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






LOAN AGREEMENT

THIS AGREEMENT is dated for reference as of the 19th day
of January, 2011.

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 $75,000 (CDN) 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 January 19, 2011;

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

	 	 	 
	 	(d) 	
      "Loan" means the loan of $75,000 (CDN) to be made by the
      Lender to the Borrower in accordance with this Agreement;

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

	 	 	 
	 	(f) 	
      "Principal Sum" means the sum of $75,000
  (CDN).



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 $75,000 (CDN). The Loan shall be made in United States currency and shall
be repaid by the Borrower on or before July 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
      McNeill 	 	/s/
      Anthony Harvey 
	Signature 	 	ANTHONY HARVEY 
	 	 	 
	Arlin McNeill 	 	  
	Name 	 	 
		 	  
	 	 	 
	Address 	 	  


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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: 	$75,000 (CDN) 
	 	 
	DATE OF EXECUTION: 	January 19, 2011 
	 	 
	PLACE OF EXECUTION: 	Vancouver, British Columbia



FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on July 1, 2012, the principal sum of $75,000
(CDN), 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 19th
day of January, 2011 

CANYON COPPER CORP.
by its authorized
signatory:
  


__________________________

KURT BORDIAN

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