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






STOCK REPURCHASE AGREEMENT

THIS AGREEMENT is dated for reference as of the 20th day
of October, 2011.

BETWEEN:

CANYON COPPER CORP., a
corporation duly formed under the laws of Nevada with its principal office at
Suite 408 – 1199 West Pender Street, Vancouver, BC V6E 2R1

(the "Corporation")

OF THE FIRST PART

AND:

LANGLEY PARK INVESTMENT TRUST
PLC (IN MEMBERS VOLUNTARY LIQUIDATION), with an
address at 30 Finsbury Square, London EC2P 2YU.

(“Langley Park")

OF THE SECOND PART

WHEREAS:

A. The Corporation and Langley Park entered into a convertible
preferred stock purchase agreement dated July 29, 2004 (the “Preferred Stock
Purchase Agreement”) whereby Langley Park acquired 500,000 Series A 0%
Convertible Preferred Stock (the “Preferred Stock”) of the Corporation in
accordance with the terms and conditions of the Preferred Stock Purchase
Agreement;

B. On June 20, 2007, the members of Langley Park resolved to
place Langley Park into members' voluntary liquidation and appoint Gareth Morris
as liquidator;

C. On September 17, 2010, Sean Croston (the "Liquidator")
replaced Gareth Morris as liquidator of Langley Park;

D. Langley Park, acting by the Liquidator, has agreed to sell
to the Corporation, and the Corporation has agreed to purchase from Langley
Park, the Preferred Stock on the terms and conditions set forth herein; and

E. In order to record the terms and conditions of the agreement
among them the parties wish to enter into this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the foregoing and of the sum of $1.00 paid by the Corporation
to Langley Park, the receipt of which is hereby acknowledged, the parties hereto
agree each with the other as follows:

1. STOCK REPURCHASE

1.1 The Liquidator, for Langley Park, hereby covenants and
agrees to sell, assign and transfer to the Corporation, and the Corporation
covenants and agrees to purchase from Langley Park, the Preferred Stock owned by
Langley Park.




1.2 In consideration of the sale of the Preferred Stock by
Langley Park to the Corporation, the Corporation shall pay Langley Park an
aggregate USD $15,000 (the “Purchase Price”).

2. COVENANTS, REPRESENTATIONS AND WARRANTIES OF
LANGLEY PARK AND LIQUIDATOR

Langley Park and the Liquidator covenants with and represents
and warrants to the Corporation as follows, and acknowledges that the
Corporation is relying upon such covenants, representations and warranties in
connection with the purchase by the Corporation of the Preferred Stock:

2.1 The Liquidator is the duly appointed liquidator of Langley
Park in accordance with the Insolvency Act 1986 (England and Wales), and
the Liquidator has the power to act for Langley Park to sell and dispose of the
Preferred Stock and is duly authorized to enter into this Agreement.

2.2 To the best of the Liquidator's knowledge, the Preferred
Stock owned by Langley Park is owned by it as the beneficial and recorded owner
with good and marketable title thereto, free and clear of all mortgages, liens,
charges, security interests, adverse claims, pledges, encumbrances and demands
whatsoever.

3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF
THE CORPORATION

     The Corporation covenants with
and represent and warrant to the Liquidator as follows and acknowledge that the
Liquidator is relying upon such covenants, representations and warranties in
entering into this Agreement:

3.1 The Corporation has been duly incorporated and organized,
is a validly existing company and is in good standing under the laws of Nevada;
it has the corporate power to own or lease its properties and to carry on its
business as now being conducted by it; and it is duly qualified as a corporation
to do business and is in good standing with respect thereto in each jurisdiction
in which the nature of its business or the property owned or leased by it makes
such qualification necessary.

3.2 This Agreement has been duly authorized, validly executed
and delivered by the Corporation.

4. CLOSING ARRANGEMENTS

4.1 Closing of the purchase and sale of the Preferred Stock
shall take place at such time and place as the parties may mutually agree (the
“Closing”).

4.2 On Closing:

	 	(a) 	
      the Liquidator shall deliver to the Corporation the share
      certificate representing the Preferred Stock; and

	 	 	 
	 	(b) 	
      the Corporation shall deliver the Purchase Price to the
      Liquidator, payable by wire transfer of immediately available funds to an
      account that the Liquidator shall designate to the
  Corporation.



5. GENERAL PROVISIONS

5.1 Time shall be of the essence of this Agreement.




5.2 This Agreement contains the whole agreement between the
parties hereto in respect of the purchase and sale of the Preferred Stock and
there are no warranties, representations, terms, conditions or collateral
agreements expressed, implied or statutory, other than as expressly set forth in
this Agreement.

5.3 This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted
assigns.

5.4 Any notice to be given under this Agreement shall be duly
and properly given if made in writing and delivered or telecopied to the
addressee at the address as set out on page one of this Agreement. Any notice
given as aforesaid shall be deemed to have been given or made on, if delivered,
the date on which it was delivered or, if telecopied, on the next business day
after it was telecopied. Any party hereto may change its address for notice from
time to time by providing notice of such change to the other parties hereto in
accordance with the foregoing.

5.5 This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Nevada, and each of the parties hereto irrevocably attorns to the
jurisdiction of the courts of the State of Nevada.

5.6 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 executed this
Agreement as of the day and year first above written.

CANYON COPPER CORP.

/s/ Anthony
Harvey
_______________________________
By Its Authorized Signatory

 

 

/s/ Sean
Croston
_______________________________
LANGLEY PARK INVESTMENT
TRUST PLC (IN MEMBERS VOLUNTARY LIQUIDATION) 
acting by its liquidator, Sean
Croston, acting without personal liability