exv4w1



 






Exhibit 4.1





















 










     The
following abbreviations, when used in the inscription on the face of
this
certificate, shall be construed as though they were written out in full according to applicable
laws or regulations.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	TEN COM 	  —  	 as tenants in common
	 	UNIF GIFT MIN ACT —
	 	 	 	Custodian
	 

	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	TEN ENT 
	  —  
	 as tenants by the entireties	 	 	(Cust)
	 	 	 	(Minor)
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	JT TEN	  —  	as joint tenants with right of survivorship and not as tenants in common	 	 	Under Uniform Gifts to Minors
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	 	Act                                                            
	 	 	 	 	 	 		 	 	(State)
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Additional
abbreviations may also be used though not in the above list.




	 	 	 
	PLEASE
INSERT SOCIAL SECURITY OR OTHER

	 	 
	IDENTIFYING
NUMBER OF ASSIGNEE
	 	 
	 


	 	 
	 


	 	 






For Value Received                                                                                  hereby sell, assign and transfer unto




 




PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




 





 




                                                                                                                                                                                                         Shares
of the Common Stock represented by the within Certificate and do hereby irrevocably
constitute and appoint



                                                                                                                                                                                                         Attorney
to transfer the sold stock on the books of the within named Corporation, with full power of
substitution in the premises.




Dated
                                        ,
20                    




	 	 	 	 	 
	þ
	 	 	 	 
	 	 	 
	þ
	 	 	 	 
	 	 	 
	 

	 	NOTICE:    	The signature to this
assignment must correspond with the name as written upon the face of
the certificate in every particular, without alteration or
enlargement or any change whatsoever.
	Signature(s) Guaranteed:
	 	 	 	 






THE
SIGNATURE(S) MUST BE GUARANTEED BY AN 
ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCK 
BROKERS, SAVINGS AND LOANS ASSOCIATIONS AND 
CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED 
SIGNATURE GUARANTEE MEDALLION
PROGRAM), 
PURSUANT TO S.E.C. RULE 17Ad-15.



KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.



This certificate also evidences and entitles the holder hereof to certain Rights as set forth in
the Rights Agreement between Canyon Resources Corporation (the “Company”) and American Securities
Transfer & Trust, Inc. (the “Rights Agent”), dated as of March 20, 1997 (the “Rights Agreement”),
the terms of which are incorporated herein by this reference and a copy of which is on file at
the principal offices of the company. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder of this certificate a copy of
the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt
of written request therefor. Under certain circumstances set forth in the Rights Agreement,
Rights issued to or held by any Person who is, was or becomes an Acquiring Person or any
Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such person or by any subsequent
holder, may become null and void.