covenants, promises and agrees as follows:

           1. Interest. Interest which shall accrue on the Principal Amount
shall be payable quarterly until the Principal Amount and all accrued and unpaid
interest shall have been paid in full. All accrued and unpaid interest shall be
payable on the Due Date. All payments of principal and interest or principal or
interest shall be made at (address):

           2. Redemption.

                     2.1. This Debenture is subject to redemption at the option
of the Corporation in whole or in part prior to the Due Date at any time and
from time to time without penalty or premium. The Corporation may exercise its
right to redeem this Debenture prior to maturity by giving notice (the
"Redemption Notice") thereof to the holder of this Debenture as it appears on
the books of the Corporation, which notice shall specify the terms of redemption
(including the place at which the holder of the Debenture may obtain payment),
the principal amount of the Debenture to be redeemed (the "Redemption Amount")
and shall fix a date for redemption (the "Redemption Date"), which date shall
not be less than 30 days nor more than 45 days after the date of the Redemption
Notice. The holder of the Debenture may exercise the holder's conversion rights
under Section 3 below prior to any such redemption by giving notice of
conversion at least two business days before the Redemption Date.

                     2.2. On the Redemption Date, the Corporation shall pay all
accrued and unpaid interest on the Debenture up to and including the Redemption
Date and shall pay to the holder hereof a dollar amount equal to the Redemption
Amount.

           3. Conversion.

                     3.1 The holder of this Debenture shall have the right, at
such holder's option, at any time, to convert all, but not less than all, of
this Debenture into such number of fully paid and nonassessable shares of Common
Stock of the Corporation (the "Common Stock") as shall be provided herein. The
holder of this Debenture may exercise the conversion right provided in this
Section 3.1 by giving written notice (the "Holder Conversion Notice") to the
Corporation of the exercise of such right and stating the name or names in which
the stock certificate or stock certificates for the shares of Common Stock

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are to be issued and the address to which such certificates shall be delivered.
The Holder Conversion Notice shall be accompanied by the Debenture. The
conversion ratio at which the principal amount of this Debenture shall be
converted into Common Stock under this Section 3.1 shall be $1.38 of debenture
principal for one share of Common Stock, or at the adjusted conversion price in
effect at the time of conversion as provided below.




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                     3.2. Conversion shall be deemed to have been effected on
the date the Holder Conversion Notice is given (the "Conversion Date"). Within
10 business days after the Corporation's receipt of the Holder Conversion
Notice, the Corporation shall issue and deliver by hand against a signed receipt
therefore or by United States registered mail, return receipt requested, to the
address designated by the holder of this Debenture in the Holder Conversion
Notice, a stock certificate or stock certificates of the Corporation
representing the number of shares of Common Stock to which such holder is
entitled and a check or cash in payment of all interest accrued and unpaid on
the Debenture up to and including the Conversion Date.

           4. Adjustments to Conversion.

                     4.1 If the Corporation at any time pays to the holders of
its Common Stock a dividend in Common Stock, the number of shares of Common
Stock issuable upon the conversion of this Debenture shall be proportionately
increased, effective at the close of business on the record date for
determination of the holders of the Common Stock entitled to the dividend.

                     4.2 If the Corporation at any time subdivides or combines
in a larger or smaller number of shares its outstanding shares of Common Stock,
then the number of shares of Common Stock issuable upon the conversion of this
Debenture shall be proportionately increased in the case of a subdivision and
decreased in the case of a combination, effective in either case at the close of
business on the date that the subdivision or combination becomes effective.

                     4.3 If the Corporation is recapitalized, consolidated with
or merged into any other corporation, or sells or conveys to any other
corporation all or substantially all of its property as an entity, provision
shall be made as part of the terms of any such transaction so that the holder or
holders of this Debenture may receive, in lieu of the Common Stock otherwise
issuable to them upon conversion hereof, at the same conversion ratio, the same
kind and amount of securities or asset as may be distributable upon the
recapitalization, consolidation, merger, sale or conveyance with respect to the
Common Stock.

           5.     Subordination. The rights of the holder of this Debenture to
                  receive payment of any principal or interest hereon is subject
                  and subordinate to the prior payment of the principal of, (and
                  premium, if any) and the interest on all other indebtedness of
                  the Corporation or any of its subsidiaries (including any
                  obligation arising under guarantees by the Corporation),
                  whether now outstanding or subsequently incurred, whether
                  secured or unsecured, and any deferrals, renewals or
                  extensions of such indebtedness or any debentures, bonds or
                  notes evidencing such indebtedness (the "Senior
                  Indebtedness"). Upon any receivership, insolvency, assignment
                  for the benefit of creditors, bankruptcy, reorganization, sale
                  of all or substantially all of the assets, dissolution,
                  liquidation, or any other marshaling of the assets and
                  liabilities of the Corporation, or in the event this Debenture
                  is declared due and payable upon the occurrence of a default
                  as defined in this Debenture, then no amount shall be paid by
                  the Corporation with respect to principal and interest hereon
                  unless and until the principal of, and interest on, all Senior
                  Indebtedness then outstanding is paid in full.

           6. Default.

                     6.1. The entire unpaid and unredeemed balance of the
Principal Amount and all Interest accrued and unpaid on this Debenture shall, at
the election of the holder, be and become immediately due and payable upon the
occurrence of any of the following events (a "Default Event"):

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                               (a) The non-payment by the Corporation when due
of principal or interest or of any other payment as provided in this Debenture,
and failure continues for a period of 30 days.

                               (b) If the Corporation (i) applies for or
consents to the appointment of, or if there shall be a taking of possession by,
a receiver, custodian, trustee or liquidator for the Corporation; (ii) becomes
generally unable to pay its debts as they become due; (iii) makes a general
assignment for the benefit of creditors or becomes insolvent; (iv) files or is
served with any petition for relief under the Bankruptcy Code or any similar
federal or state statute; and (v) has any final non-appealable judgment entered
against it in excess of $1,000,000 in any one instance or in the aggregate
during any consecutive 12 month period.

                               (c) Any failure by the Corporation to issue and
deliver shares of Common Stock as provided herein upon conversion of this
Debenture.

                     6.2. Each right, power or remedy of the holder hereof upon
the occurrence of any Default Event as provided for in this Debenture or now or
hereafter existing at law or in equity or by statute shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for in this Debenture or now or hereafter existing at law or in equity
or by statute, and the exercise or beginning of the exercise by the holder or
transferee hereof of any one or more of such rights, powers or remedies shall
not preclude the simultaneous or later exercise by the holder hereof of any or
all such other rights, powers or remedies.

           7. Failure to Act and Waiver.

                     7.1 No failure or delay by the holder hereof to insist upon
the strict performance of any term of this Debenture or to exercise any right,
power or remedy consequent upon a default hereunder shall constitute a waiver of
any such term or of any such breach, or preclude the holder hereof from
exercising any such right, power or remedy at any later time or times. By
accepting payment after the due date of any amount payable under this Debenture,
the holder hereof shall not be deemed to waive the right either to require
payment when due of all other amounts payable under this Debenture, or to
declare a default for failure to effect such payment of any such other amount.

                     7.2 The failure of the holder of this Debenture to give
notice of any failure or breach of the Corporation under this Debenture shall
not constitute a waiver of any right or remedy in respect of such continuing
failure or breach or any subsequent failure or breach.

           8. Jurisdiction. Any action, suit or proceeding arising out of this
Debenture must be brought in an appropriate court in the State of Colorado,
including the United States District Court for the District of Colorado, or in
any other court in Colorado having jurisdiction over the subject matter.

           9. Transferability. The security represented by this Debenture has
not been registered under the United States Securities Act of 1933, as amended,
or the laws of any state and has been issued pursuant to an exemption from
registration pertaining to such security and pursuant to a representation by the
holder named herein that the Debenture has been acquired for purposes of
investment and not for purposes of distribution. This Debenture may not be
offered, sold, transferred, pledged or hypothicated (except as provided herein)
in the absence of registration, or the availability of an exemption from such
registration.

           10. Notices. All notices and communications under this Debenture
shall be in writing and shall be either delivered in person or accompanied by a
signed receipt therefore or mailed first-class United States certified mail,
return receipt requested, postage prepaid, and addressed as follows: if to the
Corporation, to Canyon Resources Corporation, 14142 Denver West Parkway, Suite
250, Golden, Colorado 80401 and, if to the holder of this Debenture, to the
address of such holder as it appears in the books of the Corporation. Any notice
of communication shall be deemed given and received as of the date of such
delivery or mailing.

           11. Governing Law. This Debenture shall be governed by and construed
and enforced in accordance with the laws of the State of Colorado, or, where
applicable, the laws of the United States.

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           IN WITNESS WHEREOF, the Corporation has caused this Debenture to be
duly executed under its corporate seal.

ATTEST:    (SEAL)                        CANYON RESOURCES CORPORATION




                                         By:
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Gary C. Huber                                 Richard H. De Voto
Secretary                                     President


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