Canyon Copper Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






LOAN AGREEMENT 

THIS AGREEMENT is dated for reference as of the 7th day
of October, 2010. 

	BETWEEN: 	
	 	CANYON COPPER
      CORP., of 
	 	1199 West Pender Street, Suite
      408 
	 	Vancouver, BC, Canada V6E 2R1
  
	 	  
	 	(the "Borrower") 
	 	OF THE FIRST PART 
	AND:	 
	 	ANTHONY HARVEY, of
    
	 	3024 Procter Avenue 
	 	West Vancouver, BC, Canada V7V
      1G1 
	 	  
	 	(the "Lender") 
	 	OF THE SECOND PART 
	 	  
	 	WHEREAS:



A.               
The Borrower has requested that the Lender lend $50,000 (USD) to the Borrower;
and 

B.              
 The Lender has agreed to lend such sum to the Borrower subject to the
terms and upon the conditions hereinafter set forth. 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the sum of $10.00 paid by each party to the other (the receipt
of which is hereby acknowledged), and other good and valuable consideration, the
parties hereto mutually covenant and agree as follows: 

1.              
 INTERPRETATION 

1.1              Definitions.
Where used herein or in any amendment hereto each of the following words and
phrases shall have the meanings set forth as follows: 

	 	(a) 	
      "Agreement" means this Loan Agreement including the
      Schedules hereto together with any amendments hereof;

	 	 	 
	 	(b) 	
      "Closing Date" means October 7, 2010;

	 	 	 
	 	(c) 	
      "Event of Default" means any event set forth in paragraph
      6.1;

	 	 	 
	 	(d) 	
      "Loan" means the loan of $50,000 (USD) to be made by the
      Lender to the Borrower in accordance with this Agreement;

	 	 	 
	 	(e) 	
      “Maturity” means April 1, 2012; and

	 	 	 
	 	(f) 	
      "Principal Sum" means the sum of $50,000
  (USD).



1.2             
Number and Gender. Wherever the singular or the masculine are used herein
the same shall be deemed to include the plural or the feminine or the body
politic or corporate where the context or the parties so require. 

1.3             
Headings. The headings to the articles, paragraphs, subparagraphs or
clauses of this Agreement are inserted for convenience only and shall not affect
the construction hereof. 




1.4             
References. Unless otherwise stated a reference herein to a numbered or
lettered article, paragraph, subparagraph or clause refers to the article,
paragraph, subparagraph or clause bearing that number or letter in this
Agreement. A reference to this Agreement or herein means this Loan Agreement,
including the Schedule hereto, together with any amendments thereof. 

2.              
 TERMS OF LOAN 

2.1             
Loan and Repayment. The Lender hereby agrees to lend to the Borrower the
Principal Sum of $50,000 (USD). The Loan shall be made in United States currency
and shall be repaid by the Borrower on or before April 1, 2012. 

2.2             
Interest. The Borrower shall pay on the amount of the Principal Sum,
interest at a rate of 15% per annum, payable annually, on Maturity. The Borrower
shall pay interest at the aforesaid rate on all overdue interest. 

2.3             
Advances. The Principal Sum shall be advanced by the lender on execution
of this Agreement, in the form of certified cheque, bank draft or wire transfer.


2.4             
Pre-Payment. The Borrower may pre-pay all or any portion of the loan at
any time. 

3.               
PROMISSORY NOTE, EXTENSIONS & WAIVER 

3.1             
Loan. To evidence the Loan, the Borrower agrees to enter into a
promissory note in the form attached hereto as Schedule “A”. 

3.2             
Extensions. The Lender may grant extensions as the Lender may see fit
without prejudice to the liability of the Borrower or to the Lender's rights
under this Agreement or under the Promissory Note. 

3.3              Waiver.
The Lender may waive any breach by the Borrower of this Agreement or of any
default by the Borrower in the observance or performance of any covenant or
condition required to be observed or performed by the Borrower hereunder or
under the Promissory Note. No failure or delay on the part of the Lender to
exercise any right, power or remedy given herein or by statute or at law or in
equity or otherwise shall operate as a waiver thereof, nor shall any single or
partial exercise of any right preclude any other exercise thereof or the
exercise of any other right, power or remedy, nor shall any waiver by the Lender
be deemed to be a waiver of any subsequent similar or other event. 

4.              
 REPRESENTATIONS AND WARRANTIES 

4.1             
Representations of the Borrower. The Borrower represents and warrants to
the Lender, and acknowledges that the Lender is relying upon such
representations and warranties in entering into this Agreement, as follows: 

	 	(a) 	
      the Borrower has the capacity to enter into this
      Agreement, and the execution of this Agreement and the completion of the
      transactions contemplated hereby shall not be in violation any agreement
      to which the Borrower is a party; and

	 	 	 
	 	(b) 	
      the Promissory Note has been duly executed by the
      Borrower and is enforceable against the Borrower in accordance with its
      terms.



5.               
CLOSING ARRANGEMENTS 

5.1             
Conditions Precedent. The Lender's obligation to advance the Principal
Sum to the Borrower shall be subject to the satisfaction of the following
conditions: 

	 	(a) 	
      the representations and warranties of the Borrower shall
      be true as of the date hereof and as of the Closing Date;
  and



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	 	(b) 	
      the Borrower shall have complied with all of its
      obligations hereunder; and



The foregoing conditions precedent are inserted for the benefit
of the Lender and may be waived in whole or in part by the Lender at any time
prior to closing by delivering to the Borrower written notice to that effect.


5.2             
Time of Closing. The closing of the Loan shall take place on execution of
this Loan Agreement. 

5.3              Deliveries
by the Lender. On the Closing Date, the Lender shall deliver or cause to be
delivered to the Borrower a certified cheque, bank draft or solicitors' trust
cheque for the Principal Sum. 

6.               
EVENTS OF DEFAULT AND REMEDIES 

6.1             
Events of Default. Any one or more of the following events, whether or
not any such event shall be voluntary or involuntary or be effected by operation
of law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body, shall constitute an Event of Default: 

	 	(a) 	
      if the Borrower defaults in the payment of any monies due
      hereunder as and when the same is due;

	 	 	 
	 	(b) 	
      if the Borrower defaults in the observance or performance
      of any other provision hereof;

	 	 	 
	 	(c) 	
      if the Borrower commits an act of bankruptcy or makes a
      general assignment for the benefit of its creditors or otherwise
      acknowledges its insolvency; or

	 	 	 
	 	(d) 	
      if the Borrower makes default in the due payment,
      performance or observance, in whole or in part, of any debt, liability or
      obligation of the Borrower to the Lender, whether secured hereby or
      otherwise.



6.2 Remedies Upon Default. Upon the occurrence of any
Event of Default and at any time thereafter, provided that the Borrower has not
by then remedied such Event of Default, the Lender may, in its discretion, by
notice to the Borrower, declare this Agreement to be in default. At any time
thereafter, while the Borrower shall not have remedied such Event of Default,
the Lender, in its discretion, may: 

	 	(a) 	
      declare the Loan and other monies owing by the Borrower
      to the Lender to be immediately due and payable; and

	 	 	 
	 	(b) 	
      demand payment from the Borrower and exercise all
      remedies available to the Lender.



7.              
 MISCELLANEOUS 

7.1             
Notices. Any notice required or permitted to be given under this
Agreement or the Promissory Note shall be in writing and may be given by
delivering same or mailing same by registered mail or sending same by telegram,
telex, telecopier or other similar form of communication to the following
addresses: 

	 	The Borrower: 	1199 West Pender Street, Suite
      408 
	 	  	Vancouver, BC V6E 2R1 
	 	  	 
	 	The Lender: 	3024 Procter Avenue 
	 	  	West Vancouver, BC, Canada V7V
      1G1 


Any notice so given shall: 

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	 	(a) 	
      if delivered, be deemed to have been given at the time of
      delivery;

	 	 	 
	 	(b) 	
      if mailed by registered mail, be deemed to have been
      given on the fourth business day after and excluding the day on which it
      was so mailed, but should there be, at the time of mailing or between the
      time of mailing and the deemed receipt of the notice, a mail strike,
      slowdown or other labour dispute which might affect the delivery of such
      notice by the mails, then such notice shall be only effective if actually
      delivered; and

	 	 	 
	 	(c) 	
      if sent by telegraph, telex, telecopier or other similar
      form of communication, be deemed to have been given or made on the first
      business day following the day on which it was
sent.



Any party may give written notice of a change of address in the
aforesaid manner, in which event such notice shall thereafter be given to such
party as above provided at such changed address. 

7.2              Amendments.
Neither this Agreement nor any provision hereof may be amended, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the amendment, waiver, discharge or
termination is sought. 

7.3             
Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
undertakings, whether oral or written, pertaining to the subject matter hereof.


7.4             
Action on Business Day. If the date upon which any act or payment
hereunder is required to be done or made falls on a day which is not a business
day, then such act or payment shall be performed or made on the first business
day next following. 

7.5             
No Merger of Judgment. The taking of a judgment on any covenant contained
herein or on any covenant set forth in any other security for payment of any
indebtedness hereunder or performance of the obligations hereby secured shall
not operate as a merger of any such covenant or affect the Lender's right to
interest at the rate and times provided in this Agreement on any money owing to
the Lender under any covenant herein or therein set forth and such judgment
shall provide that interest thereon shall be calculated at the same rate and in
the same manner as herein provided until such judgment is fully paid and
satisfied. 

7.6             
Severability. If any one or more of the provisions of this Agreement
should be invalid, illegal or unenforceable in any respect in any jurisdiction,
the validity, legality or enforceability of such provision shall not in any way
be affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. 

7.7             
Successors and Assigns. This Agreement shall enure to the benefit of and
be binding upon all parties hereto and their respective heirs, personal
representatives, successors and assigns, as the case may be. 

7.8             
Governing Law. This Agreement shall be governed by and be construed in
accordance with the laws of the State of Nevada and the parties hereto agree to
submit to the jurisdiction of the courts of Nevada with respect to any legal
proceedings arising herefrom. 

7.9             
Independent Legal Advice. This Agreement has been prepared by O’Neill Law
Group PLLC acting solely on behalf of the Borrower and the Lender acknowledges
that it has been advised to obtain independent legal advice. 

7.10           
Time. Time is of the essence of this Agreement. 

7.11           
Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and do not define, limit, enlarge or alter the meanings of
any paragraph or clause herein. 

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7.12           
Counterparts. This agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement. 

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first written
above. 

	THE BORROWER: 	 	  
	 	 	 
	CANYON COPPER CORP. 	 	  
	by its authorized signatory: 	 	  
	 	 	 
	/s/ Kurt
      Bordian 	 	  
	KURT BORDIAN 	 	  
	 	 	 
	 	 	 
	THE LENDER: 	 	  
	 	 	 
	SIGNED, SEALED AND DELIVERED 	 	  
	BY ANTHONY HARVEY 	 	  
	in the presence of: 	 	  
	 	 	 
	/s/ Arlin
      McNeil 	 	/s/ Anthony Harvey 
	Signature 	 	ANTHONY HARVEY 
	 	 	 
	Arlin McNeil	 	  
	Name 	 	  
	 	 	 
	8738 143 A St. 	 	  
	Address 	 	  
	 	 	 
	Surrey, BC V3W
    3Y2	 	  


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SCHEDULE “A” 

FORM OF PROMISSORY NOTE

	EXECUTED BY: 	CANYON COPPER CORP. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	ANTHONY R. HARVEY 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$50,000 (USD) 
	 	 
	DATE OF EXECUTION: 	October 7, 2010 
	 	 
	PLACE OF EXECUTION: 	Vancouver, British Columbia
  


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on April 1, 2012, the principal sum of $50,000
(USD), together with interest thereon at the rate of 15% per annum, calculated
and compounded annually, both before and after maturity from the date hereof.


The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note. 

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him. 

DATED at Vancouver, British Columbia this 7th
day of October, 2010. 

CANYON COPPER CORP. 
by its authorized signatory:


 

________________________________ 
KURT BORDIAN 

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