Canyon Resources Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. ________ )

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

CANYON RESOURCES CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

---

 

ATNA RESOURCES LTD.

Developing a Golden Future

A Golden Combination

1

 

Certain forward-looking statements are included in this presentation, including statements relating to a
proposed transaction between Canyon Resources Corporation and Atna Resources Ltd. These statements
are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements reflect Canyon's and Atna’s current expectations regarding the proposed
transaction, and speak only as of the date of this presentation. Investors are cautioned that all forward-
looking statements in this presentation involve risks and uncertainties that could cause actual results to
differ materially from those referred to in the forward-looking statements. Such risks and uncertainties
include, among other things: (1) that Canyon stockholders will not support or approve the transaction in a
timely manner, if at all; (2) that the closing of the transaction could be materially delayed or more costly and
difficult than expected; (3) that the final value of the transaction could be adversely affected by changes
in stock price of Atna Resources; and/or (4) that the transaction will not be consummated. A full discussion
of other known risks and uncertainties regarding Canyon Resources, its business and operations are
included in its Annual Report on Form 10-K, for the year ended December 31, 2006, as filed with the SEC,
copies of which are available without charge from Canyon Resources. A full discussion of other known risks
and uncertainties regarding Atna Resources, its business and operations are included in its Annual Report
on Form 20-F, for the year ended December 31, 2006, as filed with the SEC, copies of which are available
without charge from Atna Resources. These filings are also available electronically from the SEC Web site at
www.sec.gov . If any of the events described in those filings were to occur, either alone or in combination, it
is likely that Canyon's or Atna's ability to reach the results described in the forward-looking statements
could be impaired and Canyon's and/or Atna's stock price could be adversely affected. Neither Canyon
Resources or Atna Resources undertake any obligation to update or correct any forward-looking statements
included in this presentation to reflect events or circumstances occurring after the date of this presentation.

Forward Looking Statement

2

 

This presentation is not an offer to sell securities or the solicitation of an offer to buy securities. In connection with
the proposed transaction, Atna and Canyon intend to file relevant materials with the SEC, including the filing by Atna
with the SEC of a Registration Statement on Form F-4 (the "Registration Statement"), which will include a preliminary
prospectus and related materials to register the common shares of Atna to be issued in exchange for Canyon
common stock. The Registration Statement will incorporate a proxy statement/ prospectus (the "Proxy
Statement/Prospectus") that Canyon plans to mail to its stockholders in connection with obtaining approval to the
proposed merger. The Registration Statement and the Proxy Statement/Prospectus will contain important information
about Canyon, Atna, the transaction and related matters. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they are available. Investors and security
holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by Canyon and Atna through the web site maintained by the SEC at www.sec.gov.

Canyon and its directors and executive officers also may be deemed to be participants in the solicitation of proxies
from the stockholders of Canyon in connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction described herein will be included in the
Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers
is also included in Canyon's annual report on Form 10-K, which was filed with the SEC on March 2, 2007. This
document is available free of charge at the SEC's web site at www.sec.gov.  Atna and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from the stockholders of Canyon in connection
with the transaction described herein. Information regarding the special interests of these directors and executive
officers in the transaction described herein will be included in the Proxy Statement/Prospectus described above.
Additional information regarding these directors and executive officers is also included in Atna's Form 20-F filed with
the SEC on June 30, 2005. This document is available free of charge at the SEC's web site at www.sec.gov.  Copies of
Atna’s filings may also be obtained without charge from Atna at its web site (www.atna.com) or by directing a request
to Atna Resources Ltd., Attn.: Investor Relations, 510 – 510 Burrard Street, Vancouver, BC V6C 3A8.

Additional Information

3

 

Atna - Canyon merger

Canyon shareholders receive 0.32 shares of
Atna for each Canyon share

Warrants, options and convertible debt
become Atna obligations

Canyon special shareholder meeting

March 6, 2008

Close transaction March 7

Transaction

4

 

Highlights

A multi-million ounce gold company

Near term production and cash flow

Pipeline of gold development projects

Western U.S. gold focus

Synergistic management team

Financial strength to ensure long term growth

5

 

Corporate Information

U.S.$825,000 6% LT
Convertible Debentures

U.S.$825,000 6% LT
Convertible Debentures

Nil

Debt

U.S.$10 - 11 M

(projected at close)

U.S.$4.3 M

U.S.$12.2 M

Cash *

90.8 million

73.2 million

67.2 million

Fully Diluted

81.7 million

53 million

64.7 million

Shares
Outstanding

Combined

Canyon

Atna

*As of September 30, 2007

6

 

Peer Analysis

The combined company trades at a low Enterprise
Value / oz multiple relative to its peers

⁽¹⁾ Assumes 70% ownership of Pinson

⁽²⁾ Includes measured, indicated, inferred resources

⁽³⁾ Includes proven & probable reserves and mineralized material

7

 

Re-rating

Potential for significant re-rating as several projects
are advanced toward production

⁽¹⁾ Assumes 70% ownership of Pinson

⁽²⁾ Includes measured, indicated, inferred

⁽³⁾ Includes proven & probable reserves and mineralized material

US$67/oz

US$9/oz

US$37/oz

US$50/oz

US$75/oz

US$100/oz

Potential Value to
Combined
Shareholders

+30%

+90%

+149%

⁽³⁾

⁽¹⁾

⁽²⁾

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

Atna

Canyon

Combined

US$50/oz

US$75/oz

US$100/oz

Re-rating potential

8

 

Management Team

David Watkins, MSc, CEO, Chairman

40 years of global mining & exploration experience

James Hesketh, MSc, President & COO

30 years of banking and global production experience

David Suleski, BBA, CPA, VP & CFO

25 years of mining finance and accounting experience

Bill Stanley, BSc, MBA, VP Exploration

30 years exploration experience focused in Nevada

9

 

Gold Development Properties

Pinson - Nevada

Briggs - California

Reward - Nevada

Seven Up Pete -  
               Montana

Western U.S. Focus

10

 

Mineralized Material

Atna (NI43-101)

1,146,600

0.340

3,374,000

Inferred

1,063,000

0.421

2,505,000

Measured & Indicated

Ounces Au

Grade oz/t

Tons

Cut-off ⁽²⁾

(1) Project basis: Atna owns 70%, Barrick 30%: Barrick may reverse interest to 30:70 by spending US$30M by April 2009

(2) Cut-off 0.20 oz/ton

(3) Although "Measured Resources", "Indicated Resources" and "Inferred Resources" are categories of mineralization that are
recognized and required to be disclosed by Canadian regulations, the United States Securities and Exchange Commission (the
"SEC") does not recognize them. Disclosure of contained ounces is permitted under Canadian regulations, however, the SEC
generally permits resources to be reported only as in place tonnage and grade. See "Cautionary Note to US Investors."

0.030

55,400,000

Mineralized Material ⁽²⁾

291,000

0.030

9,600,000

Proven & Probable
Reserves

Ounces Au ⁽³⁾

Grade oz/t

Tons

Cut-off ⁽¹⁾

(1) Cut-off 0.01 -- 0.08 oz/ton function of open pit or underground

(2) Mineralized material DOES NOT include proven and probable

(3) Equity share of in-situ ounces

Canyon (SEC Guide 7)

Pinson Project Resource ⁽¹⁾

11

 

Pinson - Humboldt County, NV

Atna 70%, Barrick 30%

2.2 million ounce resource

1.1 million oz M&I @ 0.42 oz/t

1.1 million oz Inferred @ 0.34 oz/t

Barrick to spend US $30
million before April 2009 to
earn a 70% interest

Goals of Barrick program

Underground development

85,000 feet of drilling

New target exploration

Advancement towards feasibility
and production

12

 

Briggs - Inyo County, CA

Near term production

Existing plant and infrastructure

Permitted operating site and leach pads

Open pit engineering studies complete

35,000 oz/year over four years

$468/oz cash cost, $8.25 million CAPEX

Underground design completed

0.259 million tons @ 0.164 oz/ton Au

11,000 oz/yr over 3.5 years

$423/oz cash cost, $4.9 million CAPEX

Excellent exploration potential

High grade structures

Six mile strike length

550,000 oz historic production

13

 

Reward - Nye County, NV

Feasibility study completed

Heap leach project

35,000 oz/year, four years

$24 million CAPEX

Cash cost estimate U.S.$410

IRR: 13.2% @ $700 gold

Processing and management
synergies with Briggs

Project permitting underway

Approval expected Q2 2008

Proven & Probable Reserve

5.2 million tons @ 0.027 oz/ton Au

2.0 strip ratio

14

 

Seven Up Pete - Lincoln, MT

1991 feasibility study

Open pit mine with CIP circuit

75,000 oz/year production shown in prior
study

Resource model (mineralized
material)

17 million Tons @ 0.035 oz/ton Au

Vein system mineralization

Non-cyanide metallurgical test
work

Gravity/flotation gold recovery

Positive results developed

Private lands and unpatented
claims

15

 

Gold Exploration Properties

100% Owned Projects

Jarbidge

Mt. Edna

Tram

Searchlight

Joint Venture and Farm-Out Projects

Clover- Yamana Gold

Adelaide - Golden Predator Mines

Tuscarora – Golden Predator Mines

TJ-DF – Sage Gold

16

 

Royalties

Wolverine, Yukon (Yukon Zinc)

9.4% NSR on precious metals

McDonald, Montana (Newmont)

3% NSR on 2,870 acres of fee mineral rights

Dominican Republic (Energold)

0.4% NSR and production payments on 12 properties

Mina Cancha, Argentina (Yamana Gold)

2.5 % NSR on gold deposit

17

 

Other Assets

Montana – 900,000 Acres of Mineral Rights

Fee mineral rights

Deposit target types include sedimentary hosted Cu/Ag, epithermal Au,
massive sulfide, porphyry Cu, and industrial minerals

Wyoming – Uranium Assets

Converse/Sand Creek joint ventures (Uranium One/New Horizon)

23,000 acres claimed or leased land

Chile – Silver & Copper Assets

Cachinal and Celeste joint ventures (Valencia Ventures & Coro Mining)

Canada – Base Metal Assets

Wolf joint venture and Ecstall property

18

 

Summary

A multi-million ounce gold company

Near term production and cash flow

Pipeline of gold development projects

Western U.S. gold focus

Synergistic management team

Financial strength to ensure long term growth

19

 

A Golden Combination Creating  a
Unique Platform for Growth

ATN:TSX

CAU:AMEX

Atna Resources Ltd.

Cautionary Note to US Investors

This presentation and other information released by Atna uses the terms "resources", "measured resources", "indicated resources" and "inferred
resources". United States investors are advised that, while such terms are recognized and required by Canadian securities laws, the SEC does not
recognize them. Under United States standards, mineralization may not be classified as a "reserve" unless the determination has been made that
the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Mineral resources that are
not mineral reserves do not have demonstrated economic viability. United States investors are cautioned not to assume that all or any part of
measured or indicated resources will ever be converted into reserves. Inferred resources are in addition to measured and indicated resources.
Further, inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It
cannot be assumed that all or any part of the inferred resources will ever be upgraded to a higher category. Therefore, United States investors are
also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically.

20