CANYON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

Nov 17, 2011

CANYON RESOURCES LIMITED ACN 140 087 261

NOTICE OF GENERAL MEETING

TIME : 9.00 am (WST) DATE : 20 December 2011 PLACE : The Celtic Club 48 Ord Street West Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9413 7300.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	10
Proxy Form	11

TIME AND PLACE OF ME ETING AND HOW TO VOT E

VENUE

The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 9.00am (Perth time) on 20 December 2011 at:

The Celtic Club 48 Ord Street West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 7.00pm (Sydney time) on 18 December 2011.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

2

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3

NOTICE OF GENERAL MEETI NG

Notice is given that the general meeting of Shareholders will be held at 9.00am (WST) on 20 December 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOLUTION 1- RATIFICATION OF ISSUE OF SHARE PLACEMENT – TRANCHE 1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of up to 6,770,000 Shares on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast on this resolution by a person who participated in the prior issue and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARE PLACEMENT – TRANCHE 2

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 1,183,830 Shares on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES – PINARELLO PROJECT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 300,000 Shares on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES – TIGOU AND TYEKOBO

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 450,000 Shares on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 17 NOVEMBER 2011

BY ORDER OF THE BOARD

==> picture [111 x 37] intentionally omitted <==

PHILLIP MACLEOD COMPANY SECRETARY

5

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 9.00am (WST) on 20 December 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTIONS 1 - RATIFICATION OF ISSUE OF PLACEMENT SHARES – TRANCHE 1

1.1 Background

On 11 November 2011, the Company announced that it intended to undertake a placement by issuing up to 7,953,830 Shares at $0.47 each to raise up to $3,738,300 (before costs) ( Placement ). The Placement is intended to occur in two separate tranches as follows:

• (a) 6,770,000 Shares to be issued on or immediately after 22 November 2011 ( Tranche 1 ); and

• (b) 1,183,830 Shares to be issued on or immediately after the date of this General Meeting ( Tranche 2 ).

Resolutions 1 relates to the ratification of the proposed issue of the initial 6,770,000 Shares under Tranche 1 of the Placement. The remaining 1,183,830 Shares to be issued in Tranche 2 are the subject of Resolution 2.

Shareholders should note that the Company will only proceed with the issue of Shares under Tranche 1 of the Placement if Shareholders have passed resolutions 2 to 5 (inclusive) contained in the Company’s Notice of Annual General Meeting, to be considered at the Company’s Annual General Meeting to be held on 22 November 2011. If all of those resolutions are not passed at the Annual General Meeting, then Tranche 1 of the Placement will not proceed and Resolution 1 will be withdrawn prior to the date of the General Meeting as the Company not be able to issue the Tranche 1 Shares under the Listing Rules.

1.2 ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Shares under Resolution 1, the Company will retain the flexibility to issue equity securities in the future up to the 15% capacity set out in Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

6

1.3 Technical Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification of Shares issued under Resolution 1:

• (a) as at the date of this Notice of Meeting, no Shares have been issued, however, for the reasons outlined in Section 1.1 above, it is intended that prior to the date of the General Meeting, where Shareholders have passed resolutions 2 to 5 (inclusive) to be considered at the Annual General Meeting, the Company will issue up to 6,770,000 Shares;

• (b) the Shares will be issued at a price of $0.47 each;

• (c) the Shares issued will all be fully paid ordinary shares in the capital of the Company and rank equally with the existing Shares on issue;

• (d) the Shares will be issued to clients of Hartleys Limited predominately, and to other professional and sophisticated investors. None of the allottees will be related parties of the Company; and

• (e) as announced to ASX on 11 November 2011, the funds raised are to be used to accelerate the planned exploration programmes in Burkina Faso, with a focus on follow-up drilling at the Company’s Tao and Taparko North Projects.

2. RESOLUTIONS 2 - APPROVAL TO ISSUE PLACEMENT SHARES – TRANCHE 2

2.1 Background

As outlined in Section 1.1 above, Resolution 2 seeks approval for the Company to issue 1,183,830 Shares pursuant to Tranche 2 of the Placement.

2.2 ASX Listing Rules

A summary of the requirements of ASX Listing Rule 7.1 is outlined in Section 1.2 above.

The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 Shares under the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the approval under Resolution 2:

• (a)

• the maximum number of Shares to be issued is 1,183,830 Shares;

• (b) the Shares are intended to be issued shortly after the date of the General Meeting with allotment to occur on the same date as the issue. In any event, the Shares will be issued no later than 3 months after the date of this meeting (or a later date to the extent permitted by any ASX waiver or modification to the Listing Rules). It is intended that allotment will occur on the same date as any issue;

• (c)

• the Shares will be issued at a price of $0.47 per Share;

• (d) the Shares will be issued to clients of Hartleys Limited, and to other investors to which the Company may rely on Section 708 of the Corporations Act. None of the allottees will be related parties of the Company; and

7

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares; and

• (f) as announced to ASX on 11 November 2011, the funds raised are to be used to accelerate the planned exploration programmes in Burkina Faso, with a focus on follow-up drilling at the Company’s Tao and Taparko North Projects.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES – PINARELLO PROJECT

3.1 General

On 2 November 2011, the Company announced that it had agreed to acquire six (6) mineral exploration permits in Burkina Faso, together known as the Pinarello Project ( Pinarello Agreement ).

As outlined in the announcement on 2 November 2011, the consideration for the acquisition of the Pinarello Project includes the issue of up to 900,000 Shares. These Shares are to be issued to Consultation Premiere SARL ( Consultation ) (or its nominee) as a fee for introducing the Company to the Pinarello Project.

The 900,000 Shares are to be issued in three tranches as follows:

• (a) 300,000 Shares following the receipt of Shareholder approval;

• (b) 300,000 Shares 12 months after the signing of the Pinarello Agreement; and

• (c) 300,000 Shares 18 months after the signing of the Pinarello Agreement.

Resolution 3 seeks approval to issue the first 300,000 Shares only.

3.2

ASX Listing Rules

A summary of the requirements of ASX Listing Rule 7.1 is outlined in Section 1.2 above.

By approving this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.3 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Resolution 3:

• (a) the maximum number of Shares to be issued is 300,000 Shares;

• (b) the Shares are intended to be issued shortly after the date of the General Meeting with allotment to occur on the same date as the issue. In any event, the Shares will be issued no later than 3 months after the date of this meeting (or a later date to the extent permitted by any ASX waiver or modification to the Listing Rules). It is intended that allotment will occur on the same date as any issue;

• (c) the Shares will be issued as part consideration for the services provided by Consultation in introducing the Company to the acquisition of the Pinarello Project;

• (d) the Shares will be allotted and issued to the Consultation or its nominees. Consultation is not a related party of the Company;

8

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Shares as they will be issued as part consideration for the services provided by Consultation in introducing the Company to the acquisition of the Pinarello Project.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES – TIGOU AND TYEKOBO

4.1 General

On 10 December 2010, the Company announced that it had entered into an agreement with a local vendor in Burkina Faso to acquire two new gold tenements, known as Tigou and Tyekobo. These two gold tenements are contiguous to the Company’s Taparko North Project, and have increased the size of the Taparko North Project by 466km[2] .

The consideration payable for Tigou and Tyekobo is US$50,000 together with 750,000 Shares to be issued over a three year period. Under the terms of the acquisition agreement, the Company has the right to either withdraw or accelerate its payments, at its discretion.

Under the terms of the acquisition agreement, the Company is due to make a further payment by the end of December 2011. Given the Company’s recent exploration success at its Taparko North project, the Directors are considering accelerating the payments due under the acquisition agreement by paying the outstanding US$20,000 and 450,000 Shares to the vendor.

Resolution 4 therefore seeks the approval of Shareholders to enable the Directors to issue all the remaining 450,000 Shares to the vendor and to acquire the 100% interest in the Tigou and Tyekobo tenements.

4.2 ASX Listing Rules

A summary of the requirements of ASX Listing Rule 7.1 is outlined above.

By approving this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.3 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Resolution 3:

• (a) the maximum number of Shares to be issued is 450,000 Shares. The Company will need to issue a minimum of 150,000 Shares to the vendor prior to 31 December 2011, however the Directors may elect to issue all 450,000 Shares for the purpose of completing the payment of all outstanding consideration owing under the terms of the acquisition agreement for the Tigou and Tyekobo tenements;

• (b) the Shares are intended to be issued shortly after the date of the General Meeting with allotment to occur on the same date as the issue. In any event, the Shares will be issued no later than 3 months after the date of this meeting (or a later date to the extent permitted by any ASX waiver or modification to the Listing Rules). It is intended that allotment will occur on the same date as any issue;

• (c) the Shares will be issued as part consideration for the acquisition of the Tigou and Tyekobo tenements in Burkina Faso;

9

• (d) the Shares will be allotted and issued to Coremi Sarl, the vendor of the Tigou and Tyekobo tenements. Coremi Sarl is not a related party of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) no funds will be raised from the issue of the Shares as they will be issued as consideration for the acquisition of the Tigou and the Tyekobo tenements in Burkina Faso.

5. ENQUIRIES

Shareholders are requested to contact Phil MacLeod on (+ 61 8) 9413 7300 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

General Meeting or Meeting means the meeting convened by the Notice.

Annual General Meeting means the annual general meeting held by the Company on 22 November 2011.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Canyon Resources Limited (ACN 140 087 261).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

10

PROXY FORM

APPOINTMENT OF PROXY CANYON RESOURCES LIMITED ACN 140 087 261

GENERAL MEETING

I/We of

==> picture [415 x 19] intentionally omitted <==

==> picture [419 x 19] intentionally omitted <==

being a member of Canyon Resources Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 9.00am (WST), on 20 December 2011at The Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Issue of Placement Shares – Tranche 1 Resolution 2 – Approval to Issue Placement Shares – Tranche 2 Resolution 3 – Approval for Share Issue – Pinarello Project Resolution 4 – Approval for Share Issue – Tigou and Tyekobo

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is % Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

11

CANYON RESOURCES LIMITED ACN 140 087 261

Instructions for Completing ‘Appointment of Proxy’ Form

1.

2.

3.

( Appointing a Proxy ): A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

4.

5.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Canyon Resources Limited, PO Box 270, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number +61 8 9324 1502; or

• (c) email to the Company at pmacleod@gapcs.com.au,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

12