CANYON RESOURCES LIMITED

ACN 140 087 261

NOTICE OF GENERAL MEETING

TIME : 9:00am (Perth time) DATE : 15 March 2013 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

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Schedule 1 – Terms and Conditions of Options	11
Schedule 2 – Terms and Conditions of Broker Options	13
Proxy Form

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:00am (Perth time) on 15 March 2013 at:

The Celtic Club 48 Ord Street West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the 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 Meeting are those who are registered Shareholders at 4:00pm (Perth time) on 13 March 2013.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and 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.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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 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 are 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 :

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.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE PURUSANT TO PLACEMENT

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 Rules 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 9,726,156 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates 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 OPTIONS PURSUANT TO PLACEMENT

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 Company to allot and issue up to 9,726,156 Options on the terms and conditions set out in the Explanatory Statement.”

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 and any associates 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.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND OPTIONS FOR SHORTFALL OF SHARE PURCHASE PLAN

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 Company to allot and issue up to 7,692,307 Shares and 7,692,307 Options on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS

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 Company to allot and issue 3,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

DATED: 13 FEBRUARY 2013

BY ORDER OF THE BOARD

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PHILLIP MACLEOD COMPANY SECRETARY

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. BACKGROUND

On 1 February 2013, the Company announced that it had resolved to raise up to approximately $2.2 million to fund exploration including exploration programs at its Tao and Pinarello Projects in Burkina Faso, and for working capital, through:

(a) a placement of Shares at $0.13 per Share to raise up to approximately $1.2 million, with one Options for every Share subject to Shareholder approval ( Placement ); and
(b) a share purchase plan allowing Eligible Shareholders to apply for up to $15,000 worth of Shares (at $0.13 per Share) together with one Option for each Share issued to raise up to a further $1 million ( Share Purchase Plan ).

The Resolutions contained in this Notice of Meeting all relate to the capital raising as follows:

Resolution 1 - seeks the ratification of the issue of the Shares issued under the Placement, issued under the Company’s placement capacities under Listing Rules 7.1 and 7.1A.
Resolution 2 – seeks approval for the issue of Options to all placees under the Placement in accordance with agreed terms and conditions of the Placement set out in the announcement on 1 February 2013.
Resolution 3 – seeks approval from Shareholders for the Company to issue new Shares and Options for the purpose of marking up any shortfall under the Share Purchase Plan not subscribed for by existing Eligible Shareholders so that the Company raises up to $1 million dollars under the Share Purchase Plan.
Resolution 4 – seeks approval from Shareholders for the Company to issue 3,000,000 Broker Options to selected brokers (or their nominees) as part consideration for their ongoing role in capital raising advice and support for the Company including their role in assisting the Company with the completion of the Placement.

Details on each of the Resolutions are contained below.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE PURUSANT TO PLACEMENT

2.1 General

As outlined in Section 1 above, Resolution 1 seeks the ratification of the proposed issue of 9,726,156 Shares to be issued pursuant to the Placement at an issue price of $0.13 per Share to raise $1,264,400 issued under the Company’s placement capacities under Listing Rules 7.1 and 7.1A. The Shares under the Placement are proposed to be issued after the date of this Notice of Meeting but before the date of the General Meeting.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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 7.1A further provides that a company may seek approval at its annual general meeting to issue up to a further 10% of the number of fully paid ordinary securities on issue at the commencement of the 12 month period commencing on the annual general meeting date. The Company received approval under Listing Rule 7.1A at its annual general meeting in November 2012.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rules 7.1 and7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rules 7.1 or 7.1A (and provided that the previous issue did not breach ASX Listing Rules 7.1 or 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rules 7.1 or 7.1A (as appropriate).

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 or a further 10% under Listing Rule 7.1A until the Company’s next annual general meeting without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) as at the date of the Notice of Meeting, no Shares have been issued, however, it is intended that prior to the date of the General Meeting the Company will have issued up to 8,610,124 Shares pursuant to the Placement under Listing Rule 7.1 and up to 1,116,032 Shares under Listing Rule 7.1A;
(b) the Shares will be issued at a price of $0.13 per Share;
(c) the Shares will all be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares will be issued to clients of Hartleys Limited predominately, and to other sophisticated and professional investors under Section 708 of the Corporations Act. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue will be used to fund exploration, including exploration programmes on the Company’s Tao and Pinarello Projects in Burkina Faso, and for working capital.

3. RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS PURSUANT TO PLACEMENT

3.1 General

Resolution 2 seeks Shareholder approval for the allotment and issue of up to 9,726,156 Options to the placees under the Placement. As set out in the announcement on 1 February 2013, it is a term of the Placement that the Company seek Shareholder approval to issue Options to the placees on the basis of one (1) Option for each Share issued.

A summary of Listing Rule 7.1 is contained in Section 2.1 above.

The effect of Resolution 2 will be to allow the Company to issue the Options pursuant to 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.

3.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Options to be issued is 9,726,156;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for no cash, as they are being issued to places for subscribing for Shares under the Placement;
(d) the Options will be allotted and issued to the placees to the Placement on the basis of one Option for every one Share issued to a placee;
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be raised from the issue of these Options as they are being issued as part of the Placement pursuant to which the Company is raising approximately $1.2 million.

4. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND OPTIONS PURSUANT TO ANY SHORTFALL FOR THE SHARE PURCHASE PLAN

4.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of up to 7,692,307 Shares at an issue price of $0.13 per Share, together with 7,692,307 Option for the purpose of making up any shortfall under the Share Purchase Plan.

The Company will be undertaking the Share Purchase Plan to raise up to $1 million. If Eligible Shareholders do not submit applications for all Shares and Options under the Share Purchase Plan to raise the full $1 million, the Directors wish to retain the ability to place the shortfall to ensure the full $1 million is raised.

Although Resolution 3 seeks approval to issue the full number of Shares and Options under the Share Purchase Plan, the Directors consider it would be unlikely that no Eligible Shareholders will apply for an allotment under the Share Purchase Plan. If Eligible Shareholders apply for all Shares and Options under the Share Purchase Plan no Shares or Options will be issued under this Resolution 3.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 3 will be to allow the Company to issue the Shares and Options pursuant to 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.

4.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Shares to be issued is 7,692,307 and the maximum number of Options to be issued is 7,692,307;
(b) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0.13 per Share and nil per Option as the Options will be issued free attaching with the Shares on a 1 for 1 basis;
(d) the Directors will determine to whom the Shares and Options will be issued but these persons will not be related parties 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;
(f) the Options will be issued on the terms and conditions set out in Schedule 1; and
(g) the Company intends to use any funds raised from Resolution 3 to fund exploration, including exploration programmes at its Tao and Pinarello Projects in Burkina Faso, and for working capital.

5. RESOLUTION 4 – APPROVAL TO ISSUE BROKER OPTIONS

5.1 General

Resolution 4 seeks Shareholder approval for the allotment and issue of 3,000,000 Options ( Broker Options ) to Zenix Nominees Pty Ltd (or its nominees) as part consideration for ongoing capital raising advice and support including their role in assisting the Company with the completion of the Placement.

A summary of Listing Rule 7.1 is contained in Section 2.1 above.

The effect of Resolution 4 will be to allow the Company to issue the Broker Options 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.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) the maximum number of Options to be issued is 3,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for no cash, as they are being issued as part consideration for the assistance of selected brokers for ongoing capital raising advice and support;
(d) the Options will be allotted and issued to Zenix Nominees Pty Ltd, or its nominees;
(e) the Options will be issued on the terms and conditions set out in Schedule 2; and
(f) no funds will be raised from the issue of these Options.

GLOSSARY

$ means Australian dollars.

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.

Broker Options has the meaning given to that term in Section 5.1.

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.

Chair means the chair of the Meeting.

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Shareholders means a Shareholder with an address in Australia or New Zealand as at the record date of the Share Purchase Plan, being 31 January 2013.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, 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.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS (RESOLUTIONS 2 AND 3 )

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.16 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 29 February 2016 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

(iv) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of the Options

The Company will seek to have the Options listed on the ASX.

(j) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(k) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(m) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 2 – TERMS AND CONDITIONS OF BROKER OPTIONS ( RESOLUTION 4 )

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (k), the amount payable upon exercise of each Option will be $0.16 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5.00pm (WST) on 29 February 2016 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

(iv) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) No Quotation of the Options

The Company will not apply for quotation of the Options on ASX.

(j) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(k) Reconstruction of capital

(l) Participation in new issues

(m) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n) Transferability

The Options are only transferable with the consent of the Board of the Company.

PROXY FORM

APPOINTMENT OF PROXY CANYON RESOURCES LIMITED ACN 140 087 261

GENERAL MEETING

I/We of

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being a Shareholder entitled to attend and vote at the Meeting, hereby

Appoint

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Name of proxy OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, 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 Meeting to be held at 9:00am (Perth time), on 15 March 2013 at The Celtic Club, 48 Ord Street, West Perth, Western Australia, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1 – Ratification of Prior Issue Shares Pursuant to Placement
Resolution 2 – Approval of Issue of Options Pursuant to Placement
Resolution 3 – Approval to Issue Shares and Options Pursuant to Underwriting
Resolution 4 – Approval of Issue of Broker Options

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 be counted in computing the required majority on a poll.

a poll.
If two proxies are being appointed, the	proportion of voting rights this proxy represents is	%
Signature of Shareholder(s):	Date: ______
Individual or Shareholder 1	Shareholder 2 Shareholder 3

Sole Director/Company	Director Director/Company Secretary
Secretary
Contact Name: _____ Contact Ph (daytime): _____

Instructions for Completin g ‘Appointment of Proxy’ Form

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders 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 Proxy 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. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the 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 [email protected],

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.

AI assistant

CANYON RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

64608_rns_2013-02-12_222bbbd1-8f5b-47c8-a985-d19a8997ddbc.pdf