Canyon Resources Corp (CAU)

GOLDEN, Colo., Jan. 23 /PRNewswire-FirstCall/ -- Canyon Resources Corporation (Amex: CAU - News; "Canyon"), a Colorado based mining company, cordially invites all shareholders to attend a special meeting of the shareholders of Canyon on March 6, 2008 at 3 p.m. Mountain Time to vote on the proposed merger between Canyon and Atna Resources Limited ("Atna"). The special meeting will be held at Table Mountain Inn located at 1310 Washington Avenue, Golden, Colorado. Canyon anticipates that it will commence mailing the proxy statement in relation to the proposed merger on January 25, 2008 to shareholders of record on January 18, 2008. When will I receive the proxy material? Canyon anticipates that the proxy material will be mailed on January 25, 2008; shareholders should receive the material shortly after this date. Due to possible mailing delays, foreign investors are encouraged to contact the Company to receive their proxy by email. Any investor who does not receive their proxy card by February 11, 2008 should contact the company at 303-278-8434 or vkimball@canyonresources.com; or the Altman Group at 800-314-9816. Who can help answer my additional questions? If you would like additional copies of the proxy material or have further questions concerning the merger, please contact Valerie Kimball, Investor Relations at 303-278-8464. You may also wish to contact our proxy solicitation agent, The Altman Group at 800-314-9816, to assist you in voting your shares. Canyon Resources operates a gold mine in California. Its Briggs Mine, located in the southeastern part of the state, produces gold and silver. The company is engaging in reclamation operations at its Kendall Mine in Montana. In addition, Canyon Resources is exploring for gold and silver on properties elsewhere in the western US. The main customer for the company's gold is Standard Bank London; Metalor USA Refining is the main customer for the silver produced by Canyon Resources. In 2006 the company traded mineral properties in Montana to Newmont Mining for properties in Nevada, which the company intends as its developmental focus in the near-term. Company Site: http://www.canyonresources.com/ Summary of the Merger Transaction The transaction will be completed by way of a merger whereby each share of Canyon common stock will be exchanged for 0.32 of an Atna common share. All outstanding Canyon employee stock options will be cancelled and all outstanding warrants and convertible debentures of Canyon will be assumed by Atna and will be exercisable to acquire that number of common shares of Atna determined by reference to the share exchange ratio. Atna will grant options to Canyon’s employees at the time of closing. Atna will continue to trade on the Toronto Stock Exchange, under the symbol “ATN”. David Watkins will continue to be the Chief Executive Officer and Chairman of the combined company, while Jim Hesketh will join the management team in the role of President and Chief Operating Officer. David Suleski, Canyon’s Vice President and Chief Financial Officer, will assume the same role at Atna. Bill Stanley and Bonnie Whelan of Atna will continue in their roles respectively as Vice President, Exploration and Corporate Secretary. The Board of Directors of Canyon, having received the unanimous recommendation of a Special Committee of independent Directors, is recommending that holders of Canyon shareholders vote in favor of the transaction. Canyon’s financial advisors have provided an opinion to the Special Committee that the consideration to be received by Canyon shareholders pursuant to the transaction is fair, from a financial point of view, to Canyon shareholders. Atna’s financial advisors have provided an opinion to the Board of Directors of Atna that the consideration being offered is fair, from a financial point of view, to Atna shareholders. The transaction is subject to all requisite regulatory and court approvals and other conditions customary to transactions of this nature. The transaction must be approved by the holders of a majority of the outstanding shares of common stock of Canyon at a special meeting of Canyon stockholders. Atna has engaged National Bank Financial Inc. as its financial advisor. Canyon’s financial advisor is Wellington West Capital Markets Inc. News: Wed, Jan 23 , 2008 9:01 AM Canyon Resources Sets Special Meeting Date for Shareholder Vote on Merger With Atna Resources - PR Newswire Wed, Dec 05, 2007 12:09 PM Canyon Resources Initiates Drilling at its Briggs Area Projects - PR Newswire http://biz.yahoo.com/prnews/071205/law096.html?.v=101 Mon, Nov 19, 2007 8:30 AM Atna and Canyon Agree to Merge - PR Newswire Wed, Oct 03, 2007 9:15 AM Canyon Resources Announces Hearing Date on Its McDonald Takings Claim - PR Newswire Wed, Sep 05, 2007 9:16 AM Canyon Resources Outlines Its Forward Looking Strategy - Canada NewsWire Mon, Aug 27, 2007 9:01 AM Canyon Resources Announces Uranium Drilling Results - PR Newswire Sec Filings 01/23/08 DEFA14A Additional proxy soliciting materials - definitive 01/23/08 8-K Report of unscheduled material events or corporate changes. 01/23/08 425 Filing of certain prospectuses and communications in connection with business combination transactions 01/16/08 4 Statement of changes in beneficial ownership of securities 01/16/08 4 Statement of changes in beneficial ownership of securities 01/14/08 4/A Amendment to a previously filed 4 01/14/08 SC 13G/A An amendment to the SC 13G filing 01/11/08 4 Statement of changes in beneficial ownership of securities 01/04/08 4 Statement of changes in beneficial ownership of securities 01/04/08 3 Initial statement of beneficial ownership of securities 01/04/08 FORM 4/3 - HEDGEHOG CAPITAL LLC (David T. Lu) Aquires shares (16.25% owner) ( controls 8622052 direct and indirect shares ) http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=5637269&Type=HTML http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=5637263&Type=HTML 12/17/07 FORM 4 12/14/07 - Form 8-K. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. http://biz.yahoo.com/e/071214/cau8-k.html 12/12/07 - form 8-K - OTHER EVENTS. CANYON RESOURCES CORP Financials http://finance.yahoo.com/q/is?s=cau 11/26/07 - Form 425 - Communications - Transcript of coference call about proposed merger http://www.sec.gov/Archives/edgar/data/739460/000095013407024501/d51821e425.htm 11/21/07 - Form 8-K - OTHER EVENTS. On November 19, 2007, Canyon Resources Corporation, a Delaware corporation ("Canyon Resources") held an investor conference call related to the previously announced Agreement and Plan of Merger by and among Atna Resources Ltd., a corporation incorporated under the laws of the Province of British Columbia, Atna Acquisition Ltd., a Delaware corporation and Canyon Resources. http://biz.yahoo.com/e/071121/cau8-k.html Share Statistics Outstanding: 53.05 m Float: 47.13 m Short Interest: 6.56 k (as of 11/27/07) Non-Corp. Insider Hold'gs: 11.20% (as of 10/1/07) Bought Prev 3 Mo: 193.7 k Sold Prev 3 Mo: 0 Institution Hold'gs: 9.00% (as of 11/1/07) Total Held: 4.78 m Institutions: 17 Bought Prev Mo: 696.27 k Sold Prev Mo: 21.87 k