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FIRST AMENDMENT TO LOAN AGREEMENT

This First Amendment to the Loan Agreement dated April 25, 2007
(the Loan Agreement) between Aton Select Fund Limited(the Lender)
and Canyon Copper Corp. (the Borrower) is made and entered into
effective as of the 9th day of May, 2008 (the "Effective Date"), between the
Borrower and the Lender.

WHEREAS:

A. The Borrower and the Lender entered into the Loan Agreement
whereby the Lender agreed to loan $120,000 (U.S.) to the Borrower (the
Loan).

B. The Lender has agreed to extend the term of the Loan to June
20, 2009 on the terms and conditions set out herein.

NOW, THEREFORE,in consideration of the premises
contained herein and the sum of $10.00 paid by the Borrower to the Lender, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the terms of the Loan Agreement as follows:

|1. | Definitions.Capitalized terms used in this
      Agreement shall have the same meaning as specified in the Loan Agreement
      unless the context clearly indicates the contrary.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                   
|2. | Amendment.The Loan Agreement is hereby amended as
      follows:                                                                                                                  
|   |                                                                                                                                                                                   
|   | (i)                                                                                                                                                                               
|   |                                                                                                                                                                                   
|   |                                                                                                                                                                                   
|   |                                                                                                                                                                                   
|   | (ii)                                                                                                                                                                              

2.1 Loan and Repayment. The
Lender hereby agrees to lend to the Borrower the Principal Sum of $120,000
(U.S.). The Loan shall be made in United States currency and shall be repaid by
the Borrower on or before June 20, 2009.

| | (iii) | The Promissory Note evidencing the Loan Agreement is
      hereby replaced in its entirety with the Promissory Note attached hereto
      as Schedule A to this Agreement.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Assignment Agreement remain
      unchanged and in full force and effect, except as modified by this
      Agreement.                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                            
|4. | Counterparts.This Agreement may be executed in
      two or more counterparts, each of which shall constitute an original, but
      all of which, when taken together, shall constitute but one instrument,
      and shall become effective when one or more counterparts have been signed
      by each party hereto and delivered to the other parties.
|   |                                                                                                                                                                                                                                                                                                                                                            
|5. | Successors and Assigns. Except as otherwise
      expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and administrators of the parties hereto.                                                                                                     

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|6. | Entire Agreement.This Agreement constitutes the
      full and entire understanding and agreement between the parties with
      regard to the subject hereof.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.

THE BORROWER:

CANYON COPPER CORP.by its authorized signatory:

|/s/ Anthony R.
      Harvey | 
|--------------------------- | 
|Anthony R. Harvey           | 

THE LENDER:

ATON SELECT FUND LIMITEDby its authorized
signatory:

|/s/ David Dawes | 
|--------------- | 
|**David Dawes** | 

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Schedule A

Promissory Note

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CONVERTIBLE PROMISSORY NOTE

|EXECUTED BY:        | Canyon Copper Corp. (the "Borrower")   
|------------------- | ---------------------------------------
|                    |                                        
|IN FAVOUR OF:       | Aton Select Fund Limited (the "Lender")
|                    |                                        
|PRINCIPAL AMOUNT:   | $120,000 (U.S.)                        
|                    |                                        
|DATE OF EXECUTION:  | May ____, 2008                         
|                    |                                        
|PLACE OF EXECUTION: | Vancouver, BC, Canada                  

FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on June 20, 2009, the principal sum of $120,000
(U.S.), together with interest thereon at the rate of 15% per annum, both before
and after maturity from the date hereof.

The Lender may at his option, at any time prior to June 20,
2009, convert all or any portion of the Principal Sum into units of the Borrower
at a conversion rate of $0.30 (U.S.) per unit (the Units) with each unit
consisting of one (1) common share and one (1) share purchase warrant. Each
warrant will entitle the Lender to purchase an additional common share at a
price of $0.35 (U.S.) per share for a period of two (2) years from the date of
issuance of the Units.

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, BC this _____day of May, 2008.

CANYON COPPER CORP.by its authorized signatory:

|                  | 
|----------------- | 
|ANTHONY R. HARVEY | 
|                  | 

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