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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 March 31, 2011

[ ] 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
May 4, 2011, the Registrant had 61,928,359 shares of common stock, par value of
$0.00001 per share, issued and outstanding.

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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 and nine month periods ended
March 31, 2011 are not necessarily indicative of the results that can be
expected for the year ending June 30, 2011.

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)
|March 31, 2011                
|(Expressed in U.S. dollars)   
|(unaudited)                   

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)   

|                                                                                                                                        |  | March 31,   |   |  | June 30,    |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                                                                        |  | 2011        |   |  | 2010        |  
|                                                                                                                                        |  | $           |   |  | $           |  
|                                                                                                                                        |  | (unaudited) |   |  |             |  
|ASSETS                                                                                                                                  |  |             |   |  |             |  
|Current Assets                                                                                                                          |  |             |   |  |             |  
|Cash                                                                                                                                    |  | 10,601      |   |  | 252,918     |  
|Prepaid expenses and deposits                                                                                                           |  | 41,440      |   |  | 3,351       |  
|Total Current Assets                                                                                                                    |  | 52,041      |   |  | 256,269     |  
|Deferred financing costs                                                                                                                |  | 36,019      |   |  |            |  
|Total Assets                                                                                                                            |  | 88,060      |   |  | 256,269     |  
|                                                                                                                                        |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIT                                                                                             |  |             |   |  |             |  
|Current Liabilities                                                                                                                     |  |             |   |  |             |  
|Accounts payable
      (Note 4)                                                                                                         |  | 270,924     |   |  | 142,655     |  
|Accrued liabilities                                                                                                                     |  | 9,940       |   |  | 2,288       |  
|Due to related parties (Note 4)                                                                                                         |  | 411,650     |   |  | 292,580     |  
|Total Current Liabilities                                                                                                               |  | 692,514     |   |  | 437,523     |  
|Due to related parties (Note 4)                                                                                                         |  | 204,369     |   |  |            |  
|Total Liabilities                                                                                                                       |  | 896,883     |   |  | 437,523     |  
|Nature of Operations and
      Continuance of Business (Note 1)                                                                         |  |             |   |  |             |  
|Contingent Liability (Note 8)                                                                                                           |  |             |   |  |             |  
|Commitment (Note 9)                                                                                                                     |  |             |   |  |             |  
|Subsequent Event (Note 10)                                                                                                              |  |             |   |  |             |  
|                                                                                                                                        |  |             |   |  |             |  
|Stockholders Deficit                                                                                                                   |  |             |   |  |             |  
|Preferred stock 
         Authorized:
      100,000,000 shares, par value $0.00001 
         Issued and
    outstanding: 500,000 shares |  | 5           |   |  | 5           |  
|Common stock 
        
      Authorized: 131,666,666 shares, par value $0.00001 
         Issued
    and outstanding: 61,928,359 shares |  | 619         |   |  | 619         |  
|Additional paid-in capital                                                                                                              |  | 20,803,609  |   |  | 20,803,609  |  
|Deficit accumulated during the exploration stage                                                                                        |  | (21,613,056 | ) |  | (20,985,487 | )
|Total Stockholders Deficit                                                                                                             |  | (808,823    | ) |  | (181,254    | )
|Total Liabilities and Stockholders Deficit                                                                                             |  | 88,060      |   |  | 256,269     |  

(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                |  
|                                                            |  | Three Months |   |  | Three Months |   |  | Nine Months |   |  | Nine Months |   |  | January 21, 2000    |  
|                                                            |  | Ended        |   |  | Ended        |   |  | Ended       |   |  | Ended       |   |  | (date of inception) |  
|                                                            |  | March 31,    |   |  | March 31,    |   |  | March 31,   |   |  | March 31,   |   |  | to March 31,        |  
|                                                            |  | 2011         |   |  | 2010         |   |  | 2011        |   |  | 2010        |   |  | 2011                |  
|                                                            |  | $            |   |  | $            |   |  | $           |   |  | $           |   |  | $                   |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Revenue                                                     |  |             |   |  |             |   |  |            |   |  |            |   |  |                    |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Operating Expenses                                          |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Depreciation                                                |  |             |   |  |             |   |  |            |   |  |            |   |  | 5,540               |  
|Foreign exchange loss                                       |  | 19,989       |   |  | 9,078        |   |  | 45,454      |   |  | 43,134      |   |  | 20,973              |  
|General and
      administrative (Note 4)                   |  | 133,738      |   |  | 69,161       |   |  | 311,149     |   |  | 625,644     |   |  | 9,780,543           |  
|Impairment of mineral property
      costs                  |  |             |   |  |             |   |  |            |   |  |            |   |  | 2,759,130           |  
|Impairment of
      property and equipment                  |  |             |   |  |             |   |  |            |   |  |            |   |  | 10,811              |  
|Mineral exploration costs                                   |  | 18,878       |   |  | 31,500       |   |  | 261,143     |   |  | 269,413     |   |  | 5,186,616           |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Total Operating Expenses                                    |  | 172,605      |   |  | 109,739      |   |  | 617,746     |   |  | 938,191     |   |  | 17,763,613          |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Operating Loss                                              |  | (172,605     | ) |  | (109,739     | ) |  | (617,746    | ) |  | (938,191    | ) |  | (17,763,613         | )
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Other Income (Expense)                                      |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Accretion of discounts on
      convertible debt            |  |             |   |  |             |   |  |            |   |  |            |   |  | (799,963            | )
|Debt conversion
      expense                               |  |             |   |  |             |   |  |            |   |  |            |   |  | (2,010,076          | )
|Gain on change in fair values of
      derivative liability |  |             |   |  |             |   |  |            |   |  |            |   |  | 432,715             |  
|Gain on
      settlement of related party debt              |  |             |   |  |             |   |  |            |   |  |            |   |  | (2,871              | )
|Gain on write-off of accounts
      payable                 |  |             |   |  |             |   |  |            |   |  |            |   |  | 3,020               |  
|Impairment of
      investment securities                   |  |             |   |  |             |   |  |            |   |  |            |   |  | (459,817            | )
|Interest expense                                            |  | (6,887       | ) |  |             |   |  | (9,823      | ) |  | (1,169      | ) |  | (348,567            | )
|Loss on
      extinguishment of debt                        |  |             |   |  |             |   |  |            |   |  |            |   |  | (252,454            | )
|Loss on sale of investment securities                       |  |             |   |  |             |   |  |            |   |  |            |   |  | (411,430            | )
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Total Other Income (Expense)                                |  | (6,887       | ) |  |             |   |  | (9,823      | ) |  | (1,169      | ) |  | (3,849,443          | )
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Net
      Loss                                              |  | (179,492     | ) |  | (109,739     | ) |  | (627,569    | ) |  | (939,360    | ) |  | (21,613,056         | )
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Net
      Loss Per Share, Basic and Diluted                 |  |             |   |  |             |   |  | (0.01       | ) |  | (0.02       | ) |  |                     |  
|                                                            |  |              |   |  |              |   |  |             |   |  |             |   |  |                     |  
|Weighted Average Shares Outstanding                         |  | 61,928,359   |   |  | 61,928,000   |   |  | 61,928,359  |   |  | 60,167,000  |   |  |                     |  

(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)                  

|                                                                                  |  | Nine Months |   |  | Nine Months |  
|--------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                  |  | Ended       |   |  | Ended       |  
|                                                                                  |  | March 31,   |   |  | March 31,   |  
|                                                                                  |  | 2011        |   |  | 2010        |  
|                                                                                  |  | $           |   |  | $           |  
|Operating Activities                                                              |  |             |   |  |             |  
|Net loss                                                                          |  | (627,569    | ) |  | (939,360    | )
|Adjustments to reconcile net
      loss to net cash used in operating activities: |  |             |   |  |             |  
|Foreign exchange translation loss on debt                                         |  | 4,729       |   |  | 4,991       |  
|Stock-based
      compensation                                                    |  |            |   |  | 362,614     |  
|Changes in
      operating assets and liabilities:                                |  |             |   |  |             |  
|Prepaid expenses
      and deposits                                               |  | (74,108     | ) |  | (38,549     | )
|Accounts payable and accrued liabilities                                          |  | 135,921     |   |  | (151,503    | )
|Due to related parties                                                            |  | 119,070     |   |  | 115,124     |  
|Net Cash Used in Operating Activities                                             |  | (441,957    | ) |  | (646,683    | )
|Financing Activities                                                              |  |             |   |  |             |  
|Advances
      from related parties                                               |  | 199,640     |   |  |            |  
|Proceeds from share
      subscriptions and issuance of common stock              |  |            |   |  | 625,000     |  
|Repayment of notes payable                                                        |  |            |   |  | (94,502     | )
|Net
      Cash Provided by Financing Activities                                   |  | 199,640     |   |  | 530,498     |  
|Decrease in Cash                                                                  |  | (242,317    | ) |  | (116,185    | )
|Cash, Beginning of Period                                                         |  | 252,918     |   |  | 427,116     |  
|Cash, End of Period                                                               |  | 10,601      |   |  | 310,931     |  
|Supplemental Disclosures:                                                         |  |             |   |  |             |  
|Interest
      paid                                                               |  |            |   |  | 26,729      |  
|Income taxes paid                                                                 |  |            |   |  |            |  

(The accompanying notes are an integral part of these financial
  statements)

F-3

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|CANYON COPPER CORP.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|March 31, 2011                   
|(Expressed in U.S. dollars)      
|(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
      Financial Accounting Standards Board (FASB) Accounting Standards
      Codification (ASC) 915, Development Stage Entities. 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 raising 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 debt or
      equity financing and/or attain profitable mining operations. As at March
      31, 2011, the Company has not generated any revenue, has a working capital
      deficit of $640,473, and has accumulated losses of $21,613,056 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 March 31, 2011, the Company had cash
      of $10,601 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 $942,000. 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

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|CANYON COPPER CORP.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|March 31, 2011                   
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
      (continued)                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                      
|   | (c)                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   | (d)                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   | (e)                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|3. | Mineral Properties                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | On August 5, 2010, the Company entered into a Purchase
      and Sale Agreement with a company with common directors and officers,
      whereby the Company sold 39 mineral claims located in the Mineral County,
      Nevada, for consideration of $10 and the retention of a 2% net smelter
      return royalty.
|   |                                                                                                                                                                                                                                                                                                                      
|4. | Related Party Transactions                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                      

F-5

---

|CANYON COPPER CORP.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|March 31, 2011                   
|(Expressed in U.S. dollars)      
|(unaudited)                      

|4. | Related Party Transactions (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On November 24, 2010, the Company effected a 79-for-100
      reverse stock split of the authorized, issued and outstanding common
      stock. As a result, the authorized share capital decreased from
      166,666,666 shares of common stock with a par value of $0.00001 per share
      to 131,666,666 shares of common stock with a par value of $0.00001 per
      share. All share amounts have been retroactively adjusted for all periods
      presented.                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On August 21, 2009, the Board of Directors of the Company
      adopted the Companys 2009 Stock Option Plan (the 2009 Plan). A total of
      6,162,000 shares of the Companys common stock are available for issuance
      under the 2009 Plan. As at March 31, 2011, the Company had 3,041,500 stock
      options available for granting pursuant to the 2009 Plan.                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On August 21, 2009, the Company issued non-qualified
      stock options to purchase a total of 3,239,000 shares of common stock to
      various employees, officers, directors and consultants of the Company, of
      which 3,120,500 stock options were issued pursuant to the 2009 Plan. The
      options were granted with an exercise price of $0.13 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 option.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the nine months ended March 31, 2011, the Company
      recorded stock-based compensation of $nil (2010 - $362,614) as general and
      administrative expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | A summary of the Companys stock option activity is as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                                                                                                                                   |           | Weighted |          
| | --------------------------------------------------------------------------------------------------------------------------------- | --------- | -------- | ---------
| |                                                                                                                                   |           | Average  | Aggregate
| |                                                                                                                                   |           | Exercise | Intrinsic
| |                                                                                                                                   | Number of | Price    | Value    
| |                                                                                                                                   | Options   | $        | $        
| |                                                                                                                                   |           |          |          
| | Outstanding and exercisable, June 30, 2010 and March 31,
      2011                                                               | 3,548,417 | 0.27     |         
| |                                                                                                                                   |           |          |          
| | As at March 31, 2011, the
      weighted average remaining contractual life of the outstanding stock
      options is 3.09 years.

F-6

---

|CANYON COPPER CORP.              
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|March 31, 2011                   
|(Expressed in U.S. dollars)      
|(unaudited)                      

|7. | 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, 2010  | 9,047,321   | 0.13    
| |                         |             |         
| | Expired                 | (1,290,333) | 0.46    
| |                         |             |         
| | Balance, March 31, 2011 | 7,756,988   | 0.08    

As at March 31, 2011, the following
  share purchase warrants were outstanding:

| |           | Exercise |               | 
| | --------- | -------- | ------------- | 
| | Number of | Price    |               | 
| | Warrants  | $        | Expiry Date   | 
| |           |          |               | 
| | 7,756,988 | 0.08     | June 30, 2011 | 

|8.  | Contingent Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.  | Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On January 26, 2011, the Company entered into an
      agreement whereby an agent will try and secure a private placement
      offering of 4,285,714 units at a price of Cdn$0.35 (offering price) per
      unit for gross proceeds of up to Cdn$1,500,000 (brokered offering). Each
      unit will consist of one share of common stock and one-half share purchase
      warrant with each whole share purchase warrant exercisable at Cdn$0.50 per
      share for a period of eighteen months. The Company has agreed to grant the
      agent an over-allotment option to purchase up to 2,857,142 units at the
      offering price for gross proceeds of Cdn$1,000,000 within ten business
      days of the closing of the brokered offering. The agent will receive a
      cash commission equal to 6% of the gross proceeds of the brokered offering
      and a non-transferable option entitling the agent to purchase up to 6% of
      the units sold under the brokered offering and the over-allotment option
      at the offering price for a period of eighteen months from the date the
      Company gets listed on the TSX Venture Exchange. Upon execution of the
      agreement, the Company is to pay the agent a non-refundable fee of
      Cdn$11,200 which will be credited against the agents legal costs on
      closing. The agent has also agreed to act as the sponsor in support of the
      Companys listing on the TSX Venture Exchange. The Company will pay the
      agent a sponsorship fee of Cdn$20,000 and reimburse the agent for legal
      (capped at Cdn$25,000), due diligence (Cdn$5,000) and out-of-pocket
      expenses. The Company has paid a non-refundable payment of $36,019
      (Cdn$35,000) which has been recorded as deferred financing costs as at
      March 31, 2011
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Subsequent to March 31, 2011, the Company has received
      gross proceeds of Cdn$623,986 and further share subscription commitments
      totalling $548,324. The Company had approved a non-brokered private
      placement of up to 9,142,857 units at Cdn$0.35 per unit for gross proceeds
      of up to Cdn$3,200,000. Each unit will consist of one share and one-half
      share purchase warrant, with each whole share purchase warrant entitling
      the holder to purchase an additional share at a price of $0.50 per share
      for a period of eighteen months from the date of issuance. The Company
      will also have the right to accelerate the expiry date of the warrants if
      the trading price of the Companys common stock has been equal to or
      greater than $0.60 for ten consecutive trading
      days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-7

---

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
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. Forward-looking
statements involve known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Such
factors include, among others, general business, economic, competitive,
political and social uncertainties; the actual results of current exploration
activities; actual results of reclamation activities; conclusions of economic
evaluations; changes in project parameters as plans continue to be refined;
changes in labor costs or other costs of production; future mineral prices;
equipment or processes to operate as anticipated; accidents, labor disputes and
other risks of the mining industry, including but not limited to environmental
hazards, cave-ins, pit-wall failures, flooding, rock bursts and other acts of
God or unfavorable operating conditions and losses; political instability,
insurrection or war; delays in obtaining governmental approvals or financing or
in the completion of development or construction activities, as well as those
factors discussed in the section titled "Part II - Item 1A. Risk Factors" in
this Quarterly Report.

Forward looking statement are based on a number of material
factors and assumptions, including the results of exploration and drilling
activities, the availability and final receipt of required approvals, licenses
and permits, that sufficient working capital is available to complete proposed
exploration and drilling activities, that contracted parties provide goods
and/or services on the agreed time frames, the equipment necessary for
exploration is available as scheduled and does not incur unforeseen break downs,
that no labor shortages or delays are incurred and that no unusual geological or
technical problems occur. While the Company considers these assumptions may be
reasonable based on information currently available to it, they may prove to be
incorrect. Actual results may vary from such forward-looking information for a
variety of reasons, including but not limited to risks and uncertainties
disclosed in the section titled Part II - Item 1A. Risk Factors in this
Quarterly Report.

We intend to discuss in our Quarterly Reports and Annual
Reports any events or circumstances that occurred during the period to which
such documents relate that are reasonably likely to cause actual events or
circumstances to differ materially from those disclosed in this Quarterly
Report. New factors emerge from time to time, and it is not possible for
management to predict all of such factors and to assess in advance the impact of
each such factor on our business or the extent to which any factor, or
combination of such factors, may cause actual results to differ materially from
those contained in any forwarding looking statement.

We advise you to carefully review the reports and documents
we file from time to time with the United States Securities and Exchange
Commission (the SEC), particularly our periodic reports filed with the SEC
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

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 a major claim block of 1,293 mineral claims, covering approximately 25,860
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.

3

---

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 nine
month period ended March 31, 2011 and changes in our financial condition from
our fiscal year ended June 30, 2010. 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, 2010 filed with the SEC on September 28, 2010.

Due to insufficient capital, we did not conduct any exploration
work on our New York Canyon Project during the nine month period ended March 31,
2011. Our exploration program for the New York Canyon Project involves the
following:

| | (i)   | Re-analysis of 2006 Longshot Ridge drill pulps, duplicate
      samples, blank samples and standards by an independent laboratory to
      determine the correct copper values;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                
| | (ii)  | Acquiring representative mineralized material at Longshot
      Ridge for metallurgical test work samples to determine the optimal copper
      beneficiation process; and     
| |       |                                                                                                                                                                                
| | (iii) | Initiate environmental base line studies for permitting
      advanced exploration.                                                                                            

In order to implement our exploration program and to continue
our operations, we anticipate that we will require the following:

12 Month TotalITEM AND ACTIVITY
    
    BudgetLAND STATUS2011 - 2012 unpatented claim maintenance fees
    $
    195,000Monthly Payments  Patented Claims
    
    72,000EXPLORATION PROGRAMRe-assay 2006 Longshot Ridge drill pulps
    
    180,000Metallurgical sampling and testing
    
    125,000Environmental base line study work
    
    85,000Geological mapping
    
    30,000Filed supplies and support
    
    30,000Management fee
    
    50,000Contingency
    
    55,000GENERAL AND ADMINISTRATIVE EXPENSESGeneral and Administrative
    
    120,000TOTAL
    $
    942,000


As at March 31, 2011, we had cash of $10,601 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 $942,000.
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 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.

4

---

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

|                   |   | Three Months Ended |   |   | Percentage |   |  | Nine Months Ended |  |   | Percentage |  
|------------------ | - | ------------------ | - | - | ---------- | - |  | ----------------- |  | - | ---------- | -
|                   |   | March 31           |   |   | Increase / |   |  | March 31          |  |   | Increase / |  
|                   |   | 2011               |   |   | 2010       |   |  | (Decrease)        |  |   | 2011       |  
|Revenue            | $ | -                  |   | $ | -          |   |  | n/a               |  | $ | -          |  
|                   |   |                    |   |   |            |   |  |                   |  |   |            |  
|Operating Expenses |   | (172,605           | ) |   | (109,739   | ) |  | 57.3%             |  |   | (617,746   | )
|                   |   |                    |   |   |            |   |  |                   |  |   |            |  
|Other Expenses     |   | (6,887             | ) |   | -          |   |  | 100%              |  |   | (9,823     | )
|                   |   |                    |   |   |            |   |  |                   |  |   |            |  
|Net Loss           | $ | (179,492           | ) | $ | (109,739   | ) |  | 63.6%             |  | $ | (627,569   | )

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 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 and nine month periods ended March
31, 2011 and 2010 consisted of the following:

|                           |   | Three Months Ended |  |   | Percentage |  |  | Nine Months Ended |    |   | Percentage | 
|-------------------------- | - | ------------------ |  | - | ---------- |  |  | ----------------- | -- | - | ---------- | 
|                           |   | March 31           |  |   | Increase / |  |  | March 31          |    |   | Increase / | 
|                           |   | 2011               |  |   | 2010       |  |  | (Decrease)        |    |   | 2011       | 
|Operating Expenses:        |   |                    |  |   |            |  |  |                   |    |   |            | 
|Foreign exchange loss      | $ | 19,989             |  | $ | 9,078      |  |  | 120.2%            |    | $ | 45,454     | 
|General and administrative |   | 133,738            |  |   | 69,161     |  |  | 93.4%             |    |   | 311,149    | 
|Mineral exploration costs  |   | 18,878             |  |   | 31,500     |  |  | (40.1             | )% |   | 261,143    | 
|Sub-total                  | $ | 172,605            |  | $ | 109,739    |  |  | 57.3%             |    | $ | 617,746    | 
|Other Expenses:            |   |                    |  |   |            |  |  |                   |    |   |            | 
|Interest expense           |   | 6,887              |  |   | -          |  |  | 100%              |    |   | 9,823      | 
|Sub-total                  | $ | 6,887              |  | $ | -          |  |  | 100%              |    | $ | 9,823      | 
|Total Expenses             | $ | 179,492            |  | $ | 109,739    |  |  | 63.6%             |    | $ | 627,569    | 

Our operating expenses increased from $109,739, during the
three months ended March 31, 2010, to $172,605, during the three months ended
March 31, 2011. The increase in our operating expenses is due to increases in
general administrative expenses and foreign exchange loss. This was partially
offset by decreases in mineral exploration costs.

5

---

Our operating expenses decreased from $939,191, during the nine
months ended March 31, 2010, to $617,746, during the nine months ended March 31,
2011. The decrease in our operating expenses is due to decreases in general
administrative expenses and mineral exploration costs. This was partially offset
by a slight increase in foreign exchange loss.

General and administration expenses, during the three and nine
months ended March 31, 2011, primarily consisted of: (i) consulting fees
incurred for services provided by our executive officers; and (ii) legal and
accounting fees in connection with meeting our ongoing reporting requirements
under the Securities Exchange Act of 1934.

Mineral exploration costs, during the three and nine months
ended March 31, 2011, consisted of annual payments to maintain the New York
Canyon Project in good standing, mineral lease payments and consulting fees in
connection with our New York Canyon Project.

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 March 31, 2011 |   |   | At June 30, 2010 |   |  | Increase / Decrease | 
|Current Assets          | $ | 52,041            |   | $ | 256,269          |   |  | (79.7)%             | 
|Current Liabilities     |   | (692,514          | ) |   | (437,523         | ) |  | 58.3%               | 
|Working Capital Deficit | $ | (640,473          | ) | $ | (181,254         | ) |  | 253.4%              | 

|Cash Flows                                  |   |                   |   |   |                   |  
|------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                            |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                            |   | March 31, 2011    |   |   | March 31, 2010    |  
|Cash Used in Operating
      Activities     | $ | (441,957          | ) | $ | (646,683          | )
|Cash Provided by Investing Activities       |   | -                 |   |   | -                 |  
|Cash Provided by Financing
      Activities |   | 199,640           |   |   | 530,498           |  
|Net Decrease in Cash During Period          | $ | (242,317          | ) | $ | (116,185          | )

As at March 31, 2011, we had a working capital deficit of
$640,473 as compared to a working capital deficit of $181,254 as at June 30,
2010. The increase to our working capital deficit is primarily a result of a
significant decrease in cash in order to meet ongoing operating expenses and
mineral claim payments on our New York Canyon Project.

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 $627,569 for the nine months
ended March 31, 2011 and have an accumulated deficit of $21,613,056 since
inception. As at March 31, 2011, we had cash of $10,601 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 $942,000.
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. In January 2011, our Board of Directors approved the following
private placement offerings.

Non-Brokered Private Placement

We have approved the Non-Brokered Offering of 9,000,000 units
(the Units) at a price of CDN $0.35 per Unit. Each Unit will consist of one
share of our common stock and one-half share purchase warrant (the
“Warrants”), with each whole warrant entitling the holder to purchase an additional share of our common stock at a price of CDN $0.50 per share for a period of eighteen months from the date of issuance of the Units. We may accelerate
the expiry date of the Warrants if the trading price of our common stock is equal to or greater than CDN $0.60 per share for ten consecutive trading days. The Non-Brokered Offering will be made to persons who are not “U.S. Persons”
as defined by Regulation S of the Securities Act of 1933.

6

---

Section 4(2) Private Placement

On January 19, 2011, we also approved a private placement offering of 142,857 Units at a price of CDN $0.35 per Unit for gross proceeds of up to $50,000. This offering will be completed pursuant to Section 4(2) of the Securities Act of 1933
to persons who are either a director or executive officer of the Company. The Units issued under this offering will be on the same terms as the Non-Brokered Offering.

Brokered Private Placement

On January 26, 2011, we entered into an engagement letter with MGI Securities Inc. (“MGI”) whereby MGI has agreed to act as the agent for a private placement offering of 4,285,714 units at a price of CDN $0.35 per Unit for gross
proceeds of up to CDN $1,500,000 (the “Brokered Offering”). Each Unit will consist of one share of our Common Stock and one-half share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of
our common stock at a price of CDN $0.50 per share for a period of 18 months from the date of issuance of the Units. We may accelerate the expiry date of the warrants if the trading price of our common stock is equal to or greater than CDN
$0.60 per share for ten consecutive days. We agreed to grant MGI an over-allotment option to purchase up to 2,857,142 Units at the offering price for gross proceeds of CDN $1,000,000 within ten business days of closing of the Brokered
Offering.

In consideration of MGI acting as agent, we have agreed to pay a cash commission to MGI equal to 6% of the gross proceeds of the Brokered Offering and the Over-Allotment Option and issue to MGI a non-transferable option entitling MGI to purchase up
to 6% of the Units sold under the Brokered Offering and the Over-Allotment Option at the Offering Price for a period of 18 months from completion of the Liquidity Event (defined below) or such other transaction which will result our shares, or a
successor corporation, being freely tradable on a recognized Canadian stock exchange.

The Brokered Offering and the Over-Allotment Option will be completed pursuant to Regulation S of the United States Securities Act of 1933 and Canadian National Instrument 45-106 – Prospectus and Registration Exemptions.

The proceeds of the three private placement offerings will be used for work on our New York Canyon Project, working capital and general corporate purposes. There is no assurance that the private placement offerings or any part of them will be
completed.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of our securities in the United States. The securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold
within the United States or to U.S. persons unless an exemption from such registration is available.

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.

7

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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 our audited
financial statements included in our Annual Report for the year ended June 30, 2010.

Mineral Property Costs

We have been in the exploration stage since our 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. We assess the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When we
have 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.

Long-Lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.
Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess
of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined
based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable
and exceeds fair value.

Stock-Based Compensation

We record stock-based compensation in accordance with ASC 718, “Compensation – Stock Based Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, 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.

ASC 718 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.

8

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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 March 31, 2011 (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, 2010 (the 2010 Annual Report).

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in our 2010 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2011 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 March 31, 2011 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

9

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Other than as previously disclosed in our 2010 Annual Report,
we are not party to any legal proceedings and there have been no material
developments to the proceedings previously disclosed in our 2010 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 $627,569 for the nine
months ended March 31, 2011 and have an accumulated deficit of $21,613,056 since
inception. As at March 31, 2011, we had cash of $10,601 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 $942,000.
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 obtaining adequate financing to complete our
exploration activities. These conditions, as indicated in our audit report
included in our 2010 Annual Report, 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.

10

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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 $195,000;
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.

11

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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;                                   

12

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| | (f) | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                 
| | (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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------

13

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|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;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|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 5. OTHER INFORMATION.

Amendments to 2009 Stock Option Plan

On May 4, 2011, we amended our 2009 Stock Option Plan (the
Plan) in order to satisfy certain requirements set out in TSX Venture Exchange
(the Exchange) Policy 4.4  Incentive Stock Options. In particular, we
amended the 2009 Stock Option Plan as follows:

|(a) | The maximum number of shares issuable under the Plan was
      amended from a fixed amount to a 10% rolling plan.                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | In any twelve month period, no more than: (i) 5% of the
      issued and outstanding shares may be reserved for issuance to any one
      individual; (ii) 2% of the issued and outstanding shares may be reserved
      for issuance to any one consultant; and (iii) 2% of the issued and
      outstanding shares may be reserved for issuance to all employees engaged
      in providing Investor Relations Activities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | Disinterested stockholder approval will be required for
      any future amendments to the Plan or any option in respect of options
      granted to insiders involving a reduction of the exercise price, including
      a reduction effected by cancelling an existing option followed by a grant
      of new options exercisable at a lower price within the subsequent
    year.                                      

14

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The above description of the amendments to the 2009 Stock
Option Plan does not purport to be complete, and is qualified in its entirety by
reference to the full text of the Amended and Restated 2009 Stock Option Plan,
which is attached as Exhibit 10.86 to this Quarterly Report on Form 10-Q and are
incorporated by reference herein.

Amended and Restated Bylaws

On May 4, 2011, we amended and restated our bylaws (the
Amended and Restated Bylaws). The amendment to the bylaws was for the purpose
of complying with Exchange listing requirements and updating and removing
certain outdated and redundant provisions that existed in our previous bylaws.
The changes that were made in the Amended and Restated Bylaws encompass among
other things the following:

|(a) | Annual Meetings of the Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Amended and Restated Bylaws require us to hold an
      annual meeting of the stockholders each year. Such annual meeting shall be
      no later than the earlier of six months after our most recently completed
      fiscal year or fifteen months after our last annual meeting;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Amended and Restated Bylaws also provide that for
      business to be properly brought before an annual meeting by a stockholder,
      the stockholder must provide notice 120 days prior to the date that is the
      first anniversary of the date of the preceding year's mailing to
      registered stockholders of the proxy statement for our annual meeting of
      stockholders. However, in the event that no annual meeting was held in the
      previous year or the date of the annual meeting has been changed by more
      than thirty (30) days from the date contemplated at the time of the
      previous year's proxy statement, notice by the stockholder to be timely
      must be a reasonable time before we begin to print and send our proxy
      materials to registered stockholders.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Bylaws were also amended to reduce the stockholder
      meeting quorum requirement from a majority of the issued and outstanding
      shares to one percent (1%) of the issued and outstanding shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In order to conform with the Exchanges policies, the
      Amended and Restated Bylaws provide that, in the event that we are listing
      on a Canadian Stock Exchange, any rights of the Board of Directors under
      Nevada law to take action to protect the Corporations interests and its
      stockholders by granting or denying any rights, privileges, power or
      authorities of our stockholders shall not be exercised by the Board of
      Directors                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In addition, the Amended and Restated Bylaws increased
      the vote required to remove a member of the Board of Directors from a
      majority of the issued and outstanding shares to not less than two-thirds
      (2/3) of the issued and outstanding shares entitled to vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Amended and Restated Bylaws have adopted provisions
      that limit the Board of Directors from issuing shares in certain
      circumstances. In particular:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | The Amended and Restated Bylaws also provide that members
      of the Board of Directors who vote for or consent to a resolution
      authorizing the issuance of a share for consideration other than money are
      liable to us for any amount by which the consideration received is less
      than the fair equivalent of the money that we would have received if the
      share had been issued for money. A director will note be liable if he had
      no knowledge or could not reasonably have known that the share was issued
      for consideration less than the fair equivalent of the money.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | Director and Officer Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Amended and Restated Bylaws provide that we are not
      required to indemnify our directors and officers in connection with any
      proceeding unless they: (i) acted honestly and in good faith with a view
      to our best interests, or, as the case may be, to the best interests of
      the other entity for which the individual acted as a director or officer
      or in a similar capacity at our request; and (ii) in the case of a
      criminal or administrative action or proceeding that is enforced by a
      monetary penalty, the person had reasonable grounds for believing that the
      persons conduct was lawful.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(g) | Power to Amend Bylaws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Amended and Restated Bylaws now provide that the
      directors shall have the power to adopt, amend, or repeal these Bylaws.
      However, the directors must submit a Bylaw, or the adoption, amendment or
      repeal of a Bylaw to our stockholders at the next meeting of stockholders,
      and the stockholders may confirm, reject or amend the Bylaw, amendment or
      repeal                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Any Bylaw, or an amendment or a repeal of a Bylaw, is
      effective from the date of the director approval until it is confirmed,
      confirmed as amended or rejected by the stockholders and, where the Bylaw
      is confirmed or confirmed as amended, it will continue in effect in the
      form in which it was so confirmed.                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | If a Bylaw, or an amendment or a repeal of a Bylaw is
      rejected by our stockholders, or if the directors do not submit a Bylaw,
      or amendment or a repeal of a Bylaw to the stockholders, the Bylaw or the
      amendment or repeal of the Bylaw ceases to be effective and no subsequent
      resolution of the directors to adopt, amend or repeal a Bylaw having
      substantially the same purpose or effect is effective until it is
      confirmed or confirmed as amended by the
stockholders.                                                                                                                                      

The above description of the Amended and Restated Bylaws
does not purport to be complete, and is qualified in its entirety by reference
to the full text our Amended and Restated Bylaws, which are attached as Exhibit
3.4 to this Quarterly Report on Form 10-Q and are incorporated by reference
herein.

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.(13)                                                                                                          
|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.(23)
|3.3     | Certificate of Change Pursuant
      to NRS 78.209 decreasing the authorized capital of common stock to
      131,666,666 shares, par value $0.00001 per share.(28)

16

---

|Exhibit |                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                           
|3.4     | Amended and Restated Bylaws.                                                                                                                                                     
|4.1     | Specimen Stock Certificate.(13)                                                                                                                                                  
|10.1    | 2004 Nonqualified Stock Option
      Plan.(3)                                                                                                                                    
|10.2    | 2006 Stock Incentive Plan dated April 5,
      2006.(9)                                                                                                                          
|10.3    | Convertible Preferred Stock
      Purchase Agreement dated July 29, 2004 between the Company and Langley
      Park Investments PLC.(4)                                          
|10.4    | Property Option Agreement dated March 18, 2004
      among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel,
      and Nevada Sunrise LLC (New York Canyon Project).(2)
|10.5    | Lease Agreement dated July 21,
      2004 between the Company and Jaycor Mining, Inc.(5)                                                                                         
|10.6    | Consulting Agreement dated April 5, 2005
      between the Company and Anthony Harvey.(6)                                                                                        
|10.7    | Consulting Agreement dated
      August 5, 2005 between the Company and Chris Broili.(10)                                                                                        
|10.8    | Consulting Agreement dated August 10, 2005
      between the Company and Mel Klohn.(10)                                                                                          
|10.9    | Consulting Agreement dated
  August 22, 2005 between the Company and Carlo Civelli.(10)                                                                                          
|10.10   | Consulting Agreement dated September 20, 2005
      between the Company and Richard Dixon.(7)                                                                                    
|10.11   | Consulting Agreement dated
    September 20, 2005 between the Company and Richard Kehmeier.(7)                                                                                   
|10.12   | Consulting Agreement dated January 6, 2006
      between the Company and Kurt Bordian.(8)                                                                                        
|10.13   | Consulting Agreement dated
    January 19, 2006 between the Company and Mark A. Reynolds.(7)                                                                                     
|10.14   | Consulting Agreement dated February 1, 2006
      between the Company and Linda Erdman.(7)                                                                                       
|10.15   | Consulting Agreement dated
    February 1, 2006 between the Company and Geoffrey Goodall.(7)                                                                                     
|10.16   | Consulting Agreement dated February 1, 2006
      between the Company and Robert Young.(10)                                                                                      
|10.17   | Debt Settlement Agreement dated
    November 8, 2005 between the Company and Cameron Reynolds.(10)                                                                               
|10.18   | Mineral Processing Research Agreement dated
      March 22, 2006 among the Company, Nevada Sunrise, LLC and INTOR Resources
      Corporation.(10)                               
|10.19   | Loan Agreement dated September
  12, 2006 between the Company and Aton Ventures Fund Ltd.(11)                                                                                    
|10.20   | Loan Agreement dated September 11, 2006 between
      the Company and Asset Protection Fund Ltd.(11)                                                                             
|10.21   | Convertible Promissory Note
      dated September 12, 2006 between the Company and Aton Ventures Fund
      Ltd.(11)                                                             
|10.22   | Convertible Promissory Note dated September 11,
  2006 between the Company and Asset Protection Fund Ltd.(11)                                                                    
|10.23   | Promissory Note dated August
      16, 2006 between the Company and Anthony Harvey.(12)                                                                                          
|10.24   | First Amendment Loan Agreement dated November
  27, 2006 between the Company and Aton Ventures Fund Ltd.(14)                                                                     
|10.25   | First Amendment to Loan
      Agreement dated November 27, 2006 between the Company and Asset Protection
      Fund Ltd.(14)                                                     
|10.26   | Convertible Promissory Note dated November 27,
      2006 between the Company and Aton Ventures Fund Ltd.(14)                                                                    
|10.27   | Convertible Promissory Note
      dated November 27, 2006 between the Company and Asset Protection Fund
      Ltd.(14)                                                           
|10.28   | Quitclaim Deed for the New York Canyon Project
      dated March 12, 2007.(15)                                                                                                   

17

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|Exhibit |                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                             
|10.29   | Sponsorship Agreement dated
      March 29, 2007 between the Company and Union Securities
      Ltd.(16)                                           
|10.30   | Engagement Letter dated March 29, 2007 between
      the Company and Union Securities Ltd.(16)                                                     
|10.31   | Second Amendment to Loan
      Agreement dated April 12, 2007 between the Company and Aton Ventures Fund
      Ltd.(16)                            
|10.32   | Second Amendment to Loan Agreement dated April
      11, 2007 between the Company and Asset Protection Fund Ltd.(16)                               
|10.33   | Loan Agreement dated April 25,
      2007 between the Company and Aton Select Fund Limited.(16)                                                    
|10.34   | Loan Agreement dated April 25, 2007 between the
      Company and Anthony Harvey for the loan of CDN$50,000.(16)                                   
|10.35   | Loan Agreement dated April 25,
      2007 between the Company and Anthony Harvey for the loan of
      $100,000.(16)                               
|10.36   | Promissory Note dated April 25, 2007 between
      the Company and Aton Select Fund Limited.(16)                                                   
|10.37   | Promissory Note dated April 25,
      2007 between the Company and Anthony Harvey for the loan of
      CDN$50,000.(16)                            
|10.38   | Promissory Note dated April 25, 2007 between
      the Company and Anthony Harvey for the loan of $100,000.(16)                                    
|10.39   | Termination Agreement dated
      September 25, 2007 between the Company and Mark Reynolds.(17)                                                    
|10.40   | Third Amendment to Loan Agreement dated
      November 30, 2007 between the Company and Aton Ventures Fund
      Ltd.(18)                          
|10.41   | Third Amendment to Loan
      Agreement dated November 30, 2007 between the Company and Asset Protection
      Fund Ltd.(18)                       
|10.42   | Convertible Promissory Note dated November 30,
      2007 between the Company and Aton Ventures Fund Ltd.(18)                                      
|10.43   | Convertible Promissory Note
      dated November 30, 2007 between the Company and Asset Protection Fund
      Ltd.(18)                             
|10.44   | Management Consulting Agreement dated December
      1, 2007 between the Company, ARH Management Ltd. and Anthony
      Harvey.(18)                
|10.45   | Management Consulting Agreement
      dated December 1, 2007 between the Company, Ainsworth-Jenkins Holdings
      Inc. and Benjamin Ainsworth.(18)
|10.46   | 2007 Stock Incentive Plan.(18)                                                                                                                     
|10.47   | Form of Non-Qualified Stock
      Option Agreement between the Company and Directors and
      Officers.(18)                                       
|10.48   | Loan Agreement dated April 1, 2008 between the
      Company and Anthony Harvey.(19)                                                               
|10.49   | Promissory Note dated April 1,
      2008 between the Company and Anthony Harvey.(19)                                                              
|10.50   | Loan Agreement dated May 8, 2008 between the
      Company and Anthony Harvey.(20)                                                                 
|10.51   | Promissory Note dated May 8,
      2008 between the Company and Anthony Harvey.(20)                                                                
|10.52   | First Amendment to Loan Agreement dated May 9,
      2008 between the Company and Aton Select Fund Limited.(20)                                    
|10.53   | Convertible Promissory Note
      dated May 9, 2008 between the Company and Aton Select Fund
      Limited.(20)                                    
|10.54   | First Amendment to Loan Agreement dated May 9,
      2008 between the Company and Anthony Harvey for the loan of
      $100,000.(20)               
|10.55   | Convertible Promissory Note
      dated May 9, 2008 between the Company and Anthony Harvey for the loan of
      $100,000.(20)                     

18

---

|Exhibit |                                                                                                                                                         
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                  
|10.56   | First Amendment to Loan
      Agreement dated May 9, 2008 between the Company and Anthony Harvey for the
      loan of CDN$50,000.(20)                  
|10.57   | Convertible Promissory Note dated May 9, 2008
      between the Company and Anthony Harvey for the loan of
      CDN$50,000.(20)                        
|10.58   | Loan Agreement dated July 7,
      2008 between the Company and Anthony Harvey for the loan of CDN
      $25,000.(21)                                   
|10.59   | Promissory Note dated July 7, 2008 between the
      Company and Anthony Harvey for the loan of CDN $25,000.(21)                                        
|10.60   | Fourth Amendment to Loan
      Agreement dated January 13, 2009 between the Company and Aton Ventures
      Fund Ltd.(22)                               
|10.61   | Convertible Promissory Note dated January 13,
      2009 between the Company and Aton Ventures Fund Ltd.(22)                                            
|10.62   | Fourth Amendment to Loan
      Agreement dated January 13, 2009 between the Company and Asset Protection
      Fund Ltd.(22)                            
|10.63   | Convertible Promissory Note dated January 13,
      2009 between the Company and Asset Protection Fund Ltd.(22)                                         
|10.64   | First Amendment to Loan
      Agreement dated January 13, 2009 between the Company and Anthony Harvey
      for the loan of $25,000 USD.(22)            
|10.65   | Convertible Promissory Note dated January 13,
      2009 between the Company and Anthony Harvey for the loan of $25,000
      USD.(22)                  
|10.66   | First Amendment to Loan
      Agreement dated January 13, 2009 between the Company and Anthony Harvey
      for the loan of $25,000 CDN.(22)            
|10.67   | Convertible Promissory Note dated January 13,
      2009 between the Company and Anthony Harvey for the loan of $25,000
      CDN.(22)                  
|10.68   | First Amendment to Loan
      Agreement dated January 13, 2009 between the Company and Anthony Harvey
      for the loan of $25,000 CDN.(22)            
|10.69   | Convertible Promissory Note dated January 13,
      2009 between the Company and Anthony Harvey for the loan of $25,000
      CDN.(22)                  
|10.70   | Subscription and Debt
      Settlement Agreement dated for reference June 15, 2009 between the Company
      and Aton Ventures Fund Ltd.(24)            
|10.71   | Subscription and Debt Settlement Agreement
      dated for reference June 15, 2009 between the Company and Silver BF Energy
      Ventures Sdn. Bhd.(24)
|10.72   | Subscription and Debt
      Settlement Agreement dated for reference June 15, 2009 between the Company
      and Asset Protection Fund Ltd.(24)         
|10.73   | Subscription and Debt Settlement Agreement
      dated for reference June 15, 2009 between the Company and Barroco
      Foundation.(24)                
|10.74   | Subscription and Debt
      Settlement Agreement dated for reference June 15, 2009 between the Company
      and Aton Select Fund Limited.(24)          
|10.75   | 2009 Stock Option Plan.(25)                                                                                                                             
|10.76   | Form of Non-Qualified Stock
      Option Agreement between Canyon Copper Corp. and Directors and
      Officers.(25)                                    
|10.77   | Purchase and Sale Agreement dated August 5,
      2010 between Canyon Copper Corp. and ESO Uranium Corp. (26)                                           
|10.78   | Loan Agreement dated for
      reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey.
      (27)                                     
|10.79   | Promissory Note dated for reference October 7,
      2010 between Canyon Copper Corp. and Anthony Harvey for the loan of
      $50,000 (USD). (27)      
|10.80   | Loan Agreement dated November
      22, 2010 between Canyon Copper Corp. and Anthony Harvey.(28)                                                        

19

---

|Exhibit |                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                            
|10.81   | Promissory Note dated November
      22, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of
      $75,000 (CDN).(28)                             
|10.82   | Loan Agreement dated January 19, 2011 between
      Canyon Copper Corp. and Anthony Harvey.(29)                                                                   
|10.83   | Promissory Note dated January
      19, 2011 between Canyon Copper Corp. and Anthony Harvey for the loan of
      $75,000 (CDN).(29)                              
|10.84   | Engagement letter dated January 26, 2011
      between MGI Securities Inc. and Canyon Copper Corp. (30)                                                           
|10.85   | Sponsorship Engagement Letter
      dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.
      (30)                                         
|10.86   | Amended and Restated 2009 Stock Option Plan                                                                                                                       
|14.1    | Code of Ethics.(1)                                                                                                                                                
|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.(1)                                                                                                                                       
|99.2    | Disclosure Committee
      Charter.(1)                                                                                                                            

Notes:

|(1)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on August 26, 2003.     
|---- | ---------------------------------------------------------------------------------------------------------
|(2)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 8, 2004.         
|(3)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form S-8 filed on June 17, 2004. 
|(4)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 20, 2004.       
|(5)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 8, 2004.     
|(6)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 23, 2005.     
|(7)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 7, 2006.      
|(8)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 16, 2006.
|(9)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 10, 2006.        
|(10) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 22, 2006.     
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 15, 2006.    
|(12) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 7, 2006.     
|(13) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 13, 2006.    
|(14) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 13, 2006.     
|(15) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 26, 2007.        
|(16) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 21, 2007.     
|(17) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on September 28, 2007.  
|(18) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 6, 2007.      
|(19) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 7, 2008.         
|(20) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed on May 15, 2008.       
|(21) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 11, 2008.         
|(22) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on January 20, 2009.      
|(23) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on May 19, 2009.          
|(24) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 6, 2009.          
|(25) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 24, 2009.       
|(26) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-K filed on September 28, 2010.    
|(27) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on October 13, 2010.      
|(28) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on November 29, 2010.     
|(29) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on January 21, 2011.      
|(30) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on January 31, 2011.      

20

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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: | May 9,
      2011 |  | By: | /s/
      Anthony R. Harvey                                
|       |                   |  |     | ANTHONY R. HARVEY                                          
|       |                   |  |     | Chairman and Chief Executive Officer                       
|       |                   |  |     | (Principal Executive Officer)                              
|       |                   |  |     |                                                            
|       |                   |  |     |                                                            
|       |                   |  |     |                                                            
|       |                   |  |     |                                                            
|Dated: | May 9,
      2011 |  | By: | /s/
      Kurt Bordian                                     
|       |                   |  |     | KURT BORDIAN                                               
|       |                   |  |     | Chief Financial Officer and Treasurer                      
|       |                   |  |     | (Principal Accounting Officer and Principal
      Financial
|       |                   |  |     | Officer)                                                   

---