SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PASSPORT MANAGEMENT LLC

(Last)

(First)

(Middle)

402 JACKSON STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CANYON RESOURCES CORP [ CAU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2004		S		33,053⁽⁵⁾	D	$4.22	3,340,762	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	07/21/2004		S		12,047⁽⁶⁾	D	$4.22	3,328,715	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	07/22/2004		S		19,504⁽⁵⁾	D	$4.31	3,309,211	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	07/22/2004		S		15,196⁽⁶⁾	D	$4.31	3,294,015	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As of the earliest reported transaction on this Form 4, the shares reported in this response are beneficially owned by Passport Master Fund LP (2,093,521 shares), a British Virgin Islands international limited partnership, and Passport Master Fund II, LP (1,247,241 shares), a British Virgin Islands international limited partnership (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC ("Passport") (3,340,762 shares), a Delaware limited liability company and both Partnerships' investment adviser, Passport Capital, LLC (3,340,762 shares), a Delaware limited liability company and Passport's managing member, Passport Holdings, LLC (3,340,762 shares), a Delaware limited liability company and both Partnerships' general partner, and John H. Burbank III (3,340,762 shares), a natural person.

2. The 2,093,521 shares reported for Passport Master Fund LP in footnote 1 consist of 646,800 restricted common shares, 799,921 unrestricted common shares and 646,800 warrants which are exercisable for 646,800 common shares. The 1,247,241 shares reported for Passport Master Fund II, LP in footnote 1 consist of 193,200 restricted common shares, 860,841 unrestricted common shares and 193,200 warrants which are exercisable for 193,200 common shares.

3. Pursuant to the operating agreement of Passport, Mr. Burbank, in his capacity as the managing member of Passport Capital, LLC, is authorized, among other things, to indirectly direct the activities of Passport and, thereby, to exercise voting and dispositive power over the common shares reported herein. This joint filing on Form 4 shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. Burbank disclaims beneficial ownership of the shares being reported in this response except to the extent that he has a direct pecuniary interest therein.

4. The positions set forth in footnotes 1-2 herein, should be adjusted for the additional transactions covered by this joint filing on Form 4.

5. Transaction executed for the beneficial ownership of Passport Master Fund LP.

6. Transaction executed for the beneficial ownership of Passport Master Fund II, LP.

	PASSPORT MANAGEMENT, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank III, its managing member	07/23/2004
	PASSPORT CAPITAL, LLC, By: John H. Burbank III, its managing member	07/23/2004
	PASSPORT HOLDINGS, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank III, its managing member	07/23/2004
	PASSPORT MASTER FUND LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank III, its managing member	07/23/2004
	PASSPORT MASTER FUND II, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing member	07/23/2004
	JOHN H. BURBANK III	07/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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