SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PASSPORT MANAGEMENT LLC

(Last)

(First)

(Middle)

402 JACKSON STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2004

3. Issuer Name and Ticker or Trading Symbol
CANYON RESOURCES CORP [ cau ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,653,000⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	2,653,000⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	2,653,000⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Consists of 840,000 restricted common shares, 973,000 unrestricted common shares and 840,000 warrants, which are exercisable for common shares.

2. The shares reported in this response are beneficially owned by Passport Master Fund LP (1,853,865 shares) and Passport Master Fund II, LP (799,136 shares) , each an international limited partnership formed under the laws of the British Virgin Islands (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC ("Passport") , a Delaware limited liability company and the Partnerships' investment adviser (2,653,000 shares), Passport Holdings, LLC, a Delaware limited liability company and the Partnerships' general partner (2,653,000 shares), Passport Capital, LLC, a Delaware limited liability company and the managing member of Passport and Passport Holdings, LLC (2,653,000 shares), Ralph K. McCluskey II, a natural person and control person and managing partner of Passport (2,653,000 shares), and John H. Burbank III, a natural person and a control person and managing partner of Passport (2,653,000 shares).

3. The 1,853,865 shares reported for Passport Master Fund LP (see footnote 2 above) consist of 646,800 restricted common shares, 560,265 unrestricted common shares and 646,800 warrants, which are exercisable for 646,800 common shares. The 799,136 shares reported for Passport Master Fund II, LP (see footnote 2 above) consist of 193,200 restricted common shares, 412,735 unrestricted common shares and 193,200 warrants, which are exercisable for 193,200 common shares.

4. Pursuant to the operating agreement of Passport, Mssers. McCluskey and Burbank, in their separate capacities as managing partners of Passport Capital, LLC, are authorized, among other things, to indirectly and jointly direct the activities of Passport and, thereby, to exercise voting and dispositive power over the common shares reported herein.

5. This joint filing on Form 3 shall not be deemed an admission that any of the reporting persons are, 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. All such persons disclaim beneficial ownership of the shares being reported hereby except to the extent that he or it has an indirect pecuniary interest therein.

	PASSPORT MANAGEMENT, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank III, its managing member	07/29/2004
	PASSPORT CAPITAL, LLC, By: John H. Burbank III, its managing member	07/29/2004
	PASSPORT HOLDINGS, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank III, its managing partner	07/29/2004
	PASSPORT MASTER FUND LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank III, its managing partner	07/29/2004
	PASSPORT MASTER FUND II, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner	07/29/2004
	JOHN H. BURBANK III	07/29/2004
	RALPH K. MCCLUSKEY II	07/29/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.