---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,
2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

COMMISSION FILE NUMBER000-33189

CANYON COPPER CORP.(Exact
name of registrant as specified in its charter)

|NEVADA                                                               | 88-0454792                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Suite 408 - 1199 West Pender Street                                  |                                     
|Vancouver, BC, Canada                                                | V6E 2R1                             
|(Address of principal executive offices)                             | (Zip Code)                          

(604) 331-9326(Registrant's telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[ x ]Yes[ ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (s. 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).[
] Yes[ ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ]                                                   | Accelerated filer [ ]         
|----------------------------------------------------------------------------- | ------------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting company) | Smaller reporting company[ x ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act):[ ] Yes[ x ] No

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
November 4, 2009, the Registrant had 78,390,307 shares of common stock, par
value of $0.00001 per share, issued and outstanding.

---

PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three months ended September 30,
2009 are not necessarily indicative of the results that can be expected for the
year ending June 30, 2010.

As used in this Quarterly Report, the terms "we, "us, "our,
and Canyon Copper mean Canyon Copper Corp. unless otherwise indicated. All
dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.

2

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|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|                              
|September 30, 2009            

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | F1  
|Statements of Operations          | F2  
|Statements of Cash Flows          | F3  
|Notes to the Financial Statements | F4  

---

|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   

|                                                           |  | September 30, |   |  | June 30,    |  
|---------------------------------------------------------- |  | ------------- | - |  | ----------- | -
|                                                           |  | 2009          |   |  | 2009        |  
|                                                           |  | $             |   |  | $           |  
|                                                           |  | (unaudited)   |   |  |             |  
|ASSETS                                                     |  |               |   |  |             |  
|Current Assets                                             |  |               |   |  |             |  
|Cash                                                       |  | 565,823       |   |  | 427,116     |  
|Prepaid
      expenses and deposits                        |  | 4,733         |   |  | 780         |  
|Total Assets                                               |  | 570,556       |   |  | 427,896     |  
|                                                           |  |               |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)             |  |               |   |  |             |  
|Current Liabilities                                        |  |               |   |  |             |  
|Accounts payable (Note 5)                                  |  | 186,234       |   |  | 257,864     |  
|Accrued liabilities (Note 4)                               |  | 7,813         |   |  | 24,295      |  
|Due to related parties (Note 5)                            |  | 210,710       |   |  | 257,333     |  
|Total Liabilities                                          |  | 404,757       |   |  | 539,492     |  
|Contingencies (Notes 1 and 9)                              |  |               |   |  |             |  
|Stockholders Equity (Deficit)                             |  |               |   |  |             |  
|Preferred Stock                                            |  |               |   |  |             |  
|Authorized: 100,000,000 shares, par value $0.00001         |  |               |   |  |             |  
|Issued and outstanding: 500,000
      shares               |  | 5             |   |  | 5           |  
|Common Stock                                               |  |               |   |  |             |  
|Authorized: 166,666,666 shares,
      par value $0.00001   |  |               |   |  |             |  
|Issued and outstanding: 78,390,080 shares                  |  |               |   |  |             |  
|(June 30, 2009  64,165,080
      shares)                  |  | 784           |   |  | 642         |  
|Additional Paid-in Capital                                 |  | 20,803,444    |   |  | 19,871,972  |  
|Stock Subscriptions Receivable                             |  |              |   |  | (56,000     | )
|Deficit Accumulated
      During the Exploration Stage     |  | (20,638,434   | ) |  | (19,928,215 | )
|Total Stockholders Equity (Deficit)                       |  | 165,799       |   |  | (111,596    | )
|Total Liabilities
      and Stockholders Equity (Deficit) |  | 570,556       |   |  | 427,896     |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-1

---

|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                                            |  | Accumulated from    |   |  |                    |  
|----------------------------------------------------------- |  | ------------------- | - |  | ------------------ | -
|                                                            |  | January 21, 2000    |   |  | For the            |  
|                                                            |  | (Date of Inception) |   |  | Three Months Ended |  
|                                                            |  | to September 30,    |   |  | September 30,      |  
|                                                            |  | 2009                |   |  | 2009               |  
|                                                            |  | $                   |   |  | $                  |  
|                                                            |  |                     |   |  |                    |  
|Revenue                                                     |  |                    |   |  |                   |  
|                                                            |  |                     |   |  |                    |  
|Expenses                                                    |  |                     |   |  |                    |  
|                                                            |  |                     |   |  |                    |  
|Depreciation                                                |  | 5,540               |   |  |                   |  
|Foreign exchange (gain) loss                                |  | (26,168             | ) |  | 27,761             |  
|General and administrative
      (Note 5)                   |  | 9,214,982           |   |  | 462,272            |  
|Impairment of mineral property costs                        |  | 2,759,130           |   |  |                   |  
|Impairment of property
      and equipment                  |  | 10,811              |   |  |                   |  
|Mineral exploration costs                                   |  | 4,834,519           |   |  | 219,017            |  
|                                                            |  |                     |   |  |                    |  
|Total Operating Expenses                                    |  | 16,798,814          |   |  | 709,050            |  
|                                                            |  |                     |   |  |                    |  
|Operating Loss                                              |  | (16,798,814         | ) |  | (709,050           | )
|                                                            |  |                     |   |  |                    |  
|Other Income (Expense)                                      |  |                     |   |  |                    |  
|                                                            |  |                     |   |  |                    |  
|Accretion of discounts on convertible
      debt            |  | (799,963            | ) |  |                   |  
|Gain on change in
      fair values of derivative liability |  | 432,715             |   |  |                   |  
|Interest expense                                            |  | (338,744            | ) |  | (1,169             | )
|Debt conversion
      expense                               |  | (2,010,076          | ) |  |                   |  
|Loss on sale of investment securities                       |  | (411,430            | ) |  |                   |  
|Gain on settlement
      of related party debt              |  | (2,871              | ) |  |                   |  
|Loss on extinguishment of debt                              |  | (252,454            | ) |  |                   |  
|Impairment loss
      on investment securities              |  | (459,817            | ) |  |                   |  
|Gain on write-off of accounts payable                       |  | 3,020               |   |  |                   |  
|                                                            |  |                     |   |  |                    |  
|Total Other Income
      (Expense)                          |  | (3,839,620          | ) |  | (1,169             | )
|                                                            |  |                     |   |  |                    |  
|Net Loss                                                    |  | (20,638,434         | ) |  | (710,219           | )
|                                                            |  |                     |   |  |                    |  
|Net Loss Per Share
       Basic and Diluted                |  |                     |   |  | (0.01              | )
|                                                            |  |                     |   |  |                    |  
|Weighted Average Shares
      Outstanding                   |  |                     |   |  | 71,752,000         |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-2

---

|Canyon Copper Corp.           
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                                                                  |  | For the            |  
|--------------------------------------------------------------------------------- |  | ------------------ | -
|                                                                                  |  | Three Months Ended |  
|                                                                                  |  | September 30,      |  
|                                                                                  |  | 2009               |  
|                                                                                  |  | $                  |  
|Operating Activities                                                              |  |                    |  
|Net loss                                                                          |  | (710,219           | )
|Adjustments to reconcile net loss
      to net cash used in operating activities: |  |                    |  
|Accretion of discounts on
      convertible debt                                  |  |                   |  
|Foreign exchange
      translation loss on debt                                   |  |                   |  
|Gain on change in fair values
      of derivative liability                       |  |                   |  
|Stock-based
      compensation                                                    |  | 362,614            |  
|Changes in operating assets and liabilities:                                      |  |                    |  
|Prepaid expenses
      and deposits                                               |  | (3,953             | )
|Accounts payable and accrued liabilities                                          |  | (88,112            | )
|Due to related parties                                                            |  | 42,888             |  
|Net Cash Used in Operating
      Activities                                       |  | (396,782           | )
|Financing Activities                                                              |  |                    |  
|Advances from related party                                                       |  |                   |  
|Issuance of common stock                                                          |  | 625,000            |  
|Repayment
      of notes payable                                                  |  | (94,502            | )
|Net Cash Provided by Financing Activities                                         |  | 530,498            |  
|Effect of Exchange
      Rate Changes on Cash                                     |  | 4,991              |  
|Increase in Cash                                                                  |  | 138,707            |  
|Cash  Beginning
      of Period                                                  |  | 427,116            |  
|Cash  End of Period                                                              |  | 565,823            |  
|                                                                                  |  |                    |  
|Supplemental Disclosures:                                                         |  |                    |  
|Interest paid                                                                     |  | 26,729             |  
|Income taxes paid                                                                 |  |                   |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-3

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|September 30, 2009               
|(unaudited)                      

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Canyon Copper Corp., (the Company),
        was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under
        the name Aberdene Mines Limited. On August 7, 2006, the Company changed
        its name to Canyon Copper Corp. The Company is an Exploration Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS)
        No. 7, Accounting and Reporting by Development Stage Enterprises.
        The Companys principal business plan is to acquire, explore and
        develop mineral properties and ultimately seek earnings by exploiting
        mineral claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has been in the exploration stage
        since its formation in January 2000 and has not yet realized any revenues
        from its planned operations. It is primarily engaged in the acquisition,
        exploration and development of mineral properties. Upon location of a
        commercial mineable reserve, the Company will actively prepare the site
        for extraction and enter a development stage. At present, management devotes
        most of its activities to raise sufficient funds to further explore and
        develop its mineral properties. Planned principal activities have not
        yet begun. The ability of the Company to emerge from the exploration stage
        with respect to any planned principal business activity is dependent upon
        its successful efforts to raise additional equity financing and/or attain
        profitable mining operations. As at September 30, 2009, the Company has
        a working capital of $165,799 and has accumulated losses of $20,638,434
        since inception. The Company also has significant mineral property acquisition
        and exploration commitments. There is no guarantee that the Company will
        be able to complete any of the above objectives. These factors raise substantial
        doubt regarding the Companys ability to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Managements plan for the next twelve
        months is to continue initial exploration activities on the New York Canyon
        Project in Nevada. The agreements pursuant to which the Company acquired
        its interests in the New York Canyon Project provide for a series of cash
        payments and annual filing maintenance costs. If the Company fails to
        make such payments or expenditures in a timely fashion it may lose its
        interest in those properties. As at September 30, 2009, the Company had
        cash of $565,823 on hand, and for the next twelve months, management anticipates
        that the minimum cash requirements to fund its proposed exploration program
        and continued operations will be $1,050,000. Accordingly, the Company
        does not have sufficient funds to meet planned expenditures over the next
        twelve months, and will need to seek additional debt or equity financing
        to meet its planned expenditures. There is no assurance that the Company
        will be able to raise sufficient cash to fund its future exploration programs
        and operational expenditures.                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-4

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|September 30, 2009               
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | c)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | d)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Mineral Properties                                            
|   |                                                               
|   | a)                                                            
|   |                                                               
|   |                                                               

F-5

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|September 30, 2009               
|(unaudited)                      

|3. | Mineral Properties (continued)
|-- | ------------------------------

| |    | On January 1, 2005, a lease agreement was entered into
        with Clifford DeGraw and Richard Markiewicz on the Mildred and Copper
        Queen #1 patented claims located within the overall New York Canyon property.
        The term of the lease is seven years. As required by the lease agreement,
        there was an initial payment of $2,500, with quarterly payments commencing
        April 1, 2005 and required so long as the lease agreement remains in effect
        as follows: $2,500 per quarter during the first year; $3,500 per quarter
        during the second year; $4,000 per quarter during the third year; $5,000
        per quarter during the fourth year; and $7,500 per quarter thereafter.
        The Company also has the right to purchase the claims for $130,000 at
        any time during the term of the lease agreement and that all quarterly
        payments made shall be applied to the purchase price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | b) | On July 21, 2004, the Company entered into a fifteen-year
        renewable lease agreement, which gives the Company the right of exploration
        for and production of minerals in eighteen mineral claims owned by the
        lessor. The mineral claims are located within the area of the Companys
        New York Canyon Copper Project. Under the terms of the agreement, the
        Company must make cash payments of $25,000 on execution of the agreement
        (paid). On the first anniversary of the execution of the agreement, the
        Company must make payments to the lessor of $1,000 per month, $2,000 per
        month after the second anniversary and $3,000 per month after the third
        anniversary for as long as the lease is in effect. In addition, at six
        and twenty-four months after the execution of the agreement the Company
        will give the lessor, respectively, 10,000 shares (issued at a fair value
        of $3,500 in fiscal 2005) and 15,000 shares (issued at a fair value of
        $7,950 in fiscal 2007) of the Companys common stock. This agreement
        is subject to a Net Smelter Interest payable to two parties (1.75% Net
        Smelter Royalty (NSR) + 0.5% NSR). The 1.75% is terminated
        upon payments of $2,000,000; then the second party will retain 1.5% NSR
        which will revert to 0.5% after an additional $2,000,000 is paid.

|4. | Accrued Liabilities
|-- | -------------------

| |                                            |  | September 30, |  |  | June 30, | 
| | ------------------------------------------ |  | ------------- |  |  | -------- | 
| |                                            |  | 2009          |  |  | 2009     | 
| |                                            |  | $             |  |  | $        | 
| |                                            |  |               |  |  |          | 
| | Interest accrued on debt                   |  |              |  |  | 24,028   | 
| | Professional fees
      and other accruals |  | 7,813         |  |  | 267      | 
| |                                            |  |               |  |  |          | 
| |                                            |  | 7,813         |  |  | 24,295   | 

|5. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           

F-6

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|September 30, 2009               
|(unaudited)                      

|5. | Related Party Transactions (continued)
|-- | --------------------------------------

| | v) | $Nil (June 30, 2009 - $25,000) in advances for working
        capital purposes which bears interest at 15% per annum, is secured by
        a promissory note, and is due on October 1, 2008. On January 13, 2009,
        the maturity date on the notes was extended to January 1, 2010. The Company
        repaid the note on July 31, 2009.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | As at September 30, 2009, the Company was indebted to
        the Chief Financial Officer of the Company for $289 (June 30, 2009 - $267)
        of general and administrative expenses. The amounts due are non-interest
        bearing, unsecured and due on demand.                                                       
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                               
| | d) | As at September 30, 2009, $70,190 (June 30, 2009 - $70,190)
        is owed to a former Vice President of Finance of the Company and is included
        in accounts payable. The amount due is non-interest bearing, unsecured
        and due on demand.                                                                    
| |    |                                                                                                                                                                                                                                                                                                                               
| | e) | As at September 30, 2009, $nil (June 30, 2009 - $6,980)
        is owed to a former Vice President of the Company and is included in accounts
        payable. The amount due is non-interest bearing, unsecured and due on
        demand.                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                               
| | f) | During the three months ended September 30, 2009, the
        Company incurred consulting fees of $14,694 (2008 - $14,863), $13,994
        (2008 - $14,155), and $17,325 (2008 - $17,325) to the Chief Executive
        Officer of the Company, President of the Company, and Chief Financial
        Officer, respectively.

|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On August 21, 2009, the Board of Directors
        of the Company adopted the Companys 2009 Stock Option Plan (the
        2009 Stock Option Plan). A total of 7,800,000 shares of the
        Companys common stock are available for issuance under the 2009
        Stock Option Plan. As at September 30, 2009, the Company had 3,700,000
        stock options available for granting pursuant to the 2009 Stock Option
        Plan.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On August 21, 2009, prior to the adoption
        of the 2009 Stock Option Plan, the Board of Directors of the Company decided
        to suspend and/or terminate prior stock option plans in order to limit
        the number of shares that may be optioned by the Company as follows:                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | i.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | ii.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | iii.                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-7

---

|Canyon Copper Corp.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|September 30, 2009               
|(unaudited)                      

|7. | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On August 21, 2009, the Company issued non-qualified
        stock options to purchase a total of 4,100,000 shares of common stock
        to various employees, officers, directors and consultants of the Company,
        of which 3,950,000 stock options were issued pursuant to the 2009 Stock
        Option Plan. The options were granted with an exercise price of $0.10
        per share and expire on August 20, 2014. The fair value of these stock
        options was estimated at the date of grant using the Black-Scholes option-pricing
        model assuming an expected life of 5 years, a risk-free rate of 2.58%,
        an expected volatility of 213%, and a 0% dividend yield. The weighted
        average fair value of stock options granted was $0.09 per share.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the three month period ended September 30, 2009,
        the Company recorded stock-based compensation of $362,614 as general and
        administrative expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A summary of the Companys stock option activity
        is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                       |  |           |  |  | Weighted Average |  |  | Aggregate       | 
| | ------------------------------------- |  | --------- |  |  | ---------------- |  |  | --------------- | 
| |                                       |  | Number of |  |  | Exercise Price   |  |  | Intrinsic Value | 
| |                                       |  | Options   |  |  | $                |  |  | $               | 
| | Outstanding, June 30, 2009            |  | 1,191,667 |  |  | 0.77             |  |  |                 | 
| | Issued                                |  | 4,100,000 |  |  | 0.10             |  |  |                 | 
| | Outstanding, September 30, 2009       |  | 5,291,667 |  |  | 0.25             |  |  |                | 
| | Exercisable, September
      30, 2009 |  | 5,291,667 |  |  | 0.25             |  |  |                | 

As at September 30, 2009, the weighted
  average remaining contractual life of the outstanding stock options is 4.43
  years.

As at September 30, 2009, the Company
  had no unvested options outstanding.

|8. | Share Purchase Warrants                                                                        
|-- | -----------------------------------------------------------------------------------------------
|   |                                                                                                
|   | The following table summarizes the continuity of the
        Companys share purchase warrants:

| |                             |  |            |   |  | Weighted | 
| | --------------------------- |  | ---------- | - |  | -------- | 
| |                             |  |            |   |  | Average  | 
| |                             |  |            |   |  | Exercise | 
| |                             |  | Number of  |   |  | Price    | 
| |                             |  | Warrants   |   |  | $        | 
| |                             |  |            |   |  |          | 
| | Balance, June 30, 2009      |  | 11,852,305 |   |  | 0.13     | 
| |                             |  |            |   |  |          | 
| | Expired                     |  | (400,000   | ) |  | 0.90     | 
| |                             |  |            |   |  |          | 
| | Balance, September 30, 2009 |  | 11,452,305 |   |  | 0.10     | 

As at September 30, 2009, the following
  share purchase warrants were outstanding:

| |            | Exercise |                
| | ---------- | -------- | ---------------
| | Number of  | Price    |                
| | Warrants   | $        | Expiry Date    
| |            |          |                
| | 1,633,333  | 0.36     | August 17, 2010
| | 9,818,972  | 0.06     | June 30, 2011  
| |            |          |                
| | 11,452,305 |          |                

|9.  | Legal Proceeding                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                  
|    | On January 23, 2007, Focused Investor Relations Marketing
        Inc. commenced an action in Ontario, Canada against the Company seeking
        payment in the amount of $84,000 pursuant to an oral agreement. The Company
        believes that this action is without merit and will defend its position
        vigorously.
|    |                                                                                                                                                                                                                                                                                                                                  
|10. | Subsequent Events                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                  
|    | In accordance with ASC Topic 855, Subsequent Events,
        the Company evaluated subsequent events through November 11, 2009, the
        date of issuance of the financial statements. During this period the Company
        did not have any material recognizable subsequent events.                                       

F-8

---

|ITEM 2. | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements contained in this Quarterly Report on Form
10-Q constitute "forward-looking statements. These statements, identified by
words such as plan, "anticipate, "believe, "estimate, "should, "expect"
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption Part II
- Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. We
do not intend to update the forward-looking information to reflect actual
results or changes in the factors affecting such forward-looking information. We
advise you to carefully review the reports and documents, particularly our
annual reports, quarterly reports and current reports we file from time to time
with the United States Securities and Exchange Commission (the SEC).

OVERVIEW

We were incorporated on January 21, 2000 under the laws of the
State of Nevada.

We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. We currently hold 100% title
in two major claim blocks comprising a total of 1,332 mineral claims, covering
approximately 27,440 acres located in Mineral County, Nevada (the New York
Canyon Claims). We also hold 21 patented mineral claims covering an area of
approximately 420 acres, located within the vicinity of the New York Canyon
Claims area. We collectively refer to the New York Canyon Claims and the
patented claims as the New York Canyon Project.

We have not earned any revenues to date and do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that commercially viable mineral deposits exist
on our claims or that we will discover commercially exploitable levels of
mineral resources on our properties, or if such deposits are discovered, that we
will enter into further substantial exploration programs.

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the three
month period ended September 30, 2009 and changes in our financial condition
from June 30, 2009. This discussion should be read in conjunction with the
Managements Discussion and Analysis of Financial Condition and Results of
Operation included in our Annual Report on Form 10-K for the year ended June 30,
2009 filed with the SEC on September 29, 2009.

Our plan of operation for the next twelve months is to
re-analyze the 2006 Longshot Ridge drill pulps and to initiate environmental
base line studies for permitting advanced exploration. Over the next twelve
months, we anticipate that in order to implement our exploration program and to
continue our operations we will require the following:

3

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12
      Month TotalITEM AND ACTIVITY
    
    BudgetLAND STATUS2010
      - 2011 unpatented claim maintenance fees
    $
    205,000Monthly Payments 
      Patented Claims
    
    55,000PERMITTINGRoad and drill site
      work
    
    35,000Archaeological and biological surveys
    
    20,000Water quality
      monitoring
    
    20,000Drill Permitting & Bonding
    
    20,000Reclamation
    
    20,000ASSAYINGRe-assay 2006
      Longshot Ridge drill pulps
    
    100,000GEOPHYSICAL SURVEYSInduced polarization
    
    70,000Airborne radiometric survey
    
    65,000GEOLOGICAL
      MAPPING AND INVESTIGATIONSMapping and sampling
    
    50,000Contingency 10%
    
    65,000Management fee 5%
    
    35,000GENERAL AND
      ADMINISTRATIVE EXPENSESGeneral and Administrative
    
    290,000TOTAL
    $
    1,050,000


As at September 30, 2009, we had cash of $565,823 and, for the
next twelve months, management anticipates that the minimum cash requirements to
fund our proposed exploration program and our continued operations will be
$1,050,000. We do not have sufficient funds to meet our planned expenditures
over the next twelve months and will need to seek financing to meet our planned
expenditures. However, there is no assurance we will be successful in raising
the necessary funding or on terms that are acceptable to us. Since inception, we
have been dependent on investment capital and debt financing from third parties
as our primary source of liquidity. We anticipate continuing to rely on equity
sales of shares of our common stock and loans in order to continue to fund our
business operations. Issuances of additional shares will result in further
dilution of our existing shareholders.

RESULTS OF OPERATIONS

|Three Months Summary    |   |                                 |   |   |            |   |  |                     | 
|----------------------- | - | ------------------------------- | - | - | ---------- | - |  | ------------------- | 
|                        |   | Three Months Ended September 30 |   |   | Percentage |  
|                        |   | 2009                            |   |   | 2008       |   |  | Increase / Decrease | 
|Revenue                 | $ | -                               |   | $ | -          |   |  | n/a                 | 
|Operating Expenses      |   | (709,050                        | ) |   | (314,455   | ) |  | 125.5%              | 
|Other Income (Expenses) |   | (1,169                          | ) |   | (115,858   | ) |  | (99.0)%             | 
|Net Loss                | $ | (710,219                        | ) | $ | (430,313   | ) |  | 65.0%               | 

Revenues

We have not earned any revenues to date and do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. There can be no assurance that we will be successful in
discovering commercial quantities or that we can commercially produce metals or
minerals. We are presently an exploration stage company engaged in the search
for mineral reserves. We can provide no assurances that we

4

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will be able to discover any commercially exploitable levels of
mineral resources on our property, or, even if such resources are discovered,
that we will be able to enter into commercial production of our mineral
properties.

Expenses

Our expenses for the three month periods ended September 30,
2009 and 2008 consisted of the following:

|                                           |   | Three Months Ended September 30 |  |   | Percentage
|------------------------------------------ | - | ------------------------------- |  | - | ----------
|                                           |   |                                 |  |   |           
|                                           |   | 2009                            |  |   | 2008      
|Operating Expenses:                        |   |                                 |  |   |           
|Foreign exchange (gain) loss               | $ | 27,761                          |  | $ | (13,932   
|General and administrative                 |   | 462,272                         |  |   | 121,901   
|Mineral exploration costs                  |   | 219,017                         |  |   | 206,486   
|Sub-total                                  |   | 709,050                         |  |   | 314,455   
|Other Expenses:                            |   |                                 |  |   |           
|Accretion of discounts on convertible debt |   | -                               |  |   | 34,120    
|(Gain) Loss on change in fair values of    |   | -                               |  |   | 57,923    
|derivative liability                       |   |                                 |  |   |           
|Interest expense                           |   | 1,169                           |  |   | 23,815    
|Sub-total                                  |   | 1,169                           |  |   | 115,858   
|Total Expenses                             | $ | 710,219                         |  | $ | 430,313   

Our operating expenses increased from $314,455, during the
three months ended September 30, 2008, to $709,050, during the three months
ended September 30, 2009. The increase in our operating expenses is due to the
fact our general and administration expenses increased during the period.

General and administration expenses primarily consist of: (i)
consulting fees incurred for services provided by our executive officers; (ii)
professional fees in connection with meeting our ongoing reporting requirements
under the Exchange Act; and (iii) stock based compensation. The increase in our
general and administrative expenses during the three months ended September 30,
2009 is due to the fact that we incurred stock based compensation of
$362,614.

Mineral exploration costs consisted of annual payments and
lease payments in connection with maintaining the New York Canyon Project in
good standing.

We anticipate that our expenses will increase over the next
twelve months due to our ongoing planned exploration activities on the New York
Canyon Project.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital                   |   |                             |   |   |                        |   |  |                    
|--------------------------------- | - | --------------------------- | - | - | ---------------------- | - |  | -------------------
|                                  |   |                             |   |   |                        |   |  | Percentage         
|                                  |   | At
      September 30, 2009 |   |   | At
      June 30, 2009 |   |  | Increase / Decrease
|Current Assets                    | $ | 570,556                     |   | $ | 427,896                |   |  | 33.3%              
|Current Liabilities               |   | (404,757                    | ) |   | (539,492               | ) |  | (25.0
      )%     
|Working Capital Surplus (Deficit) | $ | 165,799                     |   | $ | (111,596               | ) |  | (248.6 )%          

5

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|Cash Flows                              |   |                    |   |   |                    |  
|--------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                        |   | Three Months Ended |   |   | Three Months Ended |  
|                                        |   | September 30, 2009 |   |   | September 30, 2008 |  
|Cash Used in Operating Activities       | $ | (396,782           | ) | $ | (345,448           | )
|Cash Provided by Investing Activities   |   | -                  |   |   | -                  |  
|Cash Provided by Financing Activities   |   | 530,498            |   |   | 514,475            |  
|Effect of Exchange Rate Changes on Cash |   | 4,991              |   |   | -                  |  
|Net Increase in Cash During Period      | $ | 138,707            |   | $ | 169,127            |  

As at September 30, 2009, we had a working capital surplus of
$165,799 as compared to a working capital deficit of $111,596 as at June 30,
2009. The change from a working capital deficit to a working capital surplus is
primarily a result of the fact that we: (i) raised proceeds from the sale of our
common stock; and (ii) decreased our accounts payables and liabilities.

During the three months ended September 30, 2009, we completed
the following equity financings:

|(a) | on August 10, 2009, we issued 12,850,000 shares of our
      common stock for gross proceeds of $514,000; and
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(b) | on August 31, 2009, we issued 1,375,000 shares of our
      common stock for gross proceeds of $55,000.      

Future Financings

Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project and requires us
to obtain financing. We recorded a net loss of $710,219 for the three months
ended September 30, 2009 and have an accumulated deficit of $20,638,434 since
inception. As at September 30, 2009, we had cash of $565,823 and, for the next
twelve months, management anticipates that the minimum cash requirements to fund
our proposed exploration program and our continued operations will be
$1,050,000. Accordingly, we do not have sufficient funds to meet our planned
expenditures over the next twelve months and will need to seek financing to meet
our planned expenditures. There is no assurance that we will be able to obtain
financing in the future.

Obtaining financing is subject to a number of factors,
including the market prices for the mineral property and copper. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us. Since our inception, we have used our common stock to raise
money for our operations and for our property acquisitions. We have not attained
profitable operations and are dependent upon obtaining financing to pursue our
plan of operation. For these reasons, our independent auditors believe there
exists a substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 2 to the interim financial statements included in this
Quarterly Report.

Use of Estimates

The preparation of financial statements in accordance with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses in the reporting period. We regularly evaluate estimates
and assumptions related to long-lived assets, derivative liabilities, asset
retirement obligations, stock-based compensation and deferred income tax asset
valuations. We

6

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base our estimates and assumptions on current facts, historical
  experience and various other factors that it believes to be reasonable under
  the circumstances, the results of which form the basis for making judgments
  about the carrying values of assets and liabilities and the accrual of costs
  and expenses that are not readily apparent from other sources. The actual results
  experienced by us may differ materially and adversely from our estimates. To
  the extent there are material differences between the estimates and the actual
  results, future results of operations will be affected.

Mineral Property Costs

We have been in the exploration stage since its inception on
  January 21, 2000, and have not yet realized any revenues from our planned operations.
  We are primarily engaged in the acquisition and exploration of mining properties.
  Mineral property exploration costs are expensed as incurred. Mineral property
  acquisition costs are initially capitalized when incurred using the guidance
  in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets.”
  We assess the carrying costs for impairment under SFAS 144, “Accounting
  for Impairment or Disposal of Long Lived Assets” at each fiscal quarter
  end. When it has been determined that a mineral property can be economically
  developed as a result of establishing proven and probable reserves, the costs
  then incurred to develop such property, are capitalized. Such costs will be
  amortized using the units-of-production method over the estimated life of the
  probable reserve. If mineral properties are subsequently abandoned or impaired,
  any capitalized costs will be charged to operations.

Stock-Based Compensation

We record stock based compensation in accordance with SFAS 123(R),
  “Share-Based Payments,” which requires the measurement and recognition
  of compensation expense, based on estimated fair values, for all share-based
  awards, made to employees and directors, including stock options.

SFAS 123(R) requires companies to estimate the fair value of
  share-based awards on the date of grant using an option-pricing model. We use
  the Black-Scholes option-pricing model as its method of determining fair value.
  This model is affected by our stock price as well as assumptions regarding a
  number of subjective variables. These subjective variables include, but are
  not limited to our expected stock price volatility over the term of the awards,
  and actual and projected employee stock option exercise behaviors. The value
  of the portion of the award that is ultimately expected to vest is recognized
  as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration
  received for the issuance of equity instruments are accounted for based on the
  fair value of the consideration received or the fair value of the equity instrument
  issued, whichever is more reliably measurable.

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

7

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|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of September 30, 2009 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses disclosed in our Annual Report on Form
10-K for the year ended June 30, 2009 (the 2009 Annual Report).

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in our 2009 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended September
30, 2009 fairly present our financial condition, results of operations and cash
flows in all material respects.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended September 30, 2009 that
have materially affected, or that are reasonably likely to materially affect,
our internal control over financial reporting.

8

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

Other than as previously disclosed in our 2009 Annual Report,
we are not party to any legal proceedings and there have been no material
developments to the proceedings previously disclosed in our 2009 Annual
Report.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

We lack an operating history and have losses which we expect
to continue into the future. As a result, we may have to suspend or cease
exploration activities and if we do not obtain sufficient financing, our
business will fail.

We were incorporated on January 21, 2000 and to date have been
involved primarily in organizational activities, the acquisition of mineral
claims and the exploration and development on these claims. We have no
exploration history upon which an evaluation of our future success or failure
can be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon:

| | (i)  | our ability to locate a profitable mineral property;
      and
| | ---- | --------------------------------------------------------------
| |      |                                                               
| | (ii) | our ability to generate revenues.                             

Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project, which will
require us to obtain financing. We recorded a net loss of $710,219 for the three
months ended September 30, 2009 and have an accumulated deficit of $20,638,434
since inception. As at September 30, 2009, we had cash of $565,823 and for the
next twelve months, management anticipates that the minimum cash requirements to
fund our proposed exploration program and our continued operations will be
$1,050,000. Accordingly we do not have sufficient funds to meet our planned
expenditures over the next twelve months and will need to seek financing to meet
our planned expenditures.

Obtaining financing would be subject to a number of factors,
including the market prices for the mineral property and base and precious
metals. These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. Since our inception, we have used our
common stock to raise money for our operations and for our property
acquisitions. We have not attained profitable operations and are dependent upon
obtaining financing to pursue our plan of operation. For these reasons, our
independent auditors believe there exists a substantial doubt about our ability
to continue as a going concern.

Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our mineral claims and the production of minerals thereon, if
any, we will not be able to earn profits or continue operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and we may not be able to ever generate any operating revenues
or achieve profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.

Because we are an exploration stage company, our business
has a high risk of failure.

As noted in the financial statements that are included with
this report, we are an exploration stage company that has incurred net losses
since inception, we have not attained profitable operations and we are dependent
upon

9

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obtaining adequate financing to complete our exploration
activities. These conditions, as indicated in our audit report on our Annual
Report on Form 10-K for the year ended June 30, 2009, raise substantial doubt as
to our ability to continue as a going concern. The success of our business
operations will depend upon our ability to obtain further financing to complete
our planned exploration program and to attain profitable operations. If we are
not able to complete a successful exploration program and attain sustainable
profitable operations, then our business will fail.

Because we have not commenced business operations, we face a
high risk of business failure.

We have not earned any revenues as of the date of this
Quarterly Report. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

We have no known mineral reserves and if we cannot find any,
we will have to cease operations.

We have no mineral reserves. Mineral exploration is highly
speculative. It involves many risks and is often non-productive. Even if we are
able to find mineral reserves on our property our production capability is
subject to further risks including:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies, and construction of production
  facilities, all of which we have not budgeted for;
- Availability and costs of financing;
- Ongoing costs of production; and
- Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near the New York Canyon Project and such
other factors as government regulations, including regulations relating to
allowable production, exporting of minerals, and environmental protection. If we
do not find a mineral reserve or define a mineral inventory containing gold,
silver, copper, zinc or iron or if we cannot explore the mineral reserve, either
because we do not have the money to do it or because it will not be economically
feasible to do it, we will have to cease operations and investors will lose
their investment.

In order to maintain our rights to the New York Canyon
Project, we will be required to make annual filings with federal and state
regulatory agencies and/or be required to complete assessment work on the New
York Canyon Project.

In order to maintain our rights to the New York Canyon Project,
we will be required to make annual filings with federal and state regulatory
authorities. Currently the amount of these fees is approximately $205,000;
however, these maintenance fees are subject to adjustment. In addition, we may
be required by federal and/or state legislation or regulations to complete
minimum annual amounts of mineral exploration work on the New York Canyon
Project. A failure by us to meet the annual maintenance requirements under
federal and state laws could cause our rights to the New York Canyon Project to
lapse.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages if and when
we conduct mineral exploration activities.

The search for valuable minerals involves numerous hazards. As
a result, if and when we conduct exploration activities we may become subject to
liability for such hazards, including pollution, cave-ins and other hazards
against which we cannot insure or against which we may elect not to insure. The
payment of such liabilities may have a material adverse effect on our financial
position.

10

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If the price of base and precious metals declines, our
financial condition and ability to obtain future financings will be
impaired.

The price of base and precious metals is affected by numerous
factors, all of which are beyond our control. Factors that tend to cause the
price of base and precious metals to decrease include the following:

| | (a) | Sales or leasing of base and precious metals by
      governments and central banks;                                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                           
| | (b) | A low rate of inflation and a strong US dollar;                                                                                                                                                                           
| |     |                                                                                                                                                                                                                           
| | (c) | Speculative trading;                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                           
| | (d) | Decreased demand for base and precious metals industrial,
      jewelry and investment uses;                                                                                                                              
| |     |                                                                                                                                                                                                                           
| | (e) | High supply of base and precious metals from production,
      disinvestment, scrap and hedging;                                                                                                                          
| |     |                                                                                                                                                                                                                           
| | (f) | Sales by base and precious metals producers and foreign
      transactions and other hedging transactions; and                                                                                                            
| |     |                                                                                                                                                                                                                           
| | (g) | Devaluing local currencies (relative to base and precious
      metals price in US dollars) leading to lower production costs and higher
      production in certain major base and precious metals producing
    regions.

Our business is dependent on the price of base and precious
metals. We have not undertaken hedging transactions in order to protect us from
a decline in the price of base and precious metals. A decline in the price of
base and precious metals may also decrease our ability to obtain future
financings to fund our planned development and exploration programs.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan.

Our success is dependent upon the performance of key personnel
working full-time in management, supervisory and administrative capacities or as
consultants. This is particularly true in highly technical businesses such as
mineral exploration. These individuals are in high demand and we may not be able
to attract the personnel we need. The loss of the services of senior management
or key personnel could have a material and adverse effect on us, our business
and results of operations. Failure to hire key personnel when needed, or on
acceptable terms, would have a significant negative effect on our business.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We are required to obtain work permits, post bonds
and perform remediation work for any physical disturbance to the land in order
to comply with these laws. If we enter the production phase, the cost of
complying with permit and regulatory environment laws will be greater because
the impact on the project area is greater. Permits and regulations will control
all aspects of the production program if the project continues to that stage.
Examples of regulatory requirements include:

| | (a) | Water discharge will have to meet drinking water
      standards;                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                    
| | (b) | Dust generation will have to be minimal or otherwise
      re-mediated;                                                            
| |     |                                                                                                                                    
| | (c) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                    
| |     |                                                                                                                                    
| | (d) | An assessment of all material to be left on the surface
      will need to be environmentally benign;                              
| |     |                                                                                                                                    
| | (e) | Ground water will have to be monitored for any potential
      contaminants;                                                       
| |     |                                                                                                                                    
| | (f) | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and

11

---

| | (g) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

There is a risk that new regulations could increase our costs
of doing business and prevent us from carrying out our exploration program. We
will also have to sustain the cost of reclamation and environmental remediation
for all exploration work undertaken. Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible. Other potential pollution or damage must be cleaned-up and
renewed along standard guidelines outlined in the usual permits. Reclamation is
the process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

If we become subject to increased environmental laws and
regulation, our operating expenses may increase.

Our development and production operations are regulated by both
US Federal and Nevada state environmental laws that relate to the protection of
air and water quality, hazardous waste management and mine reclamation. These
regulations will impose operating costs on us. If the regulatory environment for
our operations changes in a manner that increases costs of compliance and
reclamation, then our operating expenses would increase with the result that our
financial condition and operating results could be adversely affected.

If we complete a financing through the sale of additional
shares of our common stock, shareholders will experience dilution.

The most likely source of future financing presently available
to us is through the issuance of our common stock. Any sale of share capital
will result in dilution to existing shareholders. The only other anticipated
alternative for the financing of further exploration would be the offering by us
of an interest in our properties to be earned by another party or parties
carrying out further exploration thereof, which is not presently
contemplated.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the quotation price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       

12

---

|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                            
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|------- | ------------------------------------------------------------------

None.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------- | ----------------------------------------------------------

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

|ITEM 6. | EXHIBITS.
|------- | ---------

The following exhibits are either provided with this Quarterly
Report on Form 10-Q or are incorporated herein by reference.

|Exhibit |                                                                                                                                                                    
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                             
|3.1     | Amended and Restated Articles
      of Incorporation.(15)                                                                                                          
|3.2     | Certificate of Change Pursuant to NRS 78.209
      decreasing the authorized capital of common stock to 166,666,666 shares,
      par value $0.00001 per share.(25)
|3.3     | Bylaws.(1)                                                                                                                                                         
|4.1     | Specimen Stock Certificate.(15)                                                                                                                                    
|10.1    | 2004 Nonqualified Stock Option
      Plan.(4)                                                                                                                      
|10.2    | 2006 Stock Incentive Plan dated April 5,
      2006.(11)                                                                                                           
|10.3    | Convertible Preferred Stock
      Purchase Agreement dated July 29, 2004 between the Company and Langley
      Park Investments PLC.(5)                            
|10.4    | Debenture Purchase Agreement dated November 19,
      2004 between the Company and Glenkirk International.(7)                                                      
|10.5    | Convertible, Callable,
      Subordinated Debenture dated November 19, 2004 between the                                                                            

13

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|Exhibit |                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                           
|        | Company and Glenkirk
      International.(7)                                                                                                                                     
|10.6    | Property Option Agreement dated March 18, 2004
      among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel,
      and Nevada Sunrise LLC (New York Canyon Project).(3)
|10.7    | Lease Agreement dated July 21,
      2004 between the Company and Jaycor Mining, Inc.(6)                                                                                         
|10.8    | Consulting Agreement dated April 5, 2005
      between the Company and Anthony Harvey.(8)                                                                                        
|10.9    | Consulting Agreement dated
      August 5, 2005 between the Company and Chris Broili.(12)                                                                                        
|10.10   | Consulting Agreement dated August 10, 2005
      between the Company and Mel Klohn.(12)                                                                                          
|10.11   | Consulting Agreement dated
      August 22, 2005 between the Company and Carlo Civelli.(12)                                                                                      
|10.12   | Consulting Agreement dated September 20, 2005
      between the Company and Richard Dixon.(9)                                                                                    
|10.13   | Consulting Agreement dated
      September 20, 2005 between the Company and Richard Kehmeier.(9)                                                                                 
|10.14   | Consulting Agreement dated January 6, 2006
      between the Company and Kurt Bordian.(10)                                                                                       
|10.15   | Consulting Agreement dated
      January 19, 2006 between the Company and Mark A. Reynolds.(9)                                                                                   
|10.16   | Consulting Agreement dated February 1, 2006
      between the Company and Linda Erdman.(9)                                                                                       
|10.17   | Consulting Agreement dated
      February 1, 2006 between the Company and Geoffrey Goodall.(9)                                                                                   
|10.18   | Consulting Agreement dated February 1, 2006
      between the Company and Robert Young.(12)                                                                                      
|10.19   | Debt Settlement Agreement dated
      November 8, 2005 between the Company and Cameron Reynolds.(12)                                                                             
|10.20   | Mineral Processing Research Agreement dated
      March 22, 2006 among the Company, Nevada Sunrise, LLC and INTOR Resources
      Corporation.(12)                               
|10.21   | Loan Agreement dated September
      12, 2006 between the Company and Aton Ventures Fund Ltd.(13)                                                                                
|10.22   | Loan Agreement dated September 11, 2006 between
      the Company and Asset Protection Fund Ltd.(13)                                                                             
|10.23   | Convertible Promissory Note
      dated September 12, 2006 between the Company and Aton Ventures Fund
      Ltd.(13)                                                             
|10.24   | Convertible Promissory Note dated September 11,
      2006 between the Company and Asset Protection Fund Ltd.(13)                                                                
|10.25   | Promissory Note dated August
      16, 2006 between the Company and Anthony Harvey.(14)                                                                                          
|10.26   | First Amendment Loan Agreement dated November
      27, 2006 between the Company and Aton Ventures Fund Ltd.(16)                                                                 
|10.27   | First Amendment to Loan
      Agreement dated November 27, 2006 between the Company and Asset Protection
      Fund Ltd.(16)                                                     
|10.28   | Convertible Promissory Note dated November 27,
      2006 between the Company and Aton Ventures Fund Ltd.(16)                                                                    
|10.29   | Convertible Promissory Note
      dated November 27, 2006 between the Company and Asset Protection Fund
      Ltd.(16)                                                           
|10.30   | Quitclaim Deed for the New York Canyon Project
      dated March 12, 2007.(17)                                                                                                   
|10.31   | Sponsorship Agreement dated
      March 29, 2007 between the Company and Union Securities
      Ltd.(18)                                                                         
|10.32   | Engagement Letter dated March 29, 2007 between
      the Company and Union Securities Ltd.(18)                                                                                   
|10.33   | Second Amendment to Loan
      Agreement dated April 12, 2007 between the Company and Aton Ventures Fund
      Ltd.(18)                                                          
|10.34   | Second Amendment to Loan Agreement dated April
      11, 2007 between the Company and Asset Protection Fund Ltd.(18)                                                             
|10.35   | Loan Agreement dated April 25,
      2007 between the Company and Aton Select Fund                                                                                               

14

---

|Exhibit |                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                             
|        | Limited.(18)                                                                                                                                       
|10.36   | Loan Agreement dated April 25, 2007 between the
      Company and Anthony Harvey for the loan of CDN$50,000.(18)                                   
|10.37   | Loan Agreement dated April 25,
      2007 between the Company and Anthony Harvey for the loan of
      $100,000.(18)                               
|10.38   | Promissory Note dated April 25, 2007 between
      the Company and Aton Select Fund Limited.(18)                                                   
|10.39   | Promissory Note dated April 25,
      2007 between the Company and Anthony Harvey for the loan of
      CDN$50,000.(18)                            
|10.40   | Promissory Note dated April 25, 2007 between
      the Company and Anthony Harvey for the loan of $100,000.(18)                                    
|10.41   | Termination Agreement dated
      September 25, 2007 between the Company and Mark Reynolds.(19)                                                    
|10.42   | Third Amendment to Loan Agreement dated
      November 30, 2007 between the Company and Aton Ventures Fund
      Ltd.(20)                          
|10.43   | Third Amendment to Loan
      Agreement dated November 30, 2007 between the Company and Asset Protection
      Fund Ltd.(20)                       
|10.44   | Convertible Promissory Note dated November 30,
      2007 between the Company and Aton Ventures Fund Ltd.(20)                                      
|10.45   | Convertible Promissory Note
      dated November 30, 2007 between the Company and Asset Protection Fund
      Ltd.(20)                             
|10.46   | Management Consulting Agreement dated December
      1, 2007 between the Company, ARH Management Ltd. and Anthony
      Harvey.(20)                
|10.47   | Management Consulting Agreement
      dated December 1, 2007 between the Company, Ainsworth-Jenkins Holdings
      Inc. and Benjamin Ainsworth.(20)
|10.48   | 2007 Stock Incentive Plan.(20)                                                                                                                     
|10.49   | Form of Non-Qualified Stock
      Option Agreement between the Company and Directors and
      Officers.(20)                                       
|10.50   | Loan Agreement dated April 1, 2008 between the
      Company and Anthony Harvey.(21)                                                               
|10.51   | Promissory Note dated April 1,
      2008 between the Company and Anthony Harvey.(21)                                                              
|10.52   | Loan Agreement dated May 8, 2008 between the
      Company and Anthony Harvey.(22)                                                                 
|10.53   | Promissory Note dated May 8,
      2008 between the Company and Anthony Harvey.(22)                                                                
|10.54   | First Amendment to Loan Agreement dated May 9,
      2008 between the Company and Aton Select Fund Limited.(22)                                    
|10.55   | Convertible Promissory Note
      dated May 9, 2008 between the Company and Aton Select Fund
      Limited.(22)                                    
|10.56   | First Amendment to Loan Agreement dated May 9,
      2008 between the Company and Anthony Harvey for the loan of
      $100,000.(22)               
|10.57   | Convertible Promissory Note
      dated May 9, 2008 between the Company and Anthony Harvey for the loan of
      $100,000.(22)                     
|10.58   | First Amendment to Loan Agreement dated May 9,
      2008 between the Company and Anthony Harvey for the loan of
      CDN$50,000.(22)             
|10.59   | Convertible Promissory Note
      dated May 9, 2008 between the Company and Anthony Harvey for the loan of
      CDN$50,000.(22)                   
|10.60   | Loan Agreement dated July 7, 2008 between the
      Company and Anthony Harvey for the loan of CDN $25,000.(23)                                    
|10.61   | Promissory Note dated July 7,
      2008 between the Company and Anthony Harvey for the loan of CDN
      $25,000.(23)                             
|10.62   | Fourth Amendment to Loan Agreement dated
      January 13, 2009 between the Company and Aton Ventures Fund
      Ltd.(24)                          

15

---

|Exhibit |                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                
|10.63   | Convertible Promissory
        Note dated January 13, 2009 between the Company and Aton Ventures Fund
        Ltd.(24)                                                
|10.64   | Fourth Amendment to Loan Agreement
        dated January 13, 2009 between the Company and Asset Protection Fund Ltd.(24)                                              
|10.65   | Convertible Promissory
        Note dated January 13, 2009 between the Company and Asset Protection Fund
        Ltd.(24)                                             
|10.66   | First Amendment to Loan Agreement
        dated January 13, 2009 between the Company and Anthony Harvey for the
        loan of $25,000 USD.(24)                      
|10.67   | Convertible Promissory
        Note dated January 13, 2009 between the Company and Anthony Harvey for
        the loan of $25,000 USD.(24)                            
|10.68   | First Amendment to Loan Agreement
        dated January 13, 2009 between the Company and Anthony Harvey for the
        loan of $25,000 CDN.(24)                      
|10.69   | Convertible Promissory
        Note dated January 13, 2009 between the Company and Anthony Harvey for
        the loan of $25,000 CDN.(24)                            
|10.70   | First Amendment to Loan Agreement
        dated January 13, 2009 between the Company and Anthony Harvey for the
        loan of $25,000 CDN.(24)                      
|10.71   | Convertible Promissory
        Note dated January 13, 2009 between the Company and Anthony Harvey for
        the loan of $25,000 CDN.(24)                            
|10.72   | Subscription and Debt Settlement
        Agreement dated for reference June 15, 2009 between the Company and Aton
        Ventures Fund Ltd.(26)                      
|10.73   | Subscription
        and Debt Settlement Agreement dated for reference June 15, 2009 between
        the Company and Silver BF Energy Ventures Sdn. Bhd.(26)          
|10.74   | Subscription and Debt Settlement
        Agreement dated for reference June 15, 2009 between the Company and Asset
        Protection Fund Ltd.(26)                   
|10.75   | Subscription
        and Debt Settlement Agreement dated for reference June 15, 2009 between
        the Company and Barroco Foundation.(26)                          
|10.76   | Subscription and Debt Settlement
        Agreement dated for reference June 15, 2009 between the Company and Aton
        Select Fund Limited.(26)                    
|10.77   | 2009 Stock Option
        Plan.(27)                                                                                                                                   
|10.78   | Form of Non-Qualified Stock Option
        Agreement between Canyon Copper Corp. and Directors and Officers.(27)                                                      
|14.1    | Code of Ethics.(2)                                                                                                                                                    
|31.1    | Certification
        of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                               
|31.2    | Certification
        of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                               
|32.1    | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2    | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.1    | Audit Committee Charter.(2)                                                                                                                                           
|99.2    | Disclosure Committee
        Charter.(2)                                                                                                                              

Notes:

|(1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on April 26, 2000.
|--- | ---------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on August 26, 2003.                 
|(3) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 8, 2004.                     
|(4) | Filed with the SEC as an exhibit to our Registration
      Statement on Form S-8 filed on June 17, 2004.             
|(5) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 20, 2004.                   
|(6) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 8, 2004.                 
|(7) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 22, 2005.            
|(8) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 23, 2005.                 

16

---

|(9)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 7, 2006.      
|---- | ---------------------------------------------------------------------------------------------------------
|(10) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 16, 2006.
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 10, 2006.        
|(12) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 22, 2006.     
|(13) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 15, 2006.    
|(14) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 7, 2006.     
|(15) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 13, 2006.    
|(16) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 13, 2006.     
|(17) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 26, 2007.        
|(18) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 21, 2007.     
|(19) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on September 28, 2007.  
|(20) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 6, 2007.      
|(21) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 7, 2008.         
|(22) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed on May 15, 2008.       
|(23) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 11, 2008.         
|(24) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on January 20, 2009.      
|(25) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on May 19, 2009.          
|(26) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 6, 2009.          
|(27) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 24, 2009.       

17

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

|                         |     | CANYON COPPER CORP.                                        
|------------------------ | --- | -----------------------------------------------------------
|                         |     |                                                            
|                         |     |                                                            
|Dated: November 13, 2009 | By: |                                                            
|                         |     | /s/
      Anthony R. Harvey                                
|                         |     | ANTHONY R. HARVEY                                          
|                         |     | Chairman and Chief Executive Officer                       
|                         |     | (Principal Executive Officer)                              
|                         |     |                                                            
|                         |     |                                                            
|                         |     |                                                            
|                         |     |                                                            
|Dated: November 13, 2009 | By: |                                                            
|                         |     | /s/
      Kurt Bordian                                     
|                         |     | KURT BORDIAN                                               
|                         |     | Chief Financial Officer and Treasurer                      
|                         |     | (Principal Accounting Officer and Principal
      Financial
|                         |     | Officer)                                                   

---