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| |  | DEAN HELLERSecretary of State204 North Carson
      Street, Suite 1Carson City, Nevada 89701-4299(775)
      684 5708Website: secretaryofstate.biz
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|Certificate to Accompany 
      Restated Articles(PURSUANT TO NRS)
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|Important: Read attached
      instructions before completing form. | ABOVE SPACE IS FOR OFFICE USE ONLY
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This Form is to Accompany Restated Articles of Incorporation(Pursuant to NRS 78.403, 82.371, 86.221, 88.355 or 88A.250)(This form is also to be used to accompany Restated Articles for Limited-Liability
  Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships
  and Business Trusts)

1.Name of Nevada entity as last recorded in this
office:

> ABERDENE MINES LIMITED

2. The articles are being o
  RestatedorýAmended
  and Restated(check only one). Please entitle your attached articles ''Restated''
  or ''Amended and Restated,''accordingly.

3. Indicate what changes have been made by checking the
appropriate box.*

|o | No amendments; articles are restated only
        and are signed by an officer of the corporation who has been authorized
        to execute the certificate by resolution of the board of directors adopted
        on The certificate correctly sets forth the text of the articles or certificate
        as amended to the date of the certificate.
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|ý | The entity name has been amended.                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                        
|o | The resident agent has been changed. (attach
        Certificate of Acceptance from new resident agent)                                                                                                                                                                                                                                                
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|o | The purpose of the entity has been amended.                                                                                                                                                                                                                                                                                                            
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|ý | The authorized shares have been amended.                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                        
|o | The directors, managers or general partners have been
        amended.                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                        
|o | IRS tax language has been added.                                                                                                                                                                                                                                                                                                                       
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|o | Articles have been added.                                                                                                                                                                                                                                                                                                                              
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|ý | Articles have been deleted.                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                        
|o | Other. The articles or certificate have
        been amended as follows: (provide article numbers, if available)                                                                                                                                                                                                                                       



* This form is to accompany Restated Articles which contain newly
  altered or amended articles. The Restated Articles must contain all of the requirements
  as set forth in the statutes for amending or altering the articles or certificates

IMPORTANT:Failure to include any of the above
information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by
appropriate fees. See attached fee schedule.

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AMENDED AND RESTATED ARTICLES OF INCORPORATION OFABERDENE MINES LIMITED

(Pursuant to NRS 78.390 and 78.403)

The undersigned hereby adopts as
  its chartering document these Restated Articles of Incorporation:

1. Name.The name of the Corporation shall be:

CANYON COPPER CORP.

2. Purpose.The purpose or purposes for which the Corporation
  is organized:

To engage in and carry on any lawful business activity
  or trade, and any activities necessary, convenient, or desirable to accomplish
  such purposes, not forbidden by law or by these articles of incorporation.

3. Capitalization. The aggregate
  number of shares which the Corporation shall have authority to issue is SIX
  HUNDRED MILLION (600,000,000) shares, of which FIVE HUNDRED MILLION (500,000,000)
  shares will be Common Stock with a par value of $0.00001 per share, and ONE
  HUNDRED MILLION (100,000,000) shares will be Preferred Stock with a par value
  of $0.00001 per share. The Common and/or Preferred Stock of the Company may
  be issued from time to time without prior approval by the stockholders. The
  Common and/or Preferred Stock may be issued for such consideration as may be
  fixed from time to time by the Board of Directors.

The Preferred Stock may be divided into and issued in series.
  The Board of Directors of the Corporation is authorized to divide the authorized
  shares of Preferred Stock into one or more series, each of which shall be so
  designated as to distinguish the shares thereof from the shares of all other
  series and classes. The Board of Directors of the Corporation is authorized,
  within any limitations prescribed by law and this Article, to fix and determine
  the designations, rights, qualifications, preferences, limitations and terms
  of the shares of any series of Preferred Stock including but not limited to
  the following:

| | (a) | The rate of dividend, the time of payment of dividends,
        whether dividends are cumulative, and the date from which any dividends
        shall accrue;                                                                                                  
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| |     |                                                                                                                                                                                                                                                                
| | (b) | Whether shares may be redeemed, and, if so, the redemption
        price and the terms and conditions of redemption;                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                
| | (c) | The amount payable upon shares in the event of voluntary
        or involuntary liquidation;                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                
| | (d) | Sinking fund or other provisions, if any, for the redemption
        or purchase of shares;                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                
| | (e) | The terms and conditions on which shares may be converted,
        if the shares of any series are issued with the privilege of conversion;                                                                                                                    
| |     |                                                                                                                                                                                                                                                                
| | (f) | Voting powers, if any, provided that if any of the Preferred
        Stock or series thereof shall have voting rights, such Preferred Stock
        or series shall vote only on a share for share basis with the Common Stock
        on any matter, including

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| |     | but not limited to the election of directors, for which
        such Preferred Stock or series has such rights; and                                                                                                                                                                                                                                                    
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| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (g) | Subject to the foregoing, such other terms, qualifications,
        privileges, limitations, options, restrictions, and special or relative
        rights and preferences, if any, of shares or such series as the Board
        of Directors of the Corporation may, at the time so acting, lawfully fix
        and determine under the laws of the State of Nevada.

The Corporation shall not declare, pay or set apart for payment
  any dividend or other distribution (unless payable solely in shares of Common
  Stock or other class of stock junior to the Preferred Stock as to dividends
  or upon liquidation) in respect of Common Stock, or other class of stock junior
  to the Preferred Stock, nor shall it redeem, purchase or otherwise acquire for
  consideration shares of any of the foregoing, unless dividends, if any, payable
  to holders of Preferred Stock for the current period (and in the case of cumulative
  dividends, if any, payable to holders of Preferred Stock for the current period
  and in the case of cumulative dividends, if any, for all past periods) have
  been paid, are being paid or have been set aside for payment, in accordance
  with the terms of the Preferred Stock, as fixed by the Board of Directors.

In the event of the liquidation of the Corporation, holders of
  Preferred Stock shall be entitled to receive, before any payment or distribution
  on the Common Stock or any other class of stock junior to the Preferred Stock
  upon liquidation, a distribution per share in the amount of the liquidation
  preference, if any, fixed or determined in accordance with the terms of such
  Preferred Stock plus, if so provided in such terms, an amount per share equal
  to accumulated and unpaid dividends in respect of such Preferred Stock (whether
  or not earned or declared) to the date of such distribution. Neither the sale,
  lease or exchange of all or substantially all of the property and assets of
  the Corporation, nor any consolidation or merger of the Corporation, shall be
  deemed to be a liquidation for the purposes of this Article.

4. Directors.The governing
  board of this Corporation shall be known as directors, and the number of directors
  may from time to time be increased or decreased in such manner as shall be provided
  by the bylaws of this Corporation. The number of members of the Board of Directors
  shall not be less than one nor more than thirteen.

5. Assessments.The capital
  stock, after the amount of the subscription price, or par value, has been paid
  in shall not be subject to assessment to pay the debts of the Corporation.

6. Term.The Corporation
  shall have perpetual existence.

7. Powers of Directors.
  In furtherance, and not in limitation of the powers conferred by statute, the
  board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to
  make, alter or amend the bylaws of the Corporation:

| | (a) | To fix the amount to be reserved as working capital
        over and above its capital stock paid in, to authorize and cause to be
        executed mortgages and liens upon the real and personal property of this
        Corporation.                                                                                                                                                                                                                                                                                    
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | By resolution passed by a majority of the whole board,
        to designate one (1) or more committees, each committee to consist of
        one (1) or more of the directors of the Corporation, which, to the extent
        provided in the resolution or in the bylaws of the Corporation, shall
        have and may exercise the powers of the board of directors in the management
        of the business and affairs of the Corporation, and may authorize the
        seal of the Corporation to be affixed to all

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| |     | papers which may require it. Such committee or committees
        shall have such name or names as may be stated in the bylaws of the Corporation
        or as may be determined from time to time by resolution adopted by the
        board of directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | When and as authorized by the affirmative vote of stockholders
        holding stock entitling them to exercise at least a majority of the voting
        power given at a stockholders' meeting called for that purpose, or when
        authorized by the written consent of the holders of at least a majority
        of the voting stock issued and outstanding, the board of directors shall
        have power and authority at any meeting to sell, lease or exchange all
        of the property and assets of the Corporation, including its good will
        and its corporate franchises, upon such terms and conditions as its board
        of directors deem expedient and for the best interests of the Corporation.

8. Meetings of Stockholders.
  Meeting of stockholders may be held outside the State of Nevada, if the bylaws
  so provide. The books of the Corporation may be kept (subject to any provision
  contained in the statutes) outside the State of Nevada at such place or places
  as may be designated from time to time by the board of directors or in the bylaws
  of the Corporation.

9. Amendment.This Corporation
  reserves the right to amend alter, change or repeal any provision contained
  in the Articles of Incorporation, in the manner now or hereafter prescribed
  by statute, or by the Articles of Incorporation, and all rights conferred upon
  stockholders herein are granted subject to this reservation.

10. Indemnification of Officers
  and Directors.The Corporation shall indemnify its officers, directors,
  employees and agents to the full extent permitted by the laws of the State of
  Nevada.

The effective date of the Amended and Restated Articles of Incorporation
  shall be: AUGUST 8, 2006. 
  (must not be later than 90 days after the certificate is filed).

|The vote by which the stockholders holding shares in the
      Corporation entitling them to exercise at least a majority of the voting
      power, or such greater proportion of the voting power as may be required
      in the case of a vote by classes or series, or as may be required by the
      provisions of the articles of incorporation have voted in favor of the amendment
      is: 53.5%
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OFFICERS SIGNATURE

The undersigned, Chairman and Chief
  Executive Officer of the Corporation, for the purpose of restating the Articles
  of Incorporation of Aberdene Mines Limited, hereby makes, files and records
  this Amended and Restated Articles of Incorporation and certifies that it is
  the act and deed of the Corporation and that the facts stated herein are true.



/s/ Anthony Harvey____________________________
  ANTHONY HARVEY

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