Exhibit 99.1
CANYON RESOURCES CORPORATION
VOTING AGREEMENT
THIS VOTING AGREEMENT (this
“Agreement”) is made and entered into as of
November 16, 2007, by and among Atna Resources Ltd., a British
Columbia corporation (“Parent”), Atna Acquisition Ltd.,
a Delaware corporation (“Merger Sub” and, together with
Parent, “Atna”), and the undersigned stockholder
(“Stockholder”) of Canyon Resources Corporation, a
Delaware corporation (“Canyon” or the
“Company”).
RECITALS
A. Parent, Merger Sub and Canyon
have entered into an Agreement and Plan of Merger (as such
agreement may hereafter be amended from time to time in conformity
with the provisions thereof, the “Merger Agreement”),
which provides for the merger of Merger Sub with and into Canyon,
pursuant to which Canyon will become a wholly owned subsidiary of
Parent (the “Merger”).
B. Stockholder is the beneficial
owner (as such term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of such number of shares of common stock, par value
$0.01 per share, of Canyon (“Canyon Common Stock”) as
set forth on the signature page hereof, and options, warrants or
other rights to acquire such number of shares of Canyon Common
Stock as set forth on the signature page hereof.
C. As an inducement and a
condition to entering into the Merger Agreement, Atna has requested
that Stockholder agree, and Stockholder has agreed (in
Stockholder’s capacity as such), to enter into this Agreement
in order to facilitate the consummation of the Merger.
NOW, THEREFORE, intending to be
legally bound, the parties hereto agree as follows:
1.
Definitions.
(a) For the purposes of this
Agreement, capitalized terms that are used but not defined herein
shall have the respective meanings ascribed thereto in the Merger
Agreement.
(b) “Expiration Date”
shall mean the earlier to occur of (i) such date and time as
the Merger Agreement shall have been validly terminated pursuant to
its terms, or (ii) such date and time as the Merger shall
become effective in accordance with the terms and conditions set
forth in the Merger Agreement.
(c) “Person” shall mean
any individual, any corporation, limited liability company, general
or limited partnership, business trust, unincorporated association
or other business organization or entity, or any governmental
authority.
(d) “Shares” shall mean:
(i) all equity securities of Canyon (including all shares of
Canyon Common Stock and all options, warrants and other rights to
acquire shares of Canyon Common Stock) owned by Stockholder as of
the date of this Agreement, and
(ii) all
additional equity securities of Canyon (including all additional
options, warrants and other rights to acquire shares of Canyon
Common Stock) of which Stockholder acquires beneficial ownership
during the period commencing with the execution and delivery of
this Agreement until the Expiration Date.
(e) A Person shall be deemed to have
effected a “Transfer” of a security if such Person
directly or indirectly (i) offers for sale, sells, assigns,
pledges, encumbers, grants an option with respect to, transfers or
otherwise disposes of such security or any interest therein, or
(ii) enters into an agreement, commitment or other arrangement
providing for the sale of, assignment of, pledge of, encumbrance
of, granting of an option with respect to, transfer of or
disposition of such security or any interest therein; provided,
however, that the granting by Stockholder of a security interest in
Shares to a brokerage firm to secure a cash loan from such
brokerage firm for the purpose of purchasing shares of Canyon
Common Stock upon exercise of options to purchase Canyon Common
Stock (“Canyon Options”) outstanding on the date of
this Agreement shall not be deemed a “Transfer” for
purposes of this Agreement.
2. Restriction on Transfer,
Proxies and Non-Interference; Stop Transfer . Except as
expressly contemplated by this Agreement, at all times during the
period commencing with the execution and delivery of this Agreement
and continuing until the Expiration Date, Stockholder shall not,
directly or indirectly, (i) cause or permit the Transfer of
any of the Shares to be effected, or discuss, negotiate or make any
offer regarding any Transfer of any of the Shares, (ii) grant
any proxies or powers of attorney with respect to any of the
Shares, deposit any of the Shares into a voting trust or enter into
a voting agreement or other similar commitment or arrangement with
respect to any of the Shares in contravention of the obligations of
Stockholder under this Agreement, (iii) request that Canyon
register the Transfer of any certificate or uncertificated interest
representing any of the Shares, or (iv) take any action that
would make any representation or warranty of Stockholder contained
herein untrue or incorrect, or have the effect of preventing or
disabling Stockholder from performing any of Stockholder’s
obligations under this Agreement, other than to a signatory under
this Voting Agreement in the case of (i), (ii) or (iii).
Stockholder hereby agrees that, in order to ensure compliance with
the restrictions referred to herein, Canyon may issue appropriate
“stop transfer” instructions to its transfer agent in
respect of the Shares. Notwithstanding the foregoing or anything to
the contrary set forth in this Agreement, (A) Stockholder may
Transfer any or all of the Shares pursuant to, and in accordance
with, the terms of Stockholder’s 10b5-1 plan or arrangement
with Canyon, if any, as in effect as of the date hereof, and
(B) Stockholder may sell Shares for cash to the extent
necessary to pay taxes incurred as a direct result of the exercise
of Canyon Options after the date hereof.
3. Voting Agreement . At
any meeting of Canyon’s stockholders called with respect to
the following, however called, and at every adjournment or
postponement thereof, Stockholder shall appear at such meeting, in
person or by proxy, or otherwise cause all of the Shares to be
counted as present thereat for purposes of establishing a quorum
thereat, and Stockholder shall vote, or cause to be voted (and on
every action or approval by written consent of stockholders with
respect to the following, act, or cause to be acted, by written
consent) with respect to all of the Shares that Stockholder is
entitled to vote or as to which Stockholder has the right to direct
the voting, as of the relevant record date:
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(a) in favor of the approval and
adoption of the Merger Agreement and approval of the Canyon
Merger;
(b) against the approval of any
proposal that would result in a breach by Canyon of the Merger
Agreement; and
(c) against any proposal made in
opposition to, or in competition with, consummation of the Merger
(or either of them) and the other transactions contemplated by the
Merger Agreement, including any Canyon Acquisition Proposal.
4. Irrevocable Proxy .
Concurrently with the execution of this Agreement, Stockholder
shall deliver to Atna an irrevocable proxy in the form attached
hereto as Exhibit A (the “Proxy”), which
shall be irrevocable to the fullest extent permitted by applicable
law, with respect to the Shares.
5. Non-Solicitation .
Stockholder shall, and shall cause its affiliates and its and its
affiliates’ respective directors, officers, employees,
investment bankers, legal, financial and other advisors or
representatives (collectively, “Stockholder
Representatives”) not to, directly or indirectly,
(i) solicit, initiate, knowingly encourage, or induce the
making, submission or announcement of, an Acquisition Proposal (as
defined in the Merger Agreement), (ii) furnish to any person
(other than Parent, Merger Sub or any designees of Parent or Merger
Sub) any non-public information relating to the Company or any of
its subsidiaries, or afford access to the business, properties,
assets, books or records of the Company or any of its subsidiaries
to any person (other than Parent, Merger Sub or any designees of
Parent or Merger Sub), or take any other action intended to assist
or facilitate any inquiries or the making of any proposal that
constitutes or could lead to an Acquisition Proposal,
(iii) participate or engage in discussions or negotiations
with any person with respect to an Acquisition Proposal,
(iv) approve, endorse or recommend an Acquisition Proposal,
(v) enter into any letter of intent, memorandum of
understanding or other contract contemplating or otherwise relating
to an Acquisition Transaction or (vi) terminate, amend or
waive any rights under any “standstill” or other
similar agreement between the Company or any of its subsidiaries
and any person (other than Parent); provided, however , that
Stockholder may engage in any of the foregoing activities if and
solely to the extent that the Company is permitted to engage in
such activities pursuant to Section 6.9 of the Merger
Agreement. Stockholder shall immediately cease any and all existing
activities, discussions or negotiations with any persons conducted
heretofore with respect to any Acquisition Proposal. Without
limiting the generality of the foregoing, Stockholder acknowledges
and hereby agrees that any violation of the restrictions set forth
in this Section 5 by Stockholder or any Stockholder
Representatives shall be deemed to be a breach of this
Section 5 by Stockholder. Stockholder shall not enter into any
letter of intent or similar document or any agreement contemplating
or otherwise relating to an Acquisition Proposal unless and until
this Agreement is terminated pursuant to its terms.
6. Representations and
Warranties . Stockholder hereby represents and warrants to Atna
as follows:
(a) Ownership of Shares .
Stockholder is the beneficial owner (as such term is defined in
Rule 13d-3 under the Exchange Act, except that such term shall
include Shares
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that may be
acquired more than sixty (60) days from the date hereof) of
all of the Shares. Stockholder has sole voting power and the sole
power of disposition with respect to all of the Shares, with no
limitations, qualifications or restrictions on such rights, subject
to applicable federal securities laws and the terms of this
Agreement.
(b) Power; Binding Agreement .
Stockholder has the legal capacity, power and authority to enter
into and perform all of Stockholder’s obligations under this
Agreement. The execution, deli
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