Canyon Resources Corporation - Clause 1(10)(b)

Headnote

Order pursuant to subsection 1(10)(b) of the Securities Act (Ontario) - Application by a reporting issuer for an order that it is not a reporting issuer in Ontario - Issuer in default of certain continuous disclosure requirements - Applicant has no publicly held securities - Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

CANYON RESOURCES CORPORATION

ORDER

(Clause 1(10)(b))

UPON the application (the Application) of Canyon Resources Corporation (the Applicant) for an order pursuant to clause 1(10)(b) of the Act that the Applicant is not a reporting issuer for the purposes of Ontario securities law (the Requested Relief);

AND UPON considering the Application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Applicant representing to the Commission that:

1. The Applicant is a Colorado-based metals exploration company organized under the laws of the State of Delaware in 1979. The Applicant's head office is at 14142 Denver West Parkway, Suite 250, Golden, Colorado 80401.

2. The Applicant is a reporting issuer in Ontario. The only other jurisdiction where the Applicant was a reporting issuer was British Columbia. The Applicant has provided the notice contemplated by British Columbia Instrument 11-502, Voluntary Surrender of Reporting Issuer Status to the British Columbia Securities Commission. Pursuant to such Instrument, the Applicant ceased to be a reporting issuer in British Columbia on May 20, 2008.

3. The Applicant is a "registrant" under, and is subject to, the requirements of the United States Securities and Exchange Act of 1934 (the Exchange Act). Pursuant to the Act, the Applicant has filed such documentation as required under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102).

4. On November 16, 2007, Atna Resources Ltd. (Atna), Arizona Acquisition Ltd., a wholly-owned U.S. subsidiary of Atna (SubCo) and the Applicant entered into an agreement and plan of merger (the Merger Agreement). Pursuant to the terms of the Merger Agreement, Atna and the Applicant completed a business combination effected by way of a merger between the Applicant and SubCo (the Merger) under the General Corporation Law of the State of Delaware.

5. Atna was incorporated in British Columbia on May 30, 1984 under the Company Act (British Columbia) and transitioned under the Business Corporations Act (British Columbia) on April 14, 2005.

6. Atna is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Nova Scotia. Atna is a foreign private issuer as defined under Rule 3b-4 of the Exchange Act. Atna is subject to reporting requirements under the Exchange Act applicable to foreign private issuers. Atna is required to file its annual report on Form 20F with the United States Securities and Exchange Commission (the SEC) and must furnish reports on Form 6-K to the SEC regarding certain information requested to be publicly disclosed in Canada or filed with the Toronto Stock Exchange, or regarding information to be distributed to its shareholders. Atna is listed and trades on the Toronto Stock Exchange and also trades in the United States on the Over-The-Counter market.

7. On March 13, 2008, a majority of the shareholders of the Applicant approved the Merger at a special meeting of shareholders held to consider the Merger.

8. The Merger was consummated on March 18, 2008, at which time, Atna became the sole shareholder of all of the issued and outstanding shares of the Applicant's common stock, and assumed all of the Applicant's outstanding warrants and convertible debentures. As a result, the Applicant became a wholly-owned U.S. subsidiary of Atna.

9. As a result of the Merger, Atna's issued and outstanding common shares increased by approximately 17.1 million and its share capital (representing the total value of the transaction) increased by approximately USD $29.5 million.

10. Following the consummation of the Merger, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 securityholders in Ontario and less than 51 securityholders in total in Canada.

11. The Applicant has no current intention to seek public financing by way of an offering of securities.

12. The Applicant is not in default of any of its obligations as a reporting issuer under the Act except for its obligation to file the annual financial statements for the year ended December 31, 2007 and its Management Discussion and Analysis in respect of such financial statements as required under National Instrument 51-102 - Continuous Disclosure Obligations and the related certification for such financial statements as required under National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Disclosure Documents). Effective as of March 18, 2008, the Merger had been consummated with the result that Atna became the sole shareholder of the Applicant and the Applicant became a wholly-owned U.S. subsidiary of Atna. Consequently, the Applicant has not filed the Disclosure Documents which were required to be filed by March 30, 2008.

13. The Applicant is not currently listed on the Toronto Stock Exchange or any other stock exchange and is not trading Over-The-Counter. Effective at the close of business on March 18, 2008, the Applicant's common stock ceased trading and was de-listed from the American Stock Exchange (AMEX). As such, none of the Applicant's securities are listed or traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

14. On March 19, 2008, the Applicant filed with the SEC (i) a Form 15 certification which provides for the termination of registration of its securities under Section 12(g) of the Exchange Act and the suspension of duty to file certain annual, periodic and other reports pursuant to Sections 13 and 15(d) of the Exchange Act; and (ii) a Form 25 certification which provides for the removal of its securities from listing on AMEX and registration under Section 12(b) of the Exchange Act. As a result of such certifications, the Applicant ceased to be a "registrant" under the Exchange Act effective as of June 18, 2008.

15. The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(10)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is not a reporting issuer.

DATED at Toronto, Ontario on this 8th day of July, 2008.