Asset Exchange Agreement

Exhibit 10.11 ASSET EXCHANGE AGREEMENT This ASSET EXCHANGE AGREEMENT (" Agreement" ) is dated and effective this 29th day of December, 2006 by and between NEWMONT CAPITAL LIMITED, a Nevada corporation (" NCL" ), NEWMONT USA LIMITED, a Delaware corporation, doing business in Nevada as NEWMONT MINING CORPORATION (" NMC" ), NEWMONT NORTH AMERICA EXPLORATION LIMITED, a Delaware corporation (" Newmont North America" ), CANYON RESOURCES CORPORATION, a Delaware corporation (" CRC" ), CR BRIGGS CORPORATION, a Colorado corporation (" CR Briggs" ), CR MONTANA CORPORATION, a Colorado corporation (" CR Montana" ), CR NEVADA CORPORATION, a Nevada corporation (" CR Nevada" ), and the SEVEN UP PETE VENTURE d/b/a Seven-Up Pete Joint Venture, a 50-50 joint venture between CRC and CR Montana, also known as: (i) Seven Up Pete Venture, (ii) Seven-Up Pete Joint Venture, and (iii) Seven-Up Pete Mining Venture (the " Venture" ). NCL, NMC and Newmont North America are collectively referred to herein as (" Newmont" ). CRC, CR Briggs, CR Montana, the Venture, and CR Nevada are collectively referred to herein as " Canyon." RECITALS A. NCL holds the right to receive mineral production royalties pursuant to those deeds referenced in Part A of Exhibit 1 hereto (collectively " Briggs Project Royalty Deeds" ). NCL or NMC owns or leases those unpatented mining claims, reserved minerals and fee lands situated in Humboldt County and Elko County, Nevada, which are described in Part B of Exhibit 1 hereto (collectively " Adelaide and Tuscarora Properties" ).B. Canyon owns or controls certain reserved mineral interests, data, drilling core, reverse circulation chips, structures, licenses, leases, water rights and water right applications relating to properties situated in Lewis and Clark County, Montana, as described in Part C of Exhibit 1 hereto (collectively " Lincoln Properties" ).C. Canyon and Newmont desire to complete an exchange of their interests in the Briggs Project Royalty Deeds, the Adelaide and Tuscarora Properties and the Lincoln Properties pursuant to the terms of this Agreement and the agreements and instruments to be entered into at Closing (defined below).THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Newmont and Canyon agree as follows: TERMS 1. Closing Date . On or before December 29, 2006, Newmont and Canyon shall consummate and close the transactions referenced in Section 3 below at Newmont' s offices in Denver, Colorado (" Closing" ).


2. Failure To Close . In the event the parties fail to close the transactions contemplated in Section 3 of this Agreement on or before December 29, 2006, this Agreement shall terminate, and the parties shall have no further rights or obligations pursuant to either this Agreement or that letter of intent dated November 3, 2006 between NCL and CRC, except for the confidentiality provisions in Section F of the letter of intent, which shall survive. 3. Transfer of Interests . At the Closing, the parties shall execute and deliver the following instruments and agreements, and make the following payments: A. Briggs Project Royalty . NCL, CRC and CR Briggs shall execute and deliver to the parties a Net Smelter Returns Royalty Deed in the form of Exhibit 2 hereto. B. Adelaide and Tuscarora Projects . (i) NMC, NCL, CRC and CR Nevada shall execute and deliver to the parties the Adelaide Project and Tuscarora Project Minerals Lease, Sublease and Agreement (" Adelaide and Tuscarora Lease" ), in the form of Exhibit 3 hereto. (ii) NMC, NCL, CRC and CR Nevada shall execute and deliver to the parties for recording in the records of Elko County and Humboldt County, Nevada, a Memorandum of the Adelaide and Tuscarora Lease in the form of Exhibit F to the Adelaide and Tuscarora Lease. (iii) CR Nevada shall pay to NCL five thousand dollars ($5,000.00) in accordance with Section 3 of the Adelaide and Tuscarora Lease. C. Lincoln Project (i) CRC, CR Montana, the Venture and Newmont North America shall execute and deliver to the parties the Lincoln Project Agreement in the form of Exhibit 4 hereto. (ii) CRC, CR Montana, the Venture and Newmont North America shall execute and deliver to the parties (i) a Special Warranty Deed in the form of Exhibit B to the Lincoln Project Agreement, (ii) Assignments and Bills of Sale in the form of Exhibits C and D to the Lincoln Project Agreement, (iii) a Royalty Deed in the form of Exhibit E to the Lincoln Project Agreement, (iv) a Lease Assignment in the form of Exhibit F to the Lincoln Project Agreement, and (v) a Quit Claim Deed in the form of Exhibit G to the Lincoln Project Agreement. 4. Warranties and Representations . Each party represents and warrants to the other parties that it is in good standing und ...