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Exhibit 4.1




COMMON STOCK SUBSCRIPTION AGREEMENT

AND INVESTMENT AGREEMENT




Name of Subscriber




Dollar Amount of Subscription




          THIS SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENT (“Agreement”), dated
March 10, 2004, is between Canyon Resources Corporation (the “Company”), and
the person or entity (the “Subscriber”) named above who executes this Agreement
as an investor in the Company.



                    Section 1. General. This Agreement sets forth the terms under which the
Subscriber will invest in the Company. The Subscriber’s execution of this
Agreement constitutes an irrevocable offer to purchase the number of shares of
$.01 par value common stock of the Company (the “Stock”) set forth in this
Agreement. If the Subscriber’s subscription is accepted by the Company, the
Subscriber’s execution of this Agreement will constitute the Subscriber’s
agreement to be bound by all of the terms and conditions of this Agreement.
The Stock is offered pursuant to a currently effective shelf registration
statement on Form S-3, which has at least $25,000,000 in unallocated securities
registered thereunder (Registration Number 333-112302) (the “Registration
Statement”), which Registration Statement has been declared effective in
accordance with the Securities Act of 1933, as amended (the “1933 Act”), by the
United States Securities and Exchange Commission.



             
       Section 2. Subscriber’s Subscription. The Subscriber hereby subscribes
for
               shares of common stock of the Company at a
purchase price of $4.37 per share for an aggregate purchase price of
$                .



                    Section 3. Representations and Warranties. The Subscriber hereby
represents, warrants and certifies to the Company as follows:



                              (a)     the Subscriber is not acting as an underwriter, placement agent,
broker or dealer in connection with the Subscriber’s acquisition of the Stock
and the Subscriber is purchasing the Stock for its own account and not with a
view to distribution, without prejudice, however, to Subscriber’s right at all
times to sell or otherwise dispose of all or any part of the Stock in
compliance with applicable federal and state securities laws.



                              (b)     the address of the Subscriber set forth below is the true and correct
residence (in the case of an individual) or principal place of business (in the
case of an entity) of the Subscriber; the Subscriber has no present intention
of becoming a resident or domiciliary of any other state or jurisdiction;



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                              (c)     all of the representations and warranties of the Subscriber contained
in this Agreement and all information furnished by the Subscriber to the
Company are true, correct and complete in all respects; and



                              (d)     the Subscriber will be the sole party in interest in the Stock to be
acquired by the Subscriber and as such will be vested with all legal and
equitable rights in such subscription.



          The foregoing representations, warranties, certifications, agreements,
undertakings and acknowledgments are made by the Subscriber with the intent
that they be relied upon in determining the Subscriber’s suitability as a
subscriber of Stock and the Subscriber agrees that those representations,
warranties, agreements, undertakings and acknowledgments shall survive this
Agreement. In addition, the Subscriber undertakes to notify the Company
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth in this Agreement.



          If more than one person is executing this Agreement, each representation,
warranty and undertaking in this Agreement shall be a joint and several
representation, warranty and undertaking of each such person. If the
Subscriber is a partnership, corporation, trust or other entity, the Subscriber
further represents and warrants that the Subscriber has enclosed with this
Agreement appropriate evidence of the authority of the individual executing
this Agreement to act on behalf of the Subscriber.



                    Section 4. Indemnification. The Subscriber shall indemnify and hold
harmless the Company, any affiliate of the Company, and the officers,
directors, employees and professional advisors of any of the foregoing, from
and against any and all claims, losses, damages, liabilities or expenses,
including costs and reasonable attorneys’ fees, that any of the foregoing
persons or entities may incur by reason of, or in connection with, any
misrepresentations made by the Subscriber, any breach of any of the
Subscriber’s representations and warranties in this Agreement, or the
Subscriber’s failure to fulfill any of the Subscriber’s covenants or agreements
contained in this Agreement.



                    Section 5. Miscellaneous.



                              (a)     This Agreement shall be irrevocable.



                              (b)     This Agreement may not be assigned by the Subscriber, and any attempt
by the Subscriber to assign this Agreement shall make this Agreement voidable
at the option of the Company. Subject to the preceding sentence, this
Agreement shall be binding upon and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assigns of the
Subscriber.



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                              (c)     This Agreement contains the entire agreement between the Subscriber
and the Company and supersedes all previous agreements between the parties,
whether written or oral, with respect to subject matter hereof.



                              (d)     All pronouns contained herein and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the parties hereto may require.



                              (e)     This Agreement and the Subscriber’s investment shall be governed by
and construed and enforced in accordance with the laws of the State of Colorado
and courts located in the State of Colorado shall have exclusive jurisdiction
with respect to all matters arising hereunder.



          IN WITNESS WHEREOF, this Agreement has been executed by the undersigned
Subscriber on the date set forth below.



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          IF THE SUBSCRIBER IS AN INDIVIDUAL (OR INDIVIDUALS), PLEASE EXECUTE AND
COMPLETE THE FOLLOWING AND HAVE YOUR SIGNATURE NOTARIZED:



[Note: Signature blanks for Subscriber’s signing as a partnership, corporation, trust or other

entity appear on the following page.]




	 	 	 	 	 
	


	 	 	 	

	Signature of Subscriber

	 	Signature of Co-Subscriber

(if applicable)
	 
	 	 	 	 
	


	 	 	 	

	Print Name of Subscriber

	 	Print Name of Co-Subscriber

(if applicable)
	 
	 	 	 	 
	


	 	 	 	

	Social Security Number

	 	Social Security Number

of Co-Subscriber (if applicable)
	 
	 	 	 	 
	Address:
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 
	

	 	 	 	Date:
	

	 	 	 	








	 	 	 	 	 	 	 
	STATE
OF

	


	 	)	 	 	 
	

	 	 	)	 	ss.	 
	COUNTY OF

	


	 	)	 	 	 







          On
this          
day of          
2004 before me personally came
         , who, being duly sworn by me, acknowledged that (s)he
executed the foregoing instrument for the uses and purposes therein stated.



	 	 	 
	 

	 	

	

	 	Notary Public






	 	 	 
	My Commission Expires:

	 	








[SEAL]


* * *




          Accepted by the Company on this _____ day of _____________ 2004.




	 	 	 	 	 
	 

	 	CANYON RESOURCES CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Richard H. De Voto, President







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          IF THE SUBSCRIBER IS A PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY,
PLEASE EXECUTE AND COMPLETE THE FOLLOWING AND HAVE YOUR SIGNATURE NOTARIZED:



	 	 	 	 	 	 	 
	Print Name of Entity:
	 	 	 	 	 	 
	

	 
	 	 	 	 	 	 
	Date:

	 	 	 	By:	 	 
	
	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	

	 
	 	 	 	 	 	 
	Tax Identification Number:

	 	Address:	 	 	 	 
	


	 	 	 	 	
	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	
	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	
	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	
	 







	 	 	 	 	 	 	 
	STATE
OF

	


	 	)	 	 	 
	

	 	 	)	 	ss.	 
	COUNTY OF

	


	 	)	 	 	 





          On
this
            day
of        , 2004 before me personally came
            in his (her) capacity as               
   on behalf of
                  
who, being duly sworn by me, acknowledged that s(he) executed the foregoing
instrument on behalf of said entity, that s(he) had the authority to execute
the same, and that s(he) executed the same as the act and deed of said entity
for the uses and purposes therein stated.



	 	 	 
	 

	 	

	

	 	Notary Public






	 	 	 
	My Commission Expires:

	 	










[SEAL]




* * *




          Accepted by the Company on this _______ day of ________________ 2004.



	 	 	 	 	 
	 

	 	CANYON RESOURCES CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Richard H. De Voto, President







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