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CANYON RESOURCES CORPORATION VOTING AGREEMENT

Voting Agreement

CANYON RESOURCES CORPORATION 
VOTING AGREEMENT | Document Parties: CANYON RESOURCES CORP | Atna Acquisition Ltd | Atna Resources Ltd | Canyon Resources Corporation | Denver, CO | Golden, CO You are currently viewing:
This Voting Agreement involves

CANYON RESOURCES CORP | Atna Acquisition Ltd | Atna Resources Ltd | Canyon Resources Corporation | Denver, CO | Golden, CO

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Title: CANYON RESOURCES CORPORATION VOTING AGREEMENT
Governing Law: Delaware     Date: 11/19/2007
Industry: Gold and Silver     Law Firm: Hogan Hartson     Sector: Basic Materials

CANYON RESOURCES CORPORATION 
VOTING AGREEMENT, Parties: canyon resources corp , atna acquisition ltd , atna resources ltd , canyon resources corporation , denver  co , golden  co
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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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