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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2008

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER: **000-33189**

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

|NEVADA                                                               | 88-0452792                                      
|-------------------------------------------------------------------- | ------------------------------------------------
|(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)                                      
|                                                                     |                                                 
|Registrants telephone number, including area code                   | (604) 331-9326                                  
|                                                                     |                                                 
|Securities registered under Section 12(b) of the Exchange
      Act: | NONE.                                           
|Securities registered under Section 12(g) of the Exchange
      Act: | Common Stock, $0.00001 Par Value per
      Share

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act. Yes
[   ]   No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ 
 ]   No [X]

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. Yes [X]No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[   ]

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 Act). Yes [   ]   No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter. $8,570,976 on the basis of the
averageof the bid and ask price of the registrants common
stock on December 31, 2007.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable
date:76,981,399, as at September 22, 2008.

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CANYON COPPER CORP. ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED JUNE 30, 2008

TABLE OF CONTENTS

|               |                                                                                                                    | PAGE
|-------------- | ------------------------------------------------------------------------------------------------------------------ | ----
|               |                                                                                                                    |     
|PART I         |                                                                                                                    | 3   
|               |                                                                                                                    |     
|ITEM 1.        | BUSINESS                                                                                                           | 3   
|ITEM 1A.       | RISK FACTORS                                                                                                       | 8   
|ITEM 2.        | PROPERTIES                                                                                                         | 12  
|ITEM 3.        | LEGAL PROCEEDINGS                                                                                                  | 21  
|ITEM 4.        | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                               | 21  
|               |                                                                                                                    |     
|PART II        |                                                                                                                    | 22  
|               |                                                                                                                    |     
|ITEM 5.        | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 22  
|ITEM 7.        | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS.                       | 23  
|ITEM 8.        | FINANCIAL STATEMENTS AND SUPLEMENTARY DATA                                                                         | 28  
|ITEM 9.        | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                         | 29  
|ITEM 9AT.      | CONTROLS AND PROCEDURES.                                                                                           | 29  
|ITEM 9B.       | OTHER INFORMATION.                                                                                                 | 30  
|               |                                                                                                                    |     
|PART III       |                                                                                                                    | 31  
|               |                                                                                                                    |     
|ITEM 10.       | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 31  
|ITEM 11.       | EXECUTIVE COMPENSATION.                                                                                            | 35  
|ITEM 12.       | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS               | 37  
|ITEM 13.       | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.                                   | 42  
|ITEM 14.       | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                            | 43  
|ITEM 15.       | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                           | 44  
|               |                                                                                                                    |     
|**SIGNATURES** | 47                                                                                                                

2

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Canyon Copper, and the Company refer to Canyon Copper Corp., unless
otherwise indicated.

All dollar amounts in this Annual Report are expressed in
U.S. dollars, unless otherwise indicated.

ITEM
1.            
BUSINESS.

Overview

We were incorporated on January 21, 2000 under the laws of the
State of Nevada under the name Aberdene Mines Limited. We subsequently changed
our name to Canyon Copper Corp. on August 8, 2006.

We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. We currently hold 100% title
in two major claim blocks comprising a total of 1,332 mineral claims, covering
approximately 27,440 acres 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 mineral claims as the New York Canyon Project.

Recent Corporate Developments

Since our fiscal quarter ended March 31, 2008, we experienced
the following significant corporate developments:

|1. | On April 1, 2008, we entered into a loan agreement with
      Anthony Harvey, our Chief Executive Officer, Chairman and member of our
      Board of Directors, whereby Mr. Harvey loaned us $25,000. The loan is due
      on or before October 1, 2008 and incurs interest at a rate of 15% per
      annum, payable upon maturity.                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | On May 8, 2008, we entered into a loan agreement with Mr.
      Harvey whereby Mr. Harvey loaned us CDN $25,000. The loan is due on or
      before November 8, 2008 and incurs interest at a rate of 15% per annum,
      payable on maturity.                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | On May 9, 2008, we entered into amendments to our loan
      agreements with each of Anthony Harvey and Aton Select Fund Limited
      (ASF). Under the terms of the amendment agreements, ASF agreed to extend
      the term of its loan from March 20, 2008 to June 20, 2009 and Mr. Harvey
      agreed to extend the term of his loans from March 14, 2008 and April 25,
      2008 to June 14, 2009 and July 25, 2009, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | On July 7, 2008, we entered into a loan agreement with
      Mr. Harvey whereby Mr. Harvey loaned us CDN $25,000. The loan is due on or
      before January 7, 2009 and incurs interest at a rate of 15% per annum,
      payable upon maturity.                                                                                                                                                                                           

3

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|5. | On August 18, 2008, we completed a private placement to
      three investors of a total of 5,000,000 units at a price of $0.10 per unit
      for total proceeds of $500,000. Each unit consisted of one share of our
      common stock and one share purchase warrant, entitling the holder to
      purchase one additional share of our common stock at a price of $0.12 per
      share for a period ending August 17, 2010. This private placement was
      completed pursuant to the provisions of Regulation S promulgated under the
      Securities Act of 1933. We did not engage in a distribution of this
      offering in the United States. The investors represented that they were
      not US persons as defined in Regulation S, and have provided
      representations indicating that they were acquiring our securities for
      investment purposes only and not with a view towards
  distribution.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NEW YORK CANYON PROJECT

Property Option Agreement with Nevada Sunrise, LLC

Effective March 16, 2007, we acquired 100% title to the mineral
claims underlying the New York Canyon Claims. The acquisition of title to the
claims was completed pursuant to the terms of the Property Option Agreement (the
Property Option Agreement) we entered into with Nevada Sunrise LLC (Nevada
Sunrise), Robert Weicker, Sharon Weicker, Kurt Schendel, and Tami Schendel
(collectively, the Optionors) on March 18, 2004.

Under the terms of the Property Option Agreement, we exercised
our option to acquire the New York Canyon Claims by: (i) paying $460,000 to the
Optionors; (ii) issuing 2,000,000 shares of our common stock to the Optionors;
and (iii) incurring exploration expenditures of a minimum of $2,250,000 on the
New York Canyon Claims.

The Optionors also retained a 2% net smelter returns royalty
(the Royalty) over any future production. We have the option to reduce the
Royalty to 1% by making a lump sum payment of $1,000,000 to the Optionors.

In accordance with the terms of the Property Option Agreement
and upon our acquisition of the New York Canyon Claims, Nevada Sunrise assigned
us its interest under two lease agreements. On October 9, 2004, Nevada Sunrise
entered into a lease agreement with Tammy Gentry and Pat Hannigan pursuant to
which it obtained a nine year lease over the Copper Queen #2 patented mineral
claim. As a result of the assignment of this lease to us, we are required to pay
$1,500 per quarter commencing on October 1, 2004. We have the option to acquire
Copper Queen #2 by paying $50,000, of which the quarterly payments may be
applied, to the lessors.

In addition, on January 1, 2005, Nevada Sunrise entered into a
lease agreement with Clifford DeGraw and Richard Markiewicz pursuant to which it
obtained a seven year lease over the Mildred and Copper Queen #1 patented
mineral claim. As a result of the assignment of these leases to us, we are
required to pay:

| | (a) | $2,500 per quarter commencing on April 1, 2005 (which
      payments have been made);
| | --- | -------------------------------------------------------------------------------------
| |     |                                                                                      
| | (b) | $3,500 per quarter commencing on April 1, 2006 (which
      payments have been made);
| |     |                                                                                      
| | (c) | $4,000 per quarter commencing on April 1, 2007 (which
      payments have been made);
| |     |                                                                                      
| | (d) | $5,000 per quarter commencing on April 1, 2008;
  and                                
| |     |                                                                                      
| | (e) | $7,500 per quarter commencing on April 1,
  2009.                                    

We also have the option to acquire the Mildred and Copper Queen
#1 patented claims by paying $130,000, of which the quarterly payments may be
applied, to the lessors.

Lease Agreement with Jaycor Mining Inc.

On July 21, 2004, we entered into a lease agreement (the Lease
Agreement) with Jaycor Mining, Inc. (Jaycor). Under the terms of the Lease
Agreement, we were granted rights to explore and, if proved feasible, develop 18
patented mineral claims held by Jaycor (the Jaycor Claims). These rights were
granted as a

4

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lease for an initial term of 15 years, and are renewable for a
further 15 years. The claims cover a geographic area of approximately 361 acres,
located within the vicinity of the New York Canyon Project area.

As consideration for the lease of the Jaycor Claims, we are
required to pay Jaycor the following amounts prior to the commencement of any
future production activities:

| | (a) | $25,000 on execution of the Lease Agreement (which
      payments have been made);                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                        
| | (b) | $1,000 monthly commencing on July 21, 2005, the first
      anniversary of the effective date of the Lease Agreement (which payments
      have been made);                                                                            
| |     |                                                                                                                                                                                                                                        
| | (c) | $2,000 monthly commencing on July 21, 2006, the second
      anniversary of the effective date of the Lease Agreement (which payments
      have been made);and                                                                        
| |     |                                                                                                                                                                                                                                        
| | (d) | $3,000 monthly commencing on July 21, 2007, the third
      anniversary of the effective date of the Lease Agreement, and continuing
      for as long as the Lease Agreement is in effect (collectively, the
      Minimum Payments)

In addition to the Minimum Payments, we issued 10,000 shares of
its common stock in 2005 to Jaycor and a further 15,000 common shares in 2006
pursuant to the terms of the Lease Agreement. As of the date of this Annual
Report, we have made all required Minimum Payments under the Lease Agreement and
are in good standing under the Lease Agreement.

The Minimum Payments are considered to be minimum advance
royalty payments. If the production commences in the future, of which there can
be no assurance, the Minimum Payments would be credited against any actual
future royalty payments. If actual royalties payable from production exceed
$9,000 per quarter, the Minimum Payments would cease. If actual royalty payments
are less than $9,000 quarterly, we would be required to pay the difference
between the actual royalty payments and the Minimum Payments. We are also
required to perform at least $100,000 of exploration work annually on the Jaycor
Claims over a four-year period.

The Jaycor Claims under the Lease Agreement are subject to an
overriding royalty deed granted to Kookaburra Resources Ltd. (Kookaburra) by
Jaycor. Upon commencement of production, we are required to pay Kookaburra a net
smelter returns royalty of 1.75%, up to a maximum of $2,000,000. In addition, we
have also agreed to pay Jaycor a net smelter return royalty of 0.5% until such
time as Kookaburra has been paid $2,000,000, at which time the royalty payable
to Jaycor will then increase to 1.5% . The 1.5% rate payable is subject to a
maximum of $2,000,000, at which time the ongoing royalty payment to Jaycor will
be reduced to 0.5% for as long as the Lease Agreement is in effect.

The Jaycor Claims are located in Sections 32, 33 and 34 T8N;
R35E MDBM in Mineral County, Nevada and are recorded as follows:

|Name of Claim  | Mineral Survey No. | US Patent # | County Land Parcel
|-------------- | ------------------ | ----------- | ------------------
|Mayflower      | 38                 | 10541       | 009-170-11        
|Wall Street    | 43                 | 21509       | 009-170-09        
|Turk           | 44                 | 21510       | 009-170-09        
|Footwall       | 3447               | 264845      | 009-170-03        
|Nora Higgins   | 3447               | 264845      | 009-170-02        
|Willie Higgins | 3447               | 264845      | 009-170-02        
|Annex No. 1    | 3447               | 264845      | 009-170-03        
|Annex No. 2    | 3447               | 264845      | 009-170-03        
|Annex No. 3    | 3447               | 264845      | 009-170-03        
|Annex No. 4    | 3447               | 264845      | 009-170-03        
|Iron Gate      | 4444               | 806518      | 009-170-02        
|Velvet         | 4444               | 806518      | 009-170-02        
|Saddle         | 4444               | 806518      | 009-170-02        
|Vacation       | 4571               | 982162      | 009-170-12        
|Goodenough     | 4612               | 989401      | 009-170-02        
|Copper Butte   | 4612               | 989401      | 009-170-02        
|Copper Bar     | 4612               | 989401      | 009-170-02        
|Hecla          | 4612               | 989401      | 009-170-02        

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The holders of patented minerals claims generally retain all
mineral and property rights, and the permitting procedures for both exploration
and development can be streamlined and fast tracked.

PRODUCTS, MARKETS, DISTRIBUTION, SUPPLIERS, AND CUSTOMERS

We do not currently produce any products, metals, or minerals
nor do we offer any products for sale. We are not party to any distribution
arrangements, and have no principal customers or suppliers. We do not anticipate
any changes in this status for at least the next 12 months, or until such time
as there is a commercially viable mineral or metal deposits located on our
mineral property.

COMPETITION

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than us. Accordingly, these competitors may be able to spend
greater amounts on acquisitions of mineral properties of merit, on exploration
of their mineral properties and on development of their mineral properties. In
addition, they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

MARKETS AND ECONOMICS

Although we compete with other junior exploration companies for
financing, properties of merit, and subcontractors, there is no competition for
the exploration or removal of mineralized material from the New York Canyon
Project. Although there can be no assurance, large and well capitalized markets
are readily available for all metals and precious metals throughout the world. A
very sophisticated futures market for the pricing and delivery of future
production also exists. At present there are no limitations with respect to the
sale of metals or precious metals other than price. The price for metals is
affected by a number of global factors, including economic strength and
resultant demand for metals for production, fluctuating supplies, mining
activities and production by others in the industry, and new and or reduced uses
for subject metals.

DESCRIPTION OF MINING INDUSTRY

The mining industry is highly speculative and of a very high
risk nature. As such, mining activities involve a high degree of risk, which
even a combination of experience, knowledge and careful evaluation may not be
able to overcome. Few mining projects actually become operating mines.

The mining industry is subject to a number of factors,
including intense industry competition, high susceptibility to economic
conditions (such as price of metal, foreign currency exchange rates, and capital
and operating costs), and political conditions (which could affect such things
as import and export regulations, foreign ownership restrictions). Furthermore,
the mining activities are subject to all hazards incidental to mineral
exploration, development and production, as well as risk of damage from
earthquakes, any of which could result in work stoppages, damage to or loss of
property and equipment and possible environmental damage. Hazards such as
unusual or unexpected geological formations and other conditions are also
involved in mineral exploration and development.

GOVERNMENTAL CONTROLS AND APPROVALS

Exploration and development activities are all subject to
stringent national, state and local regulations. All permits for exploration and
testing must be obtained through the local Bureau of Land Management (BLM)
offices of the Department of Interior in the State of Nevada. The granting of
permits requires detailed

6

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applications and filing of a bond to cover the reclamation of
areas of exploration. From time to time, an archaeological clearance may need to
be obtained prior to proceeding with any exploration programs.

We plan to secure all necessary permits for any future
exploration. We must provide for all environmental concerns and ensure no
discharge of water into any body of water regulated by environmental law or
regulation. Indigenous and endangered species must only be subject to very
minimal or nil disturbances. Restoration of the disturbed land will be completed
according to applicable regulations and laws. All holes, pits and shafts will be
sealed upon abandonment of the property. It is difficult to estimate the cost of
compliance with the environmental laws since the full nature and extent of our
proposed activities cannot be determined until we start our operations.

We have applied for and received permits from the BLM to
conduct drilling activities on BLM administered lands within the New York Canyon
Project. The BLM reference the property as case file NV N-79198. We are required
to adhere to the stipulations of the permit, primarily to plug all drill holes
as they are completed and to reclaim roads and drill sites when they are no
longer necessary. Reclamation work is ongoing but not complete as the project
remains active.

Our mining operation is regulated by Mine and Safety Health
Administration (MSHA). MSHA inspectors periodically visit our project to
monitor health and safety for the workers, and to inspect equipment and
installations for code requirements. All of our workers have completed MSHA
safety training and must take refresher courses annually when working on our
project. A safety officer for the project is also on site.

Other regulatory requirements monitor the following:

| | (a) | Explosives and explosives handling.                                   
| | --- | ----------------------------------------------------------------------
| | (b) | Use and occupancy of site structures associated with
      mining.    
| | (c) | Hazardous materials and waste disposal.                               
| | (d) | State Historic site preservation.                                     
| | (e) | Archaeological and paleontological finds associated with
      mining.

We believe that we are in compliance with all laws and plans to
continue to comply with the laws in the future. We believe that compliance with
the laws will not adversely affect its business operations. There is however no
assurance that any change in government regulation in the future will not
adversely affect our business operations.

Federal Claim Maintenance Fees

In order to maintain our New York Canyon Project claims each
year we must pay a maintenance fee of $125 per claim to the Nevada State Office
of the Bureau of Land Management and on November 1 of each year we must file an
affidavit and Notice of Intent to Hold the claims in Mineral County. We have
paid the required maintenance fees and filed the affidavits required in order to
extend the claims to August 31, 2009.

Environmental Liability

The New York Canyon Project property has a history of
exploration and development dating back to the early 1900s. As such there are a
series of prospect pits, exploration and mine shafts, road cuts and general
mining debris scattered throughout the property. None of this is considered to
be an environmental hazard; however, open mine workings are required to be
fenced for public safety. Operators during the bulk of the exploration of the
property during the 1960s through 1990s conducted their activities in
compliance with BLM requirements. This work has been either reclaimed or
accepted by the BLM. We are not responsible for existing disturbance from prior
activities on the New York Canyon Project.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or
trademarks.

7

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RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have no plans to undertake any research and development
activities in the foreseeable future, and have not incurred research and
development expenditures to date.

EMPLOYEES

Aside from our officers and directors, we have one full-time
employee at present.

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.

If we do not obtain additional financing, our business will
fail.

Our current operating funds are inadequate to complete our
planned exploration of the New York Canyon Project and our general and
administrative expenses. Our business plan calls for significant expenses in
connection with the exploration and development of those mineral claims. As a
result, we will require additional financing to complete our exploration and
development plans. We will also require additional financing if the costs of
exploration are greater than anticipated and to sustain our business operations
if we are not successful in earning revenues once exploration is complete.
Obtaining additional financing would be subject to a number of factors, the
known material factors being market prices for copper, investor acceptance of
our mineral claims, and investor sentiment. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.

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.

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 nominal; 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.

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 additional 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:

8

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|- | our ability to locate a
      profitable mineral property; and
|- | --------------------------------------------------------------
|  |                                                               
|- | 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 additional financing. We recorded a net loss of
$1,216,504for the year ended June 30, 2008 and have an accumulated
deficit of $17,076,472 since inception. As at June 30, 2008 we had cash of
$15,580 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 $3,200,000. Accordingly we do not have sufficient funds to
meet our planned expenditures over the next twelve months and will need to seek
additional financing to meet our planned expenditures.

Obtaining additional 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 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 Annual
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.

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.

9

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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.

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.

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 Annual 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 on our Annual
Report on Form 10-K, 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.

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.

10

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

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

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

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.

11

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

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

We currently do not own any real property.

We rent approximately 1,606 square feet of office space located
at Suite 408 - 1199 West Pender Street, Vancouver, British Columbia, Canada from
ESO Uranium Corp. at a cost of approximately $1,500 per month. This rental is on
a month-to-month basis with no formal agreements.

NEW YORK CANYON PROJECT

We hold 100% title to our New York Canyon Claims, subject to
certain royalties, and pursuant to various lease agreements, we were granted a
seven year lease to explore and develop the Copper Queen #2 patented mineral
claim, a nine year lease to explore and develop the Mildred and Copper Queen #1
patented mineral claims and a 15 year lease to explore and develop the Jaycor
Claims.

Our New York Canyon Claims consist of two major claim blocks
covering a total of 1,332 mineral claims, covering approximately 27,440 acres
located in Mineral County, Nevada. We refer to the first block of claims as the
"Copper Queen Claims, and the second contiguous block of claims as the
"Longshot Ridge Claims. Further, we hold 21 patented mineral claims covering an
area of approximately 420 acres, located within the vicinity of the New York
Canyon Claims.

12

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Figure 1  New York Canyon Property



Location and Access, Climate, Local Resources, and
Physiography

The New York Canyon Project is situated in southern Mineral
County, Nevada. It is located 30 miles east of the county seat at Hawthorne and
five miles east of the community of Luning, Nevada. Paved state highway US95
provides road access to Reno, Nevada 160 miles to the north and Las Vegas, NV
290 miles to the southeast.

Access to the property from Luning is by county maintained
gravel surfaced roads and a network of unimproved gravel roads that extend
throughout the property. The claims cover a portion of the western slope of the
Gabbs Valley Range and extend westward into Soda Spring Valley. Elevations range
from 4,600 feet in the valley bottom to over 7,000 feet at the crest of the
Gabbs Valley Range. Relief is gentle to steep over the property and is moderate
in the vicinity of the known mineralized zones.

The New York Canyon region is arid to semi-arid desert with
temperatures to 95F in the summer and average temperatures of 25F in winter.
Precipitation varies between two and 6 inches per year. Physical work could be
conducted on the New York Canyon property year round.

Vegetation of the New York Canyon area is typical of central
Nevada and consists of sagebrush and other desert plants on the lower slopes and
valleys. Shadscale, white sage and greasewood occur with sagebrush on the drier
slopes and hills. Sparse cover of pinion pine and juniper trees occurs at higher
elevations on the property.

Depending on the ultimate extent of mineralization identified
on the New York Canyon Project, the current claim base may be insufficient to
support mining operations, tailings and waste storage and processing plants.
Additional surface lands may be required for such operations. The existing
infrastructure within the project area and the proximity to major centers such
as Hawthorne and Reno are key factors in supporting mining operations.

13

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Figure 2  New York Canyon Property



History

The Santa Fe Silver Mine established this mining district in
1879 with silver production from silver deposits in the district. The discovery
of significant copper deposits in 1893 superseded the silver mining operations
in the area. The New York Canyon Project property has a long history of
exploration, development and production dating back to 1875 when the copper
oxide deposits were first discovered. Between 1906 and 1929, an estimated 8.9
million pounds of copper were recovered from 110,000 tons of ore at an average
grade of 5.5% . Copper production exceeded 4,454 tons between 1906 and 1935.
There was also significant silver production during this period when copper
production reached its zenith.

Modern exploration began in 1964 when Banner Mining Company
(Banner) drilled the Copper Queen and Champion mineral occurrences. During the
mid-1960s through to the late-1970s, several mining companies explored the New
York Canyon Project, primarily for the porphyry copper sulphide potential
completing 124 holes totaling 106,000 feet. In the 1970's, Amax Inc., and later
Conoco Inc. (Conoco), conducted significant exploration programs, completing
24 holes totaling 20,226 feet. A total of 15 holes were drilled to test the Long
Shot Ridge occurrence. This historic drilling by Conoco, from 1977 to 1981,
indicated 13.2 million tons of mineralized material with an average grade of
0.55% copper for the Longshot Ridge area and 142 million tons grading 0.35% and
0.015% molybdenum for the Copper Queen deposit. In 1979, Conoco conducted a
preliminary metallurgical testing program for copper recovery using drill core.
The Copper Queen deposit yielded average recoveries of 70% copper over the six
day leach period. Acid consumptions varied with rock type: porphyry copper
mineralized rock consumed 160 pounds sulphuric acid per ton while carbonate rich
mineralized rock consumed 509 pounds of sulphuric acid (H2SO4) per ton. Copper
oxide mineralized material provided recoveries ranging from 75.0% to 84.45% with
acid consumption of 232 to 349 pounds H2SO4 per ton of ore.

Further exploration of the property was conducted between 1992
  and 1997. Over this time, various joint venture partners primarily tested the
  Longshot Ridge and Copper Queen deposit areas with an additional 46 drill holes
  totaling 13,018 feet. In 1993, Peter Cowdery, PhD., P.Eng. of CORE Engineering
  and Associates conducted an estimate of the mineralized material at the Longshot
  Ridge copper oxide deposit for Kookaburra Resources Ltd. The CORE technical
  report indicated 17.7 million tons of mineralized material with an average grade
  of 0.55% copper using a 0.23% copper cutoff.

14

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Prior to the acquisition of our interest in the New York Canyon
Project, 129 drill holes totaling 93,858 feet of drilling had been completed on
the property. Mountain States R & D International, Inc.s simulated vat
leach test on minus three-quarter inch copper mineralized material from Longshot
Ridge indicated a 39.41% copper recovery with total acid consumption of 174.7
pounds per ton of mineralized material. The 1993 report states that at an
average copper content of 0.57 percent, a ton of Long Shot Ridge mineralized
material contains 11.4 pounds of copper.

General Geology

The New York Canyon Project lies within the central portion of
the Walker Lane Structural Belt, a zone of northwest striking parallel and
sub-parallel, right lateral strike slip faults in the western part of the Great
Basin region. The Walker Lane structural belt developed in an intra-arc setting
during the Cenozoic and extends for more than 400 miles through western Nevada
and into northern California. Tertiary volcanism and related hydrothermal
mineralization have been recognized throughout the length of this structural
break. Significant mining districts are associated with the Walker Lane Belt and
include Comstock, Goldfield, Rawhide, Tonopah-Hall, and Yerington.

The New York Canyon area consists mostly of a conformable
sequence of marine sedimentary rocks of Triassic and Jurassic ages. These rocks
are intruded by granitic rocks of Cretaceous age and locally covered by
non-mineralized volcanic flows of Tertiary age and by Quaternary alluvium and
colluvium in the valley bottoms. Structural displacement of mineralized host
rocks at New York Canyon is generally associated with Walker Lane style
structures that disrupt bedding and provide conduits for mineralized source
fluids.

The oldest rocks are middle to late Triassic age Luning
Formation, predominately dolomite, dolomitic limestone and limestone with
subordinate shale, argillite and conglomerate. Regionally, the Luning Formation
is thought to be more than 10,000 feet thick with thin to medium bedded
carbonate rocks intercalated with siltstone in the lower 1,000-foot portion of
the sequence, and massive to thick bedded carbonate rocks in the upper
4,000-foot portion of the sequence.

The late Triassic age Gabbs Formation conformably overlies the
Luning Formation. The Gabbs Formation is comprised of three members and consists
of a sequence of thin bedded fossiliferous limestone, argillaceous limestone and
calcareous tuffaceous siltstone totaling 400 feet thick at the type locality in
New York Canyon.

The Sunrise Formation of Jurassic age conformably overlies the
Gabbs Formation. The Sunrise is comprised of five members and consists of a
sequence of quartz latite porphyry flows near the base, thin bedded limestones,
siltstones, silty limestone, tuffaceous siltstone, shale and claystone totaling
about 600 to 800 feet thick at New York Canyon and as much as 1,200 feet thick
in the Pilot Mountains to the southeast. The Sunrise Formation is distinguished
from the Gabbs Formation primarily by fossil type.

Conformably overlying the Sunrise Formation is the Jurassic age
Dunlap Formation, a 3,000 foot thick sequence of basal conglomerate, limestone,
clastic sediment, and andesite and rhyolite flows. Intruding these formations
are Jurassic to Cretaceous age multiphase domes, plugs, dikes and sills
consisting primarily of diorite and granodiorite with areas of quartz monzonite,
granite and other associated felsic rock types.

Tertiary age (mostly Oligocene and Miocene age) mafic to felsic
volcanics, volcanoclastics, flows, tuffs, tuffaceous sediments, and continental
sediments form capping units throughout the region in varying thickness to 8,000
feet. Quaternary rocks consist of various alluvial and lacustrine deposits
forming basin fill deposits, with fanglomerates extending out as debris from the
ranges. These units can be 200 feet or more thick.

Property Geology at New York Canyon

The upper New York Canyon area consists primarily of Luning Formation
  limestone with the small area of Longshot Ridge overlain by rocks of the Gabbs
  and Sunrise Formations. These sedimentary units are in turn intruded by felsic
  sills and dikes. In the Longshot Ridge area the Luning Formation (Lfm) consists
  of thick-bedded limestone and dolomite, typically gray to tan colored units,
  which are exposed in the hillsides below the main ridge.

15

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The Gabbs Formation at Longshot Ridge originally consisted of
very thin bedded to laminated limestone and silty limestone intercalated with
siltstone and shale, all of which have been moderately to highly calc-silicate
altered. Remnant bedding textures are locally evident. The three members of the
formation consist of: G1, the lowest unit, a black, bioclastic limestone
intercalated with siltstone, approximately 250 feet thick; G2, the middle unit,
predominantly argillaceous limestone intercalated with calcareous and tuffaceous
siltstone, approximately 200 feet thick consisting; and G3, the upper unit,
predominantly argillaceous limestone intercalated with siltstone, 0 to 200 feet
thick. The Luning-Gabbs contact at the base of the Gabbs Formation is clearly
marked by a carbonaceous (black bioclastic) limestone.

The two lowest members of the Sunrise Formation (Sfm) at
Longshot Ridge are also moderately skarn and calc-silicate altered. The five
Sunrise members are: S1, the lowest unit, argillaceous limestone intercalated
with siltstone and some quartz latite porphyry flows near the base,
approximately 100 feet thick; S2, fossiliferous bedded limestone intercalated
with siltstone and silty limestone, 50 feet thick; S3, shale and siltstone, 250
feet thick; S4, consists of 200 feet of silty limestone and limestone, 200 feet
thick; and S5, the uppermost unit, claystone and limestone, 200 feet thick.

The Dunlap formation, mentioned in the regional description, is
not present in the Longshot Ridge area. Further, only one of the various
regional Tertiary age volcanic sequences is present along the northern flank of
Longshot Ridge. The felsic intrusive rocks (Fi) of Longshot Ridge are primarily
sills with some local dikes. These sills and dikes are typically only 5 to 20
feet thick but quite abundant. Rock types include granodiorite porphyry,
porphyritic quartz monzonite, quartz monzonite porphyry and quartz-feldspar
porphyry. The average bedding at Longshot ridge strikes N75°E and dips 35°
south.The rocks have been severely faulted and folded with
drag and overturned features common. The major faults are curvilinear with
general trends toward the northeast and northwest. Although many of these faults
are fairly high angle, they commonly change dip direction due to the change of
strike of the structure. There are generally two sets of faults, one trending NE
and the other trending NW, with some local faults that strike N and dip steeply
E. For the most part, these appear to be normal faults with displacements
ranging from 50 to 200 feet.

Deposit Types at New York Canyon Project

Mineralization within the New York Canyon Project consists
principally of contact metasomatic copper skarn deposits, porphyry-type
copper-molybdenum mineralization, and a combination or transition of these two
types of mineralization. The propertys copper skarns may be almost entirely
oxidized, as at Longshot Ridge, or consist of both oxide and sulphide skarns as
at the Champion prospect, located midway between the Longshot Ridge and Copper
Queen prospects. At Copper Queen, the mineralization consists of copper sulphide
skarn and porphyry copper-molybdenum sulphide.

Contact metasomatic skarn (also known as tactite) typically
occurs in carbonate sedimentary rocks adjacent to small to moderate sized
intrusive rock bodies of intermediate composition, such as monzonite and
granodiorite. Heat and fluids from the intrusion recrystallize and alter the
carbonate rocks, converting limestone and limy sediments to higher temperature
calc-silicate minerals such as garnet, epidote, diopside, tremolite and calcite.
A variety of metalliferous deposits can be formed, including those that are
copper-rich, iron-rich or tungsten-rich.

Copper skarns often occur transitional to porphyry-type copper
deposits and are one of the worlds most abundant types of skarn deposits. Sizes
range from small up to 100 million tons or more with grades averaging 1 to 2%
Cu. Associated metallic minerals include chalcopyrite, bornite, magnetite,
specularite, pyrite, pyrrhotite, sphalerite, and molybdenite. Examples of copper
skarn deposits in the southwest US include Carr Fork (Utah), Santa Rita-Pinos
Altos (New Mexico), Mason Valley-Copper Canyon (Nevada) and Mission-Pima
(Arizona).

Porphyry-type copper-molybdenum deposits are closely associated
with and related to moderate sized intrusive rock bodies of intermediate to
felsic composition. Mineralization occurs as disseminated sulphides and as
crosscutting stockwork quartz-sulphide veins within the intrusive and extending
outward into the surrounding rocks. The intrusive bodies are commonly 0.5 to 2
kilometers or more across and their emplacement produces large volumes of
altered and intensely fractured ground.

16

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Porphyry-type deposits are classic large tonnage systems with
large metal contents amenable to low cost bulk mining methods, and these
deposits account for a major portion of the worlds copper and molybdenum
production. Sizes range from 20 million to several billion tons with grades
ranging from about 0.5% to 1.5% Cu. In the southwest US, one of the worlds
best-endowed copper provinces, a typical porphyry copper deposit contains 447
million tons of 0.67% Cu. Examples from this region include Silver Bell,
Yerington, Piedras Verdes and Sanchez.

Mineralization at New York Canyon Project

Mineralization at the New York Canyon Project consists of three
principal copper prospects along a west-northwest structural trend: Copper Queen
on the west, Champion in the center and Longshot Ridge on the east. The Copper
Queen prospect has no exposed mineralization at the surface but contains copper
sulfide skarn at depth and an incompletely confirmed copper-molybdenum sulphide
porphyry system at greater depth. The Champion and Longshot Ridge prospects,
however, have numerous widespread exposures of copper skarn mineralization, both
in surface outcrop and abundant old mine workings. The majority of recent
exploration efforts on the New York Canyon Project have focused on the extensive
oxide copper skarn mineralization at Longshot Ridge. This mineralization is the
subject of the current report.

The copper mineralization and associated alteration at Longshot
Ridge are products of an extensive copper-rich skarn system formed in
carbonaceous sediments of the Luning, Gabbs and Sunrise Formations. Small
amounts of copper occur also in stockwork veinlets in felsic porphyry intrusive
sills and dikes. The copper mineralization consists almost entirely of secondary
copper minerals, principally malachite, azurite, chrysocolla and copper wad, in
order of abundance. Additionally, some copper-rich limonite (goethite) has been
reported. The oxide copper minerals apparently are the products of supergene
weathering and oxidation of primary copper sulphide minerals present in the
original skarn. Because limestones tend to buffer any solution carrying copper
in the supergene environment, copper can be enriched as much as 300 to 400
percent by this supergene weathering process. Oxide copper deposits formed in a
similar manner in many copper districts throughout the southwest US, have
contributed substantially to the copper produced from the associated primary
copper deposits in these districts.

About 90 percent of the Longshot Ridge mineralization is within
the two upper units of the Gabbs Formation. Drilling reveals that the strongest,
thickest and most continuous mineralization occurs in a NE-trending zone, 200
feet wide by 1300 feet long, which is crossed by two NW-trending
structurally-controlled high grade zones, each about 100 feet wide and from 400
to 700 feet long.

Luning Formation  Dolomite and limestone units of the
Luning Formation are altered with the skarn minerals serpentine, talc, garnet,
magnetite and locally diopside. Serpentine and talc form sinuous veins along
structures in the dolomite, a diagnostic feature of dolomite skarns. Due to the
massive nature of the Luning, the skarn suite is confined mostly to small halos
along high-angle structures; for this reason, the copper mineralization is
limited in area but of moderately high grade. Additionally, the Luning contains
small local zones of hematite and dolomite with jasperoid veins a few feet
thick; these zones have fine-grained silica, hematite, goethite, limonite and
copper oxides. Historically, all the higher-grade copper shipped from the New
York Canyon area during World War I was from copper skarns in the Luning, not
from the Gabbs.

Gabbs Formation  Copper mineralization in the Gabbs is
much more widespread but lower grade than in the Luning. The vast majority of
the copper mineralization at Longshot Ridge is in the two upper units of the
Gabbs Formation, principally impure thin-bedded sandy limestone and siltstone.
The limestone is extensively altered to a skarn mineral suite of garnet,
diopside and magnetite; the siltstone is altered to hornfels. Due to the brittle
nature of diopside, the diopside-rich skarns are more abundantly fractured and
slightly rich in copper than the garnet-rich skarns. Typical Gabbs skarns are
only 5 to 15 feet thick, but there are many of them.

The lowest Gabbs unit, a carbonaceous bioclastic limestone
contains the boundary between marbleized limestone and calc-silica altered
limestone (the so-called marble line) but it rarely contains skarn
mineralization. It is cut by high-angle structures that were used as feeders for
the plentiful skarns and hornfels which formed in the more reactive or permeable
rocks of the two overlying Gabbs units. Granodiorite porphyry intrusions were
later emplaced as dikes along the same structures and as sills in the permeable
beds. The skarns are more commonly proximal to the sills.

17

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Sunrise Formation  The two lowest sedimentary units of
the Sunrise Formation, impure thin-bedded sandy limestone and siltstone, are
altered to a skarn suite of garnet, diopside and magnetite in the limestone and
to hornfels in the siltstone. As in the Gabbs, copper mineralization is
widespread but relatively low grade. However the Sunrise skarns are relatively
thick, on the order of 50 feet. The largest skarn bed is the Mayflower Mine,
which was mined on a fairly large scale. It is capped by hornfels-altered
sedimentary rocks

Current State of Exploration

We are continuing to pursue our exploration program on the New
York Canyon Project. Due to insufficient financing, we did not carry out our
exploration program during the year ended June 30, 2008. The current work
program for New York Canyon Project comprises of drilling an initial 56 holes at
Longshot Ridge to outline the mineralized zone followed by 14 drill holes at
Copper Queen to test the mineralization at depth there. Geophysical surveys are
intended to cover the main areas of interest to develop further drill targets.
Drilling to date at the Longshot Ridge copper deposit has confirmed and expanded
on the known extent of the copper oxide mineralization, which is exposed at
surface and has been tested to depths up to 400 feet. With the exception of
holes 06-13R and 06-14R, all drill holes completed in 2006 have indicated the
consistent and wide spread nature of the copper mineralization at Longshot
Ridge. The recent data is being incorporated into the overall New York Canyon
Project database in order to develop a resource estimate of the copper content
at Longshot Ridge.

Previous Exploration Work Completed on the New York Canyon
Project

On October 18, 2006, we announced that nine new targets have
been identified from the geophysical surveys completed on the New York Canyon
Project. The 2006 geophysical survey program completed on the New York Canyon
Project consisted of a ground magnetic survey, an induced polarization ("IP")
survey, compilation and review of historic geophysical surveys and
interpretation that identified additional target areas for further drilling. A
134 line kilometre ground magnetics survey was completed by Magee Geophysical
Services LLC in March, 2006. Lines were oriented N15E, spaced 100 metres apart
and extend from the western side of the Copper Queen zone six kilometres to the
east to cover the Champion and Longshot Ridge zones. A 50.4 line kilometre
dipole-dipole IP survey was completed on 17 grid lines by Zonge Geosciences Inc.
Readings were taken at N=1 to 7 separations allowing an effective depth
penetration of approximately 400 metres. The lines were generally spaced at 100
metres except over areas of low magnetic response where the spacing was
increased to 200 or 400 metres. This IP survey provides expansive coverage over
the key mineralized areas and was of sufficient density to permit 3D inversion
imagery. Jim Wright of J.L. Wright Geophysics Inc. conducted the data
processing, inversion and interpretation of the geophysical data.

In his report, Mr. Wright notes that the historic gravity data
is important for constraining the western limits for exploration. Structures
interpreted from the gravity indicate multiple stepped faults that down drop
mineralized zones to the west. The magnetic survey outlines a number of possible
intrusive centers, including those that are associated with the Champion, Copper
Queen and Longshot Ridge mineralized zones. A substantial area measuring 1.9 km
by 1.3 km correlates well with the mapped skarn and intrusive rocks at Longshot
Ridge. Drilling to date on this zone has covered an approximate 450 metre by 600
metre area.

Mr. Wright notes that the mineralized zones and associated
magnetic high areas are relative chargeability lows surrounded by very large
chargeability high areas. Low resistivity has a direct correlation with all
mineralized zones and active magnetic areas. Through his compilation and
interpretation of the geophysical survey data, Mr. Wright developed target
criteria based upon geophysical characteristics. Based on these selection
criteria, nine target zones are identified that require follow up drill testing.
The targets show consistent line to line correlation with structures or magnetic
trends and are in areas that have not been previously drilled. Mr. Wright has
recommended 14 drill holes totaling 5,320 metres to test these target zones. Our
drilling has indicated that the mineralized systems have not as yet been
thoroughly evaluated and substantial drilling is required to outline the extent
of mineralization at Copper Queen, Champion and Longshot Ridge. The geophysical
surveys provide further evidence that these three key mineralized zones may form
part of the same system offset by basin and range structures and that there are
additional targets that require further evaluation.

We contracted Leroy Kay Drilling of Yerington, Nevada to
provide core drilling services at the New York Canyon Project in 2006. Mr. Kay
has provided drilling services to us for the past two years and began core
drilling operations at the New York Canyon Project in early May, 2006. Drill
core is expected to allow thorough

18

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geological modeling of both the Longshot Ridge Claims copper
oxide skarn system and the Copper Queen Claims copper-molybdenum porphyry
mineralized area. Core samples will be used for metallurgical testing in order
to identify a beneficial copper extraction technique in the oxide mineralized
zones. Equipment and crew were mobilized to the project site at the end of
March, with drilling commencing April 3, 2006. Drilling, grid work, geophysical
surveys and permitting were ongoing during April and continued to June, 2006.

In fiscal 2007, the following results were received by Canyon
Copper from re-analyses conducted on all pulps generated from the 2006 drill
program:

|Hole ID   | From(ft)                     | To(ft) | Length(ft) | Copper(%)
|--------- | ---------------------------- | ------ | ---------- | ---------
|06-11R*   | 0                            | 10     | 10         | 1.03     
|          | 55                           | 95     | 40         | 0.26     
|          | 195                          | 215    | 20         | 0.44     
|06-13R*   | No
      Significant Results |        |            |          
|06-14R*   | No
      Significant Results |        |            |          
|06-15R*   | 95                           | 135    | 40         | 0.39     
|06-20R*   | 85                           | 95     | 10         | 0.78     
|          | 125                          | 140    | 15         | 0.43     
|06-21C*   | 10                           | 125    | 115        | 0.54     
|including | 105                          | 125    | 20         | 1.03     
|06-22R*   | 0                            | 25     | 25         | 0.39     
|          | 55                           | 125    | 70         | 0.32     
|          | 295                          | 310    | 15         | 0.90     
|06-23C*   | 0                            | 45     | 45         | 0.35     
|          | 80                           | 310    | 230        | 0.78     
|including | 210                          | 270    | 60         | 1.72     
|06-24R*   | 30                           | 70     | 40         | 0.29     
|          | 95                           | 165    | 70         | 0.41     
|06-25R*   | 70                           | 180    | 110        | 0.47     
|including | 120                          | 150    | 30         | 0.96     
|          | 450                          | 485    | 35         | 0.34     
|06-26C*   | 20                           | 115    | 95         | 0.29     
|06-27R*   | 0                            | 70     | 70         | 0.16     
|including | 55                           | 70     | 15         | 0.37     
|          | 290                          | 330    | 40         | 0.23     
|06-28R*   | 0                            | 185    | 185        | 0.53     
|including | 35                           | 85     | 50         | 1.08     
|06-29C*   | 10                           | 45     | 35         | 0.28     
|06-30R*   | 0                            | 50     | 50         | 0.23     
|          | 120                          | 225    | 105        | 0.28     
|including | 120                          | 170    | 50         | 0.45     
|06-31R*   | 0                            | 130    | 130        | 0.32     
|          | 190                          | 380    | 190        | 0.87     
|including | 285                          | 375    | 90         | 1.06     
|06-32C*   | 65                           | 148    | 83         | 0.66     
|including | 110                          | 148    | 38         | 1.09     
|06-33C*   | 10                           | 200    | 190        | 0.52     
|including | 60                           | 95     | 35         | 0.84     
|          | 175                          | 195    | 20         | 1.50     

Notes*
Reverse Circulation holes are designated R and diamond drill core holes are
designated C.

19

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The analyses of total copper content reported were completed by
ALS Chemex using their AA62 atomic absorption procedure. A thorough quality
assurance/quality control protocol of certified standard reference materials,
duplicates and blanks was conducted during the analytical process.

Core hole 06-23C returned an average of 0.78% copper over a 230
foot interval starting from 80 feet. Included in this interval is a 60 foot
section that averaged 1.72% copper from 210 to 270 feet. An upper interval from
surface to 45 feet intersected 0.35% copper. RC drill 06-11R was drilled
vertically to a depth of 265 feet. As shown in the table above, three
mineralized horizons were encountered starting from surface to a depth of 215
feet within skarn altered siltstone varying from 0.26% copper over 40 feet to
1.03% copper over 10 feet. Drill holes 06-13R and 06-14R were both drilled
vertically to depths of 365 feet and 350 feet respectively. These holes are
located in the south-western area of Longshot Ridge within variably skarn
altered siltstone. These holes, spaced approximately 120 feet apart, did not
return any significant copper mineralization and may define the near surface
limit of mineralization in this direction.

Hole 06-15R, located in the south central area of Longshot
Ridge, returned an average of 0.39% copper over a 35 foot interval from 95 to
130 feet. Hole 06-20R was drilled in the south central portion of Longshot
Ridge. This vertical hole returned an average of 0.80% copper over a 10 foot
interval from 85 to 95 feet from within skarn altered marble and a 15 foot
interval from 125 feet that averaged 0.43% copper in altered siltstone. Core
hole 06-21C is located in the northwest area of Longshot Ridge. This vertical
drill hole returned 0.54% copper over a 115 foot interval starting at 10 feet,
including 1.03% copper over 20 feet from 105 to 125 feet. Hole 06-22R is located
in the central portion of Longshot Ridge and intersected three mineralized
horizons as shown in the table above, including 0.90% copper over 15 feet
starting at 295 feet. Hole 06-24R is located in the south central portion of the
Longshot Ridge deposit and returned an average of 0.29% copper over 40 feet
starting at 30 feet depth and a 70 foot interval averaging 0.41% copper starting
at 95 feet.

Hole 06-25R was drilled from the same setup as 06-24R and
oriented towards the northwest at a 60 degree angle to a depth of 600 feet. The
hole returned 0.47% copper over a 110 foot interval starting at 70 feet,
including a 30 foot interval from 120 feet that averaged 0.96% copper. A further
35 foot interval from 450 feet returned an average of 0.34% copper. Drill hole
06-26C is located in the north east portion of Longshot Ridge and was drilled
vertically to a depth of 534 feet. Drilling intersected weak skarn alteration in
siltstone and limestone of the Gabbs Formation overlying Luning Formation
limestone. The hole intersected weak to moderate copper mineralization from the
start of sampling at 20 feet to 115 feet and averaged 0.29% Cu over this 95 foot
distance. Copper mineralization in nearby outcrop indicates that the
mineralization extends from surface.

06-27R is located in the central west edge of the tested limit
of Longshot Ridge and was drilled vertically to a depth of 335 feet.
Mineralization is hosted within variable skarn alteration in siltstone and
limestone. Sampling returned a 15 foot interval from 55 to 70 feet that averaged
0.37% Cu and a 40 foot interval further down the hole from 290 to 330 feet that
averaged 0.23% Cu. 06-28R is located 300 feet northwest of 06-27R within a zone
of strong skarn alteration of siltstone and limestone within the Gabbs Fm. The
hole was drilled vertically to a depth of 345 feet and is the most westerly
located hole drilled to date on Longshot Ridge. Surface workings indicate that
mineralization extends at least 300 feet further west. Hole 06-28R returned a
broad zone of copper mineralization extending from surface to 185 feet that
averaged 0.53% Cu and included a strong zone of mineralization extending from 35
feet to 85 feet that averaged 1.08% Cu.

06-29C is located in the northern end of Longshot Ridge and was
drilled vertically to a depth of 500 feet. The hole intersected the Luning
Formation limestone unit that was non to weakly altered. An interval from the
start of sampling at 10 feet to 45 feet averaged 0.28% Cu. 06-30R is located 260
feet southwest of 06-29C and was drilled vertically to a depth of 225 feet.
Copper mineralization is hosted within calc-silicate and skarn altered limestone
adjacent to quartz monzonite sills. An interval from surface to 50 feet averaged
0.23% Cu and a second interval from 120 to 225 feet averaged 0.28% Cu. The
mineralization remains open to the north, west and at depth.

06-31R is located in the west central area of Longshot Ridge.
The hole was angled to the northwest at a dip of 600 to a depth of
545 feet. The hole intersected moderate skarn alteration within siltstone and
limestone of the Gabbs Fm. Mineralization extends from surface to 380 feet with
an upper 130 foot zone averaging 0.32% Cu and a lower 190 foot zone starting at
190 feet that averages 0.87% Cu. Included within this interval is a 90 foot zone
extending from 285 feet that averages 1.06% Cu. 06-32C is located at the
northern portion of

20

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Longshot Ridge. The hole was drilled northwest across
stratigraphy at an angle of 700 to a depth of 284 feet. An 83 foot
interval starting at 65 feet returned an average of 0.66% Cu.

06-33C is located in north central Longshot Ridge,
approximately 350 feet south of 06-32C. The hole was drilled towards the
northwest at an angle of 70° to a depth of 345 feet. A 190 foot zone
from the start of sampling at 10 feet to 200 feet averaged 0.52% Cu, with a 20
foot zone from 175 to 195 feet averaging 1.50% Cu.

Drilling to date at the Longshot Ridge copper deposit has
confirmed and expanded on the known extent of the copper oxide mineralization,
which is exposed at surface and has been tested to depths up to 400 feet. With
the exception of holes 06-13R and 06-14R, all drill holes completed in 2006 have
indicated the consistent and wide spread nature of the copper mineralization at
Longshot Ridge. The recent data is being incorporated into the overall New York
Canyon project database in order to develop a resource estimate of the copper
content at Longshot Ridge.

ITEM
3.            LEGAL
PROCEEDINGS.

On May 25, 2005, the United States Securities and Exchange
Commission (the SEC) issued a formal order of private investigation to Canyon
Copper Corp. (formerly Aberdene Mines Limited). In connection with the
investigation order, we received subpoenas from the SEC requesting the
production of certain of our documents, relating to, among other things, our
transactions with Langley Park, PLC and the principals of Langley Park, PLC,
certain of our news releases and certain materials sent to our stockholders.
Effective October 23, 2007, the SEC informed us that it completed its
investigation and did not intend to seek any enforcement action against us.

On December 20, 2005, the British Columbia Securities
Commission (the BCSC) issued a formal investigation order to Canyon Copper and
certain of our former officers pursuant to the Securities Act of British
Columbia in connection with certain news releases and materials sent to our
stockholders in 2004. We are cooperating fully with the BCSC inquiry and have
submitted all requested documents in connection with the investigation to date.
Effective October 3, 2007, the BCSC informed us that it completed its
investigation and did not intend to seek any enforcement action against us.

On January 29, 2007, we received a statement of claim filed in
the Ontario Superior Court of Justice from a company claiming unpaid investor
relations fees of $25,916 and requesting the balance of an alleged retainer of
$84,000. Canyon Copper is vigorously disputing this claim and believes this
action is without merit.

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

None.

21

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------------

Quotations for our common stock are currently on the
Over-The-Counter Bulletin Board (the OTC Bulletin Board) under the symbol
CYOO. The high and the low bid prices for our shares for the last two fiscal
years of actual trading, as quoted in the OTC Bulletin Board, as applicable,
were:

|QUARTER         | HIGH ($) | LOW ($)
|--------------- | -------- | -------
|1stQuarter 2007 | 0.60     | 0.28   
|2ndQuarter 2007 | 0.34     | 0.21   
|3rdQuarter 2007 | 0.355    | 0.24   
|4thQuarter 2007 | 0.37     | 0.28   
|1stQuarter 2008 | 0.32     | 0.15   
|2ndQuarter 2008 | 0.30     | 0.11   
|3rdQuarter 2008 | 0.24     | 0.13   
|4thQuarter 2008 | 0.16     | 0.08   

Quotations entered on the OTC Bulletin Board reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.

Holders of Our Common Stock

As of September 22, 2008, we had 77 registered stockholders
holding 76,981,399 of our issued and outstanding common stock.

Dividends

There are no restrictions in our Articles of Incorporation or
Bylaws that prevent us from declaring dividends. Our governing status, Chapter
78 of the Nevada Revised Statutes, however, do prohibit us from declaring
dividends where, after giving effect to the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                             
| | 2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      stockholders who have preferential rights superior to those receiving the
      distribution.

We have not declared any dividends and we do not plan to
declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

All unregistered sales of our equity securities made during the
fiscal year ended June 30, 2008 have been previously reported in our Quarterly
Reports on Form 10-Q or Form 10-QSB and our Current Reports on Form 8-K.

22

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ITEM
7.            
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

PLAN OF OPERATION

Our plan of operation for the next twelve months is to continue
our initial exploration activities of the New York Canyon Project in Nevada.

Our estimated expenses for the next twelve months are as
follows:

|ITEM AND ACTIVITY                                     |   | 12 Month Total | 
|----------------------------------------------------- | - | -------------- | 
|                                                      |   | Budget         | 
|LAND STATUS                                           |   |                | 
|2008 - 2009 unpatented claim maintenance fees         | $ | 175,000        | 
|Monthly Payments  Patented Claims                    |   | 45,000         | 
|PERMITTING                                            |   |                | 
|Road and drill site work                              |   | 50,000         | 
|Archeological and biological surveys                  |   | 20,000         | 
|Water quality monitoring                              |   | 20,000         | 
|Drill Permitting & Bonding                            |   | 100,000        | 
|Reclamation                                           |   | 20,000         | 
|DRILL PROGRAM                                         |   |                | 
|(includes assays & supervision)                       |   |                | 
|Compile data for engineering evaluation               |   | 60,000         | 
|Drilling Reverse Circular                             |   | 900,000        | 
|Drilling Core                                         |   | 600,000        | 
|METALLURGICAL PROGRAM                                 |   |                | 
|Investigation into acid costs, sites, transport, etc. |   | -              | 
|Preliminary metallurgical work                        |   | 105,000        | 
|Preliminary alternative leach studies                 |   | 150,000        | 
|ENGINEERING & REPORTING                               |   |                | 
|Engineering Reports                                   |   | 20,000         | 
|Modeling, Scoping study                               |   | 50,000         | 
|GEOPHYSICAL SURVEYS                                   |   |                | 
|Induced polarization                                  |   | 70,000         | 
|Airborne radiometric survey                           |   | 65,000         | 
|GEOLOGICAL MAPPING AND INVESTIGATIONS                 |   |                | 
|Mapping and sampling                                  |   | 50,000         | 
|Contingency 10%                                       |   | 250,000        | 
|Management fee 5%                                     |   | 125,000        | 
|GENERAL AND ADMINISTRATIVE EXPENSES                   |   |                | 
|General and Administrative                            |   | 325,000        | 
|TOTAL                                                 | $ | 3,200,000      | 

Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project and requires us
to obtain additional financing. We recorded a net loss of $1,216,504 for the
year ended June 30, 2008 and have an accumulated deficit of $17,076,472 since
inception. As at June 30, 2008, we had cash of $15,580 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 $3,200,000.

23

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Accordingly we do not have sufficient funds to meet our planned
expenditures over the next twelve months and will need to seek additional
financing to meet our planned expenditures.

We have not had revenues since inception. We are currently
seeking to identify sources of additional financing. However, there is no
assurance we will be successful in raising the necessary funding or on terms
that are acceptable to us. Since inception, we have been dependent on investment
capital and debt financing from third parties as our primary source of
liquidity. We anticipate continuing to rely on equity sales of shares of our
common stock and loans in order to continue to fund our business operations.
Issuances of additional shares will result in further dilution of our existing
shareholders. See Future Financings, below.

RESULTS OF OPERATIONS

|Summary of Year End Results |   |                          |   |   |            |   |  |                     | 
|--------------------------- | - | ------------------------ | - | - | ---------- | - |  | ------------------- | 
|                            |   | Year
      Ended June 30 |  
|                            |   |                          |   |   |            |   |  | Percentage          | 
|                            |   | 2008                     |   |   | 2007       |   |  | Increase / Decrease | 
|Revenue                     | $ | -                        |   | $ | -          |   |  | n/a                 | 
|Operating Expenses          |   | (1,193,792               | ) |   | (1,617,880 | ) |  | (26.2)%             | 
|Other Income (Expense)      |   | (22,712                  | ) |   | (559,398   | ) |  | (95.9)%             | 
|Net Income (Loss)           | $ | (1,216,504               | ) | $ | (2,177,278 | ) |  | (44.1)%             | 

Revenue

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 property.

Expenses

The major components of our expenses for the year are outlined
in the table below:

|                                                 |   | Year Ended June 30 |  
|------------------------------------------------ | - | ------------------ | -
|                                                 |   |                    |  
|                                                 |   | 2008               |  
|Operating expenses:                              |   |                    |  
|Depreciation                                     | $ | -                  |  
|Foreign exchange loss (gain)                     |   | 3,568              |  
|General and administrative                       |   | 911,796            |  
|Impairment of mineral property costs             |   | -                  |  
|Impairment loss on equipment                     |   | -                  |  
|Mineral exploration costs                        |   | 278,428            |  
|Sub-total                                        | $ | 1,193,792          |  
|Other expenses:                                  |   |                    |  
|Accretion of discounts on convertible debt       | $ | 142,954            |  
|(Gain) Loss on change in fair values of          |   | (101,685           | )
|beneficial conversion features                   |   |                    |  
|Interest expense                                 |   | 85,849             |  
|Recovery of loss (impairment loss) on investment |   | (104,406           | )
|securities                                       |   |                    |  
|Sub-total                                        | $ | 22,712             |  
|Total Expenses                                   | $ | 1,216,504          |  

24

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We incurred operating expenses in the amount of $1,193,792 for
the fiscal year ended June 30, 2008 as compared to $1,617,880 for the fiscal
year ended June 30, 2007.

General and administration expenses consist of consulting fees,
professional fees and stock based compensation. Our general and administration
expenses increased during the year ended June 30, 2008 due to the fact that we
recorded stock based compensation of $578,932. We also entered into management
consultant agreements with our Chief Executive Officer and President. Under the
terms of the management consultant agreements, we agreed to pay our Chief
Executive Officer and our President a consulting fee of CDN $5,000 per month. We
did not incur any consulting fees to our Chief Executive Officer and our
President during the year ended June 30, 2007.

Mineral exploration costs consisted of mineral lease payments
in connection with our New York Canyon Project. Our mineral exploration costs
decreased during the year ended June 30, 2007 due to the fact that we did not
conduct exploration work on the New York Canyon Project in fiscal 2008.

During the year ended June 30, 2008, we received proceeds of
$104,406 from the dissolution of Langley Park. In fiscal 2007, we recognized an
impairment loss of $224,503 on our 1,027,974 Langley Park shares.

We anticipate that the 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
      June, 2008 |   |   | At
      June 30, 2007 |   |  | Increase / Decrease | 
|Current Assets                    | $ | 26,015              |   | $ | 50,324                 |   |  | (48.3)%             | 
|Current Liabilities               |   | (1,404,372          | ) |   | (1,140,201             | ) |  | 23.1%               | 
|Working Capital Surplus (Deficit) | $ | (1,378,357          | ) | $ | (1,089,877             | ) |  | 26.5%               | 

|Cash Flows                                    |   |                     |   |   |                     |  
|--------------------------------------------- | - | ------------------- | - | - | ------------------- | -
|                                              |   | Year Ended          |   |   | Year Ended          |  
|                                              |   | June
      30, 2008 |   |   | June
      30, 2007 |  
|Cash Flows used in Operating Activities       | $ | (368,821            | ) | $ | (1,274,264          | )
|Cash Flows used in Investing Activities       |   | -                   |   |   | (293,138            | )
|Cash Flows provided by Financing Activities   |   | 350,000             |   |   | 1,462,053           |  
|Net Increase (decrease) in Cash During Period | $ | (18,821             | ) | $ | (105,349            | )

The increase in our working capital deficit from $1,089,877 as
  at June 30, 2007 to a working capital deficit of $1,378,357 as at June 30, 2008
  was primarily a result of our inability to obtain sufficient financing to fund
  our planned mineral exploration program. During the year ended June 30, 2008
  we raised $350,000 from debt and equity financings to fund our mineral lease
  payments and for general and administrative expenses.

On August 13, 2007, we completed the sale of 1,200,000 units
  to one investor for total proceeds of $300,000.

We also received the following loans from Mr. Harvey, our Chief
Executive Officer and Chairman:

| | (a) | a loan of $25,000, bearing interest at a rate of 15% per
      annum and due on or before October 1, 2008; and 
| | --- | ---------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                
| | (b) | a loan of CDN $25,000, bearing interest at a rate of 15%
      per annum and due on or before November 8, 2008.

Subsequent to our year ended June 30, 2008, we received a loan
of $25,000 CDN from Mr. Harvey. The loan bears interest at a rate of 15% per
annum and is due on or before January 7, 2009. In addition, we also completed
the sale of 5,000,000 Units for total proceeds of $500,000.

25

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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 additional financing. We recorded a net loss of $1,216,504 for the
year ended June 30, 2008 and have an accumulated deficit of $17,076,472 since
inception. As at June 30, 2008, we had cash of $15,580 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 $3,200,000.
Accordingly, we do not have sufficient funds to meet our planned expenditures
over the next twelve months and will need to seek additional financing to meet
our planned expenditures. There is no assurance that we will be able to obtain
additional financing in the future.

On March 29, 2007, we entered into an engagement letter with
Union Securities Ltd. (Union) pursuant to which Union agreed to act as our
sponsor in connection with a proposed listing of our common stock on a Canadian
stock exchange and to act as our agent for a proposed equity offering of a
minimum of $6,000,000 and a maximum of $12,000,000 in units to non-US residents
pursuant to Regulation S. Each unit is expected to consist of one common share
and one share purchase warrant to purchase an additional common share at a price
to be determined for a period of 18 months from the closing of the offering. We
have agreed to pay Union a sponsorship fee of $25,000 (which fee has been paid),
a cash commission equal to 8% of the proceeds received from units sold and
options to acquire additional shares of our common stock equal to 10% of the
number of units sold. As a condition of the engagement letter, on or before the
closing of the offering, we must provide Union with a copy of our final listing
application and the conditional listing approval of the Canadian stock exchange.

On August 1, 2007, we approved an offering on a private
placement basis of up to 2,000,000 units at a price of $0.25 per unit pursuant
to Regulation S of the Securities Act. Each unit consists of one share of the
Corporations common stock and one share purchase warrant, each warrant
entitling the holder thereof to purchase an additional share of our common stock
for a period of one year from the date of issuance at an exercise price of $0.30
per share. On August 15, 2007, we issued 1,200,000 units to one subscriber. The
balance of the offering has not been closed and there is no assurance that the
remaining units will be sold.

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

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are the most important to the portrayal of our current financial
condition and results of operations.

Use of Estimates

The preparation of financial statements in accordance with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses in the reporting period. We regularly evaluate estimates
and assumptions related to long-lived assets, derivative liabilities, asset
retirement obligations, stock-based compensation and deferred income tax asset
valuations. We base our estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by us may differ materially

26

---

and adversely from our estimates. To the extent there are material
  differences between the estimates and the actual results, future results of
  operations will be affected.

Mineral Property Costs

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

Stock-based Compensation

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

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

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

27

---

ITEM
8.            
FINANCIAL STATEMENTS AND SUPLEMENTARY DATA.

Index to Financial Statements

|1. | Report of Independent Registered Public Accounting
      Firm:                 
|-- | -------------------------------------------------------------------------------
|   |                                                                                
|2. | Audited Financial Statements for the year ended June 30,
      2008, including:
|   |                                                                                
|   | a.                                                                             
|   |                                                                                
|   | b.                                                                             
|   |                                                                                
|   | c.                                                                             
|   |                                                                                
|   | d.                                                                             
|   |                                                                                
|   | e.                                                                             

28

---

Canyon Copper Corp.
  (An Exploration Stage Company)

June 30, 2008





|                                                        | Index
|------------------------------------------------------- | -----
|                                                        |      
|Report of Independent Registered Public Accounting Firm | F1  
|                                                        |      
|Balance Sheets                                          | F2  
|                                                        |      
|Statements of Operations                                | F3  
|                                                        |      
|Statements of Cash Flows                                | F4  
|                                                        |      
|Statement of Stockholders Equity (Deficit)             | F5  
|                                                        |      
|Notes to the Financial Statements                       | F9  

---



Report of Independent Registered Public Accounting Firm

To the Stockholders and Directors 
  of Canyon Copper Corp. 
  (An Exploration Stage Company)

We have audited the accompanying balance sheets of Canyon Copper
  Corp. (An Exploration Stage Company) as of June 30, 2008 and 2007 and the related
  statements of operations, cash flows and stockholders equity (deficit)
  for the years then ended and accumulated for the period from January 21, 2000
  (Date of Inception) to June 30, 2008. These financial statements are the responsibility
  of the Companys management. Our responsibility is to express an opinion
  on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audits to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. The Company is not required to have, nor were we
  engaged to perform, an audit of its internal control over financial reporting.
  An audit includes consideration of internal control over financial reporting
  as a basis for designing audit procedures that are appropriate in the circumstances,
  but not for the purpose of expressing an opinion on the effectiveness of internal
  control over financial reporting. Accordingly, we express no such opinion. An
  audit also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation. We believe that our audits provide a reasonable basis for our
  opinion.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of Canyon Copper Corp.
  (An Exploration Stage Company), as of June 30, 2008 and 2007, and the results
  of its operations and its cash flows for the years then ended and accumulated
  for the period from January 21, 2000 (Date of Inception) to June 30, 2008, in
  conformity with generally accepted accounting principles used in the United
  States.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has not generated any revenue, has a working
  capital deficit and has incurred significant operating losses since inception.
  These factors raise substantial doubt about the Companys ability to continue
  as a going concern. Managements plans in regard to these matters are also
  discussed in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 26, 2008

F-1

---

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

|                                                                |  | June 30,    |   |  | June 30,    |  
|--------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                |  | 2008        |   |  | 2007        |  
|                                                                |  | $           |   |  | $           |  
|ASSETS                                                          |  |             |   |  |             |  
|                                                                |  |             |   |  |             |  
|Current Assets                                                  |  |             |   |  |             |  
|                                                                |  |             |   |  |             |  
|Cash                                                            |  | 15,580      |   |  | 34,401      |  
|Prepaid
      expenses and deposits                             |  | 10,435      |   |  | 15,923      |  
|                                                                |  |             |   |  |             |  
|Total Assets                                                    |  | 26,015      |   |  | 50,324      |  
|                                                                |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                           |  |             |   |  |             |  
|                                                                |  |             |   |  |             |  
|Current Liabilities                                             |  |             |   |  |             |  
|                                                                |  |             |   |  |             |  
|Accounts payable (Notes 5(d) and (e))                           |  | 376,835     |   |  | 222,153     |  
|Accrued liabilities (Note 4)                                    |  | 143,979     |   |  | 64,829      |  
|Due to related parties (Note 5)                                 |  | 145,046     |   |  | 108,957     |  
|Convertible debt, less unaccreted
      discount of $72,506 and |  |             |   |  |             |  
|$63,958, respectively
      (Note 6)                            |  | 647,495     |   |  | 703,061     |  
|Derivative liabilities (Note 6)                                 |  | 91,017      |   |  | 41,201      |  
|                                                                |  |             |   |  |             |  
|Total Current Liabilities                                       |  | 1,404,372   |   |  | 1,140,201   |  
|                                                                |  |             |   |  |             |  
|Convertible debt
      (Note 6)                                 |  | 49,092      |   |  | -           |  
|                                                                |  |             |   |  |             |  
|Total Liabilities                                               |  | 1,453,464   |   |  | 1,140,201   |  
|                                                                |  |             |   |  |             |  
|Contingencies (Notes 1 and 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: 500,000,000 shares, par value $0.00001              |  |             |   |  |             |  
|Issued and outstanding: 71,981,399
      shares                 |  |             |   |  |             |  
|(June 30, 2007 - 70,781,399 shares)                             |  | 720         |   |  | 708         |  
|                                                                |  |             |   |  |             |  
|Additional Paid-in Capital                                      |  | 15,648,298  |   |  | 14,769,378  |  
|                                                                |  |             |   |  |             |  
|Deficit Accumulated
      During the Exploration Stage          |  | (17,076,472 | ) |  | (15,859,968 | )
|                                                                |  |             |   |  |             |  
|Total Stockholders
      Deficit                               |  | (1,427,449  | ) |  | (1,089,877  | )
|                                                                |  |             |   |  |             |  
|Total Liabilities
      and Stockholders Deficit               |  | 26,015      |   |  | 50,324      |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-2

---

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

|                                                                      |  | Accumulated from    |   |  |            |  
|--------------------------------------------------------------------- |  | ------------------- | - |  | ---------- | -
|                                                                      |  | January 21, 2000    |   |  | For the    |  
|                                                                      |  | (Date of Inception) |   |  | Year Ended |  
|                                                                      |  | to June 30,         |   |  | June 30,   |  
|                                                                      |  | 2008                |   |  | 2008       |  
|                                                                      |  | $                   |   |  | $          |  
|                                                                      |  |                     |   |  |            |  
|Revenue                                                               |  |                    |   |  |           |  
|                                                                      |  |                     |   |  |            |  
|Expenses                                                              |  |                     |   |  |            |  
|                                                                      |  |                     |   |  |            |  
|Depreciation                                                          |  | 5,540               |   |  |           |  
|Foreign exchange loss (gain)                                          |  | (14,796             | ) |  | 3,568      |  
|General and administrative
      (Note 5)                             |  | 8,382,308           |   |  | 911,796    |  
|Impairment of mineral property costs                                  |  | 2,759,130           |   |  |           |  
|Impairment of property
      and equipment                            |  | 10,811              |   |  |           |  
|Mineral
      exploration costs                                       |  | 4,358,751           |   |  | 278,428    |  
|                                                                      |  |                     |   |  |            |  
|Total Operating Expenses                                              |  | 15,501,744          |   |  | 1,193,792  |  
|                                                                      |  |                     |   |  |            |  
|Operating Loss                                                        |  | (15,501,744         | ) |  | (1,193,792 | )
|                                                                      |  |                     |   |  |            |  
|Other Income (Expense)                                                |  |                     |   |  |            |  
|                                                                      |  |                     |   |  |            |  
|Accretion of discounts on convertible debt                            |  | (558,770            | ) |  | (142,954   | )
|Gain on change in fair
      values of beneficial conversion features |  | 105,326             |   |  | 101,685    |  
|Interest expense                                                      |  | (232,357            | ) |  | (85,849    | )
|Loss on sale of investment
      securities                           |  | (411,430            | ) |  |           |  
|Loss on settlement of debt                                            |  | (2,871              | ) |  |           |  
|Recovery of loss (impairment loss) on
      investment securities     |  | (474,626            | ) |  | 104,406    |  
|                                                                      |  |                     |   |  |            |  
|Total Other Income (Expense)                                          |  | (1,574,728          | ) |  | (22,712    | )
|                                                                      |  |                     |   |  |            |  
|Net Loss                                                              |  | (17,076,472         | ) |  | (1,216,504 | )
|                                                                      |  |                     |   |  |            |  
|Net Loss Per Share  Basic and Diluted                                |  |                     |   |  | (0.02      | )
|                                                                      |  |                     |   |  |            |  
|Weighted Average Shares Outstanding                                   |  |                     |   |  | 71,834,000 |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-3

---

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

|                                                                                 |  | Accumulated from    |   |  |            |   |  |            |  
|-------------------------------------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ---------- | -
|                                                                                 |  | January 21, 2000    |   |  | For the    |  
|                                                                                 |  | (Date of Inception) |   |  | Year Ended |  
|                                                                                 |  | to June 30,         |   |  | June 30,   |  
|                                                                                 |  | 2008                |   |  | 2008       |   |  | 2007       |  
|                                                                                 |  | $                   |   |  | $          |   |  | $          |  
|Operating Activities                                                             |  |                     |   |  |            |   |  |            |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Net loss                                                                         |  | (17,076,472         | ) |  | (1,216,504 | ) |  | (2,177,278 | )
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Adjustments to reconcile net loss
      to net cash used in operating            |  |                     |   |  |            |   |  |            |  
|activities:                                                                      |  |                     |   |  |            |   |  |            |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Accretion of discounts on
      convertible debt                                 |  | 558,770             |   |  | 142,954    |   |  | 235,633    |  
|Amortization
      of deferred financing costs                                   |  | 27,475              |   |  |           |   |  | 27,475     |  
|Bad debt expense                                                                 |  | 3,000               |   |  |           |   |  | 3,000      |  
|Depreciation                                                                     |  | 5,540               |   |  |           |   |  |           |  
|Foreign exchange translation
      loss on debt                                  |  | (23,039             | ) |  | 2,656      |   |  |           |  
|Gain on change
      in fair values of beneficial conversion features            |  | (105,326            | ) |  | (101,685   | ) |  | (3,641     | )
|Loss on sale of investment
      securities                                      |  | 411,430             |   |  |           |   |  |           |  
|Loss on settlement
      of related party debt                                   |  | 2,871               |   |  |           |   |  |           |  
|Impairment loss on investment
      securities                                   |  | 579,032             |   |  |           |   |  | 224,053    |  
|Impairment
      of mineral property costs                                       |  | 2,747,630           |   |  |           |   |  | 466,088    |  
|Impairment of property and
      equipment                                       |  | 10,811              |   |  |           |   |  | 10,811     |  
|Stock-based
      compensation                                                   |  | 4,509,490           |   |  | 578,932    |   |  |           |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Changes in operating assets and
      liabilities:                               |  |                     |   |  |            |   |  |            |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Amount receivable                                                                |  | (3,000              | ) |  |           |   |  |           |  
|Prepaid expenses and deposits                                                    |  | (10,435             | ) |  | 5,488      |   |  | 10,439     |  
|Accounts payable
      and accrued liabilities                                   |  | 597,350             |   |  | 148,663    |   |  | (152,500   | )
|Due to related parties                                                           |  | 256,750             |   |  | 70,675     |   |  | 81,656     |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Net Cash Used in Operating
      Activities                                      |  | (7,508,123          | ) |  | (368,821   | ) |  | (1,274,264 | )
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Investing Activities                                                             |  |                     |   |  |            |   |  |            |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Acquisition of mineral properties                                                |  | (413,138            | ) |  |           |   |  | (293,138   | )
|Proceeds received on sale
      of investment securities                         |  | 417,251             |   |  |           |   |  |           |  
|Purchase
      of property and equipment                                         |  | (16,351             | ) |  |           |   |  |           |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Net Cash Used in Investing
      Activities                                      |  | (12,238             | ) |  |           |   |  | (293,138   | )
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Financing Activities                                                             |  |                     |   |  |            |   |  |            |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Advances from related parties                                                    |  | 147,019             |   |  |           |   |  | 147,019    |  
|Proceeds from issuance
      of convertible debentures                           |  | 1,684,655           |   |  |           |   |  | 500,000    |  
|Proceeds from issuance of notes and loans
      payable                          |  | 423,788             |   |  | 50,000     |   |  | 373,790    |  
|Repayment of notes payable                                                       |  | (230,281            | ) |  |           |   |  | (230,281   | )
|Debt financing costs                                                             |  | (250,143            | ) |  |           |   |  | (27,475    | )
|Issuance of common stock                                                         |  | 5,760,903           |   |  | 300,000    |   |  | 699,000    |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Net Cash Provided by Financing Activities                                        |  | 7,535,941           |   |  | 350,000    |   |  | 1,462,053  |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Increase (Decrease) in Cash                                                      |  | 15,580              |   |  | (18,821    | ) |  | (105,349   | )
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Cash  Beginning of Period                                                       |  |                    |   |  | 34,401     |   |  | 139,750    |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Cash  End of Period                                                             |  | 15,580              |   |  | 15,580     |   |  | 34,401     |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Non-cash Investing and Financing Activities:                                     |  |                     |   |  |            |   |  |            |  
|Preferred stock issued for investment securities                                 |  | 1,535,575           |   |  |           |   |  |           |  
|Investment securities used
      to pay the finders fee for the preferred stock |  |                     |   |  |            |   |  |            |  
|issuance                                                                         |  | 153,557             |   |  |           |   |  |           |  
|Common stock subscribed
      to settle debt                                     |  | 547,737             |   |  |           |   |  | 449,534    |  
|Common
      stock issued for mineral property lease                             |  | 2,334,492           |   |  |           |   |  | 172,950    |  
|                                                                                 |  |                     |   |  |            |   |  |            |  
|Supplemental Disclosures:                                                        |  |                     |   |  |            |   |  |            |  
|Interest paid                                                                    |  | 22,471              |   |  |           |   |  | 22,471     |  
|Income
      taxes paid                                                          |  |                    |   |  |           |   |  |           |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-4

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Statement of Stockholders Equity (Deficit) 
  From January 21, 2000 (Date of Inception) to June 30, 2008 
  (Expressed in U.S. dollars)

|                               |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  | Deficit     |   |  |            |  
|------------------------------ |  | --------------- |  |  | ------------ |  |  | ----------- | - |  | ------ | - |  | --------- | - |  | ---------- |  |  | ------------- |  |  | ----------- | - |  | ---------- | -
|                               |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  | Accumulated   |  |  | Accumulated |   |  |            |  
|                               |  | Preferred Stock |  |  | Common Stock |  |  | Additional  |   |  | Common |   |  | Other     |   |  | During the |  |  |               | 
|                               |  |                 |  |  | Par          |  |  |             |   |  | Par    |   |  | Paid-in   |   |  | Stock      |  |  | Comprehensive |  |  | Exploration |   |  |            |  
|                               |  | Shares          |  |  | Value        |  |  | Shares      |   |  | Value  |   |  | Capital   |   |  | Subscribed |  |  | Loss          |  |  | Stage       |   |  | Total      |  
|                               |  | #               |  |  | $            |  |  | #           |   |  | $      |   |  | $         |   |  | $          |  |  | $             |  |  | $           |   |  | $          |  
|Balance  January 21, 2000     |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |             |   |  |            |  
|(Date of Inception)            |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  |            |   |  |           |  
|Issuance of stock for services |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |             |   |  |            |  
|and payment of advances for    |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |             |   |  |            |  
|$0.002 per share               |  |                |  |  |             |  |  | 138,000,000 |   |  | 1,380  |   |  | 273,620   |   |  |           |  |  |              |  |  |            |   |  | 275,000    |  
|Net loss for the period        |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  | (290,820    | ) |  | (290,820   | )
|Balance  June 30, 2000        |  |                |  |  |             |  |  | 138,000,000 |   |  | 1,380  |   |  | 273,620   |   |  |           |  |  |              |  |  | (290,820    | ) |  | (15,820    | )
|Net loss for the year          |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  | (11,766     | ) |  | (11,766    | )
|Balance  June 30, 2001        |  |                |  |  |             |  |  | 138,000,000 |   |  | 1,380  |   |  | 273,620   |   |  |           |  |  |              |  |  | (302,586    | ) |  | (27,586    | )
|Issuance of stock for cash at  |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |             |   |  |            |  
|$0.0036 per share              |  |                |  |  |             |  |  | 20,534,814  |   |  | 205    |   |  | 74,196    |   |  |           |  |  |              |  |  |            |   |  | 74,401     |  
|Net loss for the year          |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  | (43,817     | ) |  | (43,817    | )
|Balance  June 30, 2002        |  |                |  |  |             |  |  | 158,534,814 |   |  | 1,585  |   |  | 347,816   |   |  |           |  |  |              |  |  | (346,403    | ) |  | 2,998      |  
|Net loss for the year          |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  | (17,713     | ) |  | (17,713    | )
|Balance  June 30, 2003        |  |                |  |  |             |  |  | 158,534,814 |   |  | 1,585  |   |  | 347,816   |   |  |           |  |  |              |  |  | (364,116    | ) |  | (14,715    | )
|Cancellation of stock owned    |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |             |   |  |            |  
|by a director                  |  |                |  |  |             |  |  | (88,000,000 | ) |  | (880   | ) |  | 880       |   |  |           |  |  |              |  |  |            |   |  |           |  
|Conversion of debentures       |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  | 902,126    |  |  |              |  |  |            |   |  | 902,126    |  
|Issuance of stock for cash at  |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |             |   |  |            |  
|$1.50 per share                |  |                |  |  |             |  |  | 700,000     |   |  | 7      |   |  | 1,049,993 |   |  |           |  |  |              |  |  |            |   |  | 1,050,000  |  
|Stock issuance costs           |  |                |  |  |             |  |  |            |   |  |       |   |  | (105,000  | ) |  |           |  |  |              |  |  |            |   |  | (105,000   | )
|Net loss for the year          |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  | (1,601,036  | ) |  | (1,601,036 | )
|Balance  June 30, 2004        |  |                |  |  |             |  |  | 71,234,814  |   |  | 712    |   |  | 1,293,689 |   |  | 902,126    |  |  |              |  |  | (1,965,152  | ) |  | 231,375    |  

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-5

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Statement of Stockholders Equity (Deficit) 
  From January 21, 2000 (Date of Inception) to June 30, 2008 
  (Expressed in U.S. dollars)

|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  | Deficit     |   |  |            |  
|----------------------------- |  | --------------- |  |  | ------------ |  |  | ----------- | - |  | ------ | - |  | --------- | - |  | ---------- | - |  | ------------- | - |  | ----------- | - |  | ---------- | -
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  | Accumulated   |   |  | Accumulated |   |  |            |  
|                              |  | Preferred Stock |  |  | Common Stock |  |  | Additional  |   |  | Common |   |  | Other     |   |  | During the |   |  |               |  
|                              |  |                 |  |  | Par          |  |  |             |   |  | Par    |   |  | Paid-in   |   |  | Stock      |   |  | Comprehensive |   |  | Exploration |   |  |            |  
|                              |  | Shares          |  |  | Value        |  |  | Shares      |   |  | Value  |   |  | Capital   |   |  | Subscribed |   |  | Loss          |   |  | Stage       |   |  | Total      |  
|                              |  | #               |  |  | $            |  |  | #           |   |  | $      |   |  | $         |   |  | $          |   |  | $             |   |  | $           |   |  | $          |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2004       |  |                |  |  |             |  |  | 71,234,814  |   |  | 712    |   |  | 1,293,689 |   |  | 902,126    |   |  |              |   |  | (1,965,152  | ) |  | 231,375    |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Issuance of stock for         |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|consulting services           |  |                |  |  |             |  |  | 400,000     |   |  | 4      |   |  | 761,996   |   |  |           |   |  |              |   |  |            |   |  | 762,000    |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Cancellation of stock issued  |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|for consulting services       |  |                |  |  |             |  |  | (200,000    | ) |  | (2     | ) |  | (727,998  | ) |  |           |   |  |              |   |  |            |   |  | (728,000   | )
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Issuance of stock pursuant to |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|the exercise of options       |  |                |  |  |             |  |  | 400,000     |   |  | 4      |   |  | 199,996   |   |  |           |   |  |              |   |  |            |   |  | 200,000    |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Issuance of stock pursuant to |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|conversion of debentures      |  |                |  |  |             |  |  | 549,405     |   |  | 6      |   |  | 902,120   |   |  | (902,126   | ) |  |              |   |  |            |   |  |           |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Issuance of stock pursuant to |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|mineral property option       |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|agreements                    |  |                |  |  |             |  |  | 1,410,000   |   |  | 14     |   |  | 1,876,486 |   |  |           |   |  |              |   |  |            |   |  | 1,876,500  |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Issuance of stock to settle   |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|related party debt            |  |                |  |  |             |  |  | 197,633     |   |  | 2      |   |  | 73,122    |   |  |           |   |  |              |   |  |            |   |  | 73,124     |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Cancellation of stock owned   |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|by the President of the       |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Company                       |  |                |  |  |             |  |  | (20,000,000 | ) |  | (200   | ) |  | 200       |   |  |           |   |  |              |   |  |            |   |  |           |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Issuance of preferred stock   |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|for investment securities     |  | 500,000         |  |  | 5            |  |  |            |   |  |       |   |  | 1,382,013 |   |  |           |   |  |              |   |  |            |   |  | 1,382,018  |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Unrealized loss on            |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|investment securities         |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |   |  | (437,712      | ) |  |            |   |  | (437,712   | )
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Fair value of stock options   |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|granted                       |  |                |  |  |             |  |  |            |   |  |       |   |  | 384,144   |   |  |           |   |  |              |   |  |            |   |  | 384,144    |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Intrinsic value of beneficial |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|conversion features           |  |                |  |  |             |  |  |            |   |  |       |   |  | 180,183   |   |  |           |   |  |              |   |  |            |   |  | 180,183    |  
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Net loss for the year         |  |                |  |  |             |  |  |            |   |  |       |   |  |          |   |  |           |   |  |              |   |  | (4,025,401  | ) |  | (4,025,401 | )
|                              |  |                 |  |  |              |  |  |             |   |  |        |   |  |           |   |  |            |   |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2005       |  | 500,000         |  |  | 5            |  |  | 53,991,852  |   |  | 540    |   |  | 6,325,951 |   |  |           |   |  | (437,712      | ) |  | (5,990,553  | ) |  | (101,769   | )

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-6

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Statement of Stockholders Equity (Deficit) 
  From January 21, 2000 (Date of Inception) to June 30, 2008 
  (Expressed in U.S. dollars)

|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  | Deficit     |   |  |            |  
|--------------------------------- |  | --------------- |  |  | ------------ |  |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- |  |  | ------------- | - |  | ----------- | - |  | ---------- | -
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  | Accumulated   |   |  | Accumulated |   |  |            |  
|                                  |  | Preferred Stock |  |  | Common Stock |  |  | Additional |  |  | Common |  |  | Other      |   |  | During the |  |  |               |  
|                                  |  |                 |  |  | Par          |  |  |            |  |  | Par    |  |  | Paid-in    |   |  | Stock      |  |  | Comprehensive |   |  | Exploration |   |  |            |  
|                                  |  | Shares          |  |  | Value        |  |  | Shares     |  |  | Value  |  |  | Capital    |   |  | Subscribed |  |  | Loss          |   |  | Stage       |   |  | Total      |  
|                                  |  | #               |  |  | $            |  |  | #          |  |  | $      |  |  | $          |   |  | $          |  |  | $             |   |  | $           |   |  | $          |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2005           |  | 500,000         |  |  | 5            |  |  | 53,991,852 |  |  | 540    |  |  | 6,325,951  |   |  |           |  |  | (437,712      | ) |  | (5,990,553  | ) |  | (101,769   | )
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock for cash at     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|$0.25 per share                   |  |                |  |  |             |  |  | 5,000,000  |  |  | 50     |  |  | 1,249,950  |   |  |           |  |  |              |   |  |            |   |  | 1,250,000  |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock for cash at     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|$0.30 per share                   |  |                |  |  |             |  |  | 1,500,000  |  |  | 15     |  |  | 449,985    |   |  |           |  |  |              |   |  |            |   |  | 450,000    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock for geological  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|data at a fair value of $0.39 per |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|share                             |  |                |  |  |             |  |  | 25,000     |  |  |       |  |  | 9,750      |   |  |           |  |  |              |   |  |            |   |  | 9,750      |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock to settle debt  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|at a fair value of $0.37 per      |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|share                             |  |                |  |  |             |  |  | 63,744     |  |  | 1      |  |  | 23,584     |   |  |           |  |  |              |   |  |            |   |  | 23,585     |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock for cash at     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|$0.40 per share                   |  |                |  |  |             |  |  | 4,475,000  |  |  | 45     |  |  | 1,789,955  |   |  |           |  |  |              |   |  |            |   |  | 1,790,000  |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Share issuance costs              |  |                |  |  |             |  |  |           |  |  |       |  |  | (222,668   | ) |  |           |  |  |              |   |  |            |   |  | (222,668   | )
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock pursuant to a   |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|mineral property agreement        |  |                |  |  |             |  |  | 500,000    |  |  | 5      |  |  | 284,995    |   |  |           |  |  |              |   |  |            |   |  | 285,000    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Fair value of stock options       |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|granted                           |  |                |  |  |             |  |  |           |  |  |       |  |  | 3,229,195  |   |  |           |  |  |              |   |  |            |   |  | 3,229,195  |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock pursuant to     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|the exercise of stock options     |  |                |  |  |             |  |  | 150,000    |  |  | 2      |  |  | 52,498     |   |  |           |  |  |              |   |  |            |   |  | 52,500     |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Unrealized loss on investment     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|securities recognized as an       |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|impairment loss                   |  |                |  |  |             |  |  |           |  |  |       |  |  |           |   |  |           |  |  | 437,712       |   |  |            |   |  | 437,712    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Net loss for the year             |  |                |  |  |             |  |  |           |  |  |       |  |  |           |   |  |           |  |  |              |   |  | (7,692,137  | ) |  | (7,692,137 | )
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2006           |  | 500,000         |  |  | 5            |  |  | 65,705,596 |  |  | 658    |  |  | 13,193,195 |   |  |           |  |  |              |   |  | (13,682,690 | ) |  | (488,832   | )
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock for cash at     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|$0.25 per share                   |  |                |  |  |             |  |  | 2,596,000  |  |  | 26     |  |  | 648,974    |   |  |           |  |  |              |   |  |            |   |  | 649,000    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of stock for cash at     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|$0.30 per share                   |  |                |  |  |             |  |  | 166,667    |  |  | 2      |  |  | 49,998     |   |  |            |  |  |               |   |  |             |   |  | 50,000     |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of shares pursuant to    |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|mineral property agreement        |  |                |  |  |             |  |  | 515,000    |  |  | 5      |  |  | 172,945    |   |  |           |  |  |              |   |  |            |   |  | 172,950    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of shares to settle      |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|debt                              |  |                |  |  |             |  |  | 400,000    |  |  | 4      |  |  | 99,996     |   |  |           |  |  |              |   |  |            |   |  | 100,000    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of shares to settle      |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|related party debt                |  |                |  |  |             |  |  | 21,200     |  |  |       |  |  | 5,300      |   |  |           |  |  |              |   |  |            |   |  | 5,300      |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Issuance of shares to settle      |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|convertible debentures            |  |                |  |  |             |  |  | 1,376,936  |  |  | 13     |  |  | 344,221    |   |  |           |  |  |              |   |  |            |   |  | 344,234    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Intrinsic value of beneficial     |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|conversion features               |  |                |  |  |             |  |  |           |  |  |       |  |  | 254,749    |   |  |           |  |  |              |   |  |            |   |  | 254,749    |  
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Net loss for the year             |  |                |  |  |             |  |  |           |  |  |       |  |  |           |   |  |           |  |  |              |   |  | (2,177,278  | ) |  | (2,177,278 | )
|                                  |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2007           |  | 500,000         |  |  | 5            |  |  | 70,781,399 |  |  | 708    |  |  | 14,769,378 |   |  |           |  |  |              |   |  | (15,859,968 | ) |  | (1,089,877 | )

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-7

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Statement of Stockholders Equity (Deficit) 
  From January 21, 2000 (Date of Inception) to June 30, 2008 
  (Expressed in U.S. dollars)

|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  | Deficit     |   |  |            |  
|----------------------------- |  | --------------- |  |  | ------------ |  |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ------------- |  |  | ----------- | - |  | ---------- | -
|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  | Accumulated   |  |  | Accumulated |   |  |            |  
|                              |  | Preferred Stock |  |  | Common Stock |  |  | Additional |  |  | Common |  |  | Other      |  |  | During the |  |  |               | 
|                              |  |                 |  |  | Par          |  |  |            |  |  | Par    |  |  | Paid-in    |  |  | Stock      |  |  | Comprehensive |  |  | Exploration |   |  |            |  
|                              |  | Shares          |  |  | Value        |  |  | Shares     |  |  | Value  |  |  | Capital    |  |  | Subscribed |  |  | Loss          |  |  | Stage       |   |  | Total      |  
|                              |  | #               |  |  | $            |  |  | #          |  |  | $      |  |  | $          |  |  | $          |  |  | $             |  |  | $           |   |  | $          |  
|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|Balance  June 30, 2007       |  | 500,000         |  |  | 5            |  |  | 70,781,399 |  |  | 708    |  |  | 14,769,378 |  |  |           |  |  |              |  |  | (15,859,968 | ) |  | (1,089,877 | )
|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|Issuance of stock for cash at |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|$0.25 per share               |  |                |  |  |             |  |  | 1,200,000  |  |  | 12     |  |  | 299,988    |  |  |           |  |  |              |  |  |            |   |  | 300,000    |  
|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|Fair value of stock options   |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|granted                       |  |                |  |  |             |  |  |           |  |  |       |  |  | 578,932    |  |  |           |  |  |              |  |  |            |   |  | 578,932    |  
|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|Net loss for the year         |  |                |  |  |             |  |  |           |  |  |       |  |  |           |  |  |           |  |  |              |  |  | (1,216,504  | ) |  | (1,216,504 | )
|                              |  |                 |  |  |              |  |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |             |   |  |            |  
|Balance  June 30, 2008       |  | 500,000         |  |  | 5            |  |  | 71,981,399 |  |  | 720    |  |  | 15,648,298 |  |  |           |  |  |              |  |  | (17,076,472 | ) |  | (1,427,449 | )

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-8

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Canyon Copper Corp., (the Company),
        was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under
        the name Aberdene Mines Limited. On August 7, 2006, the Company changed
        its name to Canyon Copper Corp. The Company is an Exploration Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS),
        No. 7 Accounting and Reporting by Development Stage Enterprises.
        The Companys principal business plan is to acquire, explore and
        develop mineral properties and ultimately seek earnings by exploiting
        mineral claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has been in the exploration stage
        since its formation in January 2000 and has not yet realized any revenues
        from its planned operations. It is primarily engaged in the acquisition,
        exploration and development of mineral properties. Upon location of a
        commercial mineable reserve, the Company will actively prepare the site
        for extraction and enter a development stage. At present, management devotes
        most of its activities to raise sufficient funds to further explore and
        develop its mineral properties. Planned principal activities have not
        yet begun. The ability of the Company to emerge from the exploration stage
        with respect to any planned principal business activity is dependent upon
        its successful efforts to raise additional equity financing and/or attain
        profitable mining operations. As at June 30, 2008, the Company has a working
        capital deficit of $1,378,357 and has accumulated losses of $17,076,472
        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, the issue of certain shares over certain time periods, and the
        expenditure of certain minimum amounts on the exploration of the properties
        or contribute its share of ongoing expenditures. If the Company fails
        to make such payments or expenditures in a timely fashion it may lose
        its interest in those properties. As at June 30, 2008, the Company had
        cash of $15,580 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 $3,200,000. 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-9

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | d)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | f)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | g)                                                            
|   |                                                               
|   |                                                               

F-10

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | j)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | k)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | l)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | m)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-11

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-12

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | n)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | o)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Mineral Properties                                            
|   |                                                               
|   | a)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-13

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|3. | Mineral Properties (continued)
|-- | ------------------------------
|   |                               
|   | b)                            
|   |                               
|4. | Accrued Liabilities           

| |                                            |  | June 30, |  |  | June 30, | 
| | ------------------------------------------ |  | -------- |  |  | -------- | 
| |                                            |  | 2008     |  |  | 2007     | 
| |                                            |  | $        |  |  | $        | 
| |                                            |  |          |  |  |          | 
| | Interest accrued on debt                   |  | 135,370  |  |  | 48,980   | 
| | Professional fees
      and other accruals |  | 8,609    |  |  | 15,849   | 
| |                                            |  |          |  |  |          | 
| |                                            |  | 143,979  |  |  | 64,829   | 

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

| |    | Refer to Note 6(a) for convertible debt owing the Chief
        Executive Officer of the Company.                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                     
| | c) | As at June 30, 2008, the Company was indebted to the
        Chief Financial Officer of the Company for $458 (2007 - $278) of general
        and administrative expenses. The amounts due are non-interest bearing,
        unsecured and due on demand.                                           
| |    |                                                                                                                                                                                                                                                                                                     
| | d) | As at June 30, 2008, $70,190 is owed to a former Vice
        President of Finance of the Company and is included in accounts payable.
        As at June 30, 2007, this amount was included in due to related parties.
        The amount due is non-interest bearing, unsecured and due on demand.
| |    |                                                                                                                                                                                                                                                                                                     
| | e) | As at June 30, 2008, $9,980 is owed to a former Vice
        President of the Company and is included in accounts payable. As at June
        30, 2007, $14,980 was included in due to related parties. The amount due
        is non- interest bearing, unsecured and due on demand.               
| |    |                                                                                                                                                                                                                                                                                                     
| | f) | During the year ended June 30, 2008, the Company incurred
        consulting fees of $36,413 (2007 - $nil), $34,787 (2007 - $nil), and $69,630
        (2007 - $58,830) to the Chief Executive Officer of the Company, President
        of the Company, and Chief Financial Officer, respectively. 
| |    |                                                                                                                                                                                                                                                                                                     
| | g) | During the year ended June 30, 2007, the Company incurred
        consulting fees of $120,000 and $24,450 to the former Vice President of
        the Company, and the former President of the Company, respectively.                                                                               

F-14

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|6. | Convertible Debt
|-- | ----------------
|   |                 
|   | a)              
|   |                 
|   | b)              
|   |                 
|   |                 
|   |                 
|   |                 
|   |                 
|   |                 

F-15

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|6. | Convertible Debt (continued)                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                       
|   | c)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|7. | Common Stock                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                       
|   | For the year ended June 30, 2008:                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                       
|   | On August 15, 2007, the Company issued 1,200,000
        units for proceeds of $300,000. Each unit consisted of one share of common
        stock and one share purchase warrant. Each share purchase warrant is exercisable
        at a price of $0.30 per common share for a period of two years from the
        date of issuance.
|   |                                                                                                                                                                                                                                                                                                                                       
|   | For the year ended June 30, 2007:                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                       
|   | a)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | b)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | c)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | d)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | e)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | f)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | For the year ended June 30, 2007:                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                       
|   | g)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | h)                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                       
|   | i)                                                                                                                                                                                                                                                                                                                                    

F-16

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|8. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On December 3, 2007, the Company established a 2007
        Stock Incentive Plan (the 2007 Plan) to issue up to a maximum
        of 7,000,000 shares of common stock. The maximum aggregate number of shares
        of common stock that may be optioned and sold under the 2007 Plan will
        be increased effective the first day of each of the Companys fiscal
        quarters commencing January 1, 2008, by an amount equal the lesser of
        (i) 10% of the total increase in the number of shares of common stock
        outstanding during the previous fiscal quarter, or (ii) a lesser number
        of shares of common stock as determined by the board of directors. The
        exercise price for consultants cannot be less than 85% of the fair market
        value of the common stock on the grant date. The exercise price for all
        others can not be less than 100% of the fair market value of the common
        stock on the grant date for incentive stock options and can not be less
        than 85% of the fair market value of the common stock on the grant date
        for non-qualified stock options. The Plan Administrator shall establish
        the option term or, if not so established, shall be ten years from the
        grant date. As at June 30, 2008, the Company had 3,325,000 stock options
        available for granting pursuant to the 2007 Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On April 5, 2006, the Company established a 2006 Stock
        Incentive Plan (the 2006 Plan) to issue up to a maximum of
        10,000,000 shares of common stock. The maximum aggregate number of shares
        of common stock that may be optioned and sold under the 2006 Plan will
        be increased effective the first day of each of the Companys fiscal
        quarters commencing April 1, 2006, by an amount equal the lesser of (i)
        15% of the total increase in the number of shares of common stock outstanding
        during the previous fiscal quarter, or (ii) a lesser number of shares
        of common stock as determined by the board of directors. The exercise
        price for consultants cannot be less than 75% of the fair market value
        of the common stock on the grant date. The exercise price for all others
        can not be less than 100% of the fair market value of the common stock
        on the grant date for incentive stock options and can not be less than
        75% of the fair market value of the common stock on the grant date for
        non-qualified stock options. The Plan Administrator shall establish the
        option term or, if not so established, shall be ten years from the grant
        date. As at June 30, 2008, the Company had 2,423,750 stock options available
        for granting pursuant to the 2006 Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Companys 2004 Non-qualified Stock Option Plan
        (the 2004 Plan) is intended to provide incentives to employees,
        directors and consultants by providing them with opportunities to purchase
        shares of our common stock. The 2004 Plan is effective as of June 17,
        2004 and all stock options granted under the 2004 Plan must be granted
        within ten years from the date the 2004 Plan was adopted. The Company
        originally registered the 2004 Plan on June 17, 2004 pursuant to a registration
        statement on Form S-8. Effective April 6, 2005, the Company amended the
        2004 Plan and increased the total of common shares reserved for issuance
        under the 2004 Plan from one million to a total of four million common
        shares. The Board of Directors is authorized to administer the 2004 Plan.
        In doing so, the Board of Directors may: (i) designate optionees; (ii)
        determine the terms and provisions of respective option agreements (which
        need not be identical) including, but not limited to, the number of shares
        to be covered by each option, provisions concerning the time or times
        when and the extent to which the options may be exercised, and the nature
        and duration of restrictions as to transferability or restrictions constituting
        substantial risk of forfeiture; (iii) accelerate the right of an optionee
        to exercise, in whole or in part, any previously granted option; (iv)
        interpret the provisions and supervise the administration of the 2004
        Plan; (v) determine the fair market value of shares issuable under the
        2004 Plan; (vi) designate the type of options to be granted to an optionee;
        and (vii) determine any other matter which is necessary or desirable for,
        or incidental to, the administration of the 2004 Plan. As at June 30,
        2008, the Company had 2,500,000 stock options available for granting pursuant
        to the 2004 Plan.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On December 3, 2007, the Company granted 2,875,000 stock
        options to officers, directors and consultants at an exercise price of
        $0.25 per share exercisable for a period of five years and recorded stock-based
        compensation of $471,171 as general and administrative expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On December 10, 2007, the Company granted 300,000 stock
        options to a consultant at an exercise price of $0.25 per share exercisable
        for a period of five years and recorded stock-based compensation of $47,862
        as general and administrative expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On January 29, 2008, the Company granted 500,000 stock
        options to a director at an exercise price of $0.25 per share exercisable
        for a period of five years and recorded stock-based compensation of $59,899
        as general and administrative expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-17

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|8. | Stock Options (continued)                                              
|-- | -----------------------------------------------------------------------
|   |                                                                        
|   | A summary of the Companys stock option activity
        is as follows:

| |                                  |  |            |   |  | Weighted Average |  |  | Aggregate       | 
| | -------------------------------- |  | ---------- | - |  | ---------------- |  |  | --------------- | 
| |                                  |  | Number of  |   |  | Exercise Price   |  |  | Intrinsic Value | 
| |                                  |  | Options    |   |  | $                |  |  | $               | 
| | Outstanding, June 30, 2006       |  | 11,400,000 |   |  | 0.45             |  |  |                 | 
| | Exercised                        |  | (200,000   | ) |  | 0.50             |  |  |                 | 
| | Forfeited                        |  | (2,500,000 | ) |  | 0.38             |  |  |                 | 
| | Outstanding, June 30, 2007       |  | 8,700,000  |   |  | 0.47             |  |  |                 | 
| | Granted                          |  | 3,675,000  |   |  | 0.25             |  |  |                 | 
| | Expired                          |  | (4,200,000 | ) |  | 0.45             |  |  |                 | 
| | Cancelled                        |  | (4,000,000 | ) |  | 0.50             |  |  |                 | 
| | Outstanding, June
      30, 2008 |  | 4,175,000  |   |  | 0.26             |  |  |                | 
| | Exercisable, June 30, 2008       |  | 4,175,000  |   |  | 0.26             |  |  |                | 

As at June 30, 2008, the weighted average
  remaining contractual life of the outstanding stock options is 3.83 years.

As at June 30, 2008, the Company had
  no unvested options outstanding.

During the year ended June 30, 2008 and
  2007, the Company recorded stock-based compensation of $578,932 and $Nil, respectively,
  as general and administrative expense.

The fair value for stock options granted
  was estimated at the date of grant using the Black-Scholes option-pricing model
  and the weighted average fair value of stock options granted during the years
  ended June 30, 2008 and 2007 were $0.16 and $Nil per share, respectively. The
  weighted average assumptions used are as follows:

| |                                 |  | Years Ended | 
| | ------------------------------- |  | ----------- | 
| |                                 |  | June 30,    | 
| |                                 |  | 2008        | 
| |                                 |  |             | 
| | Expected dividend yield         |  | 0%          | 
| | Risk-free interest rate         |  | 3.13%       | 
| | Expected volatility             |  | 111%        | 
| | Expected option life (in years) |  | 4.65        | 

|9. | 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, 2006       |  | 4,475,000  |   |  | 0.50     | 
| |                              |  |            |   |  |          | 
| | Issued                       |  | 4,560,803  |   |  | 0.30     | 
| |                              |  |            |   |  |          | 
| | Balance, June 30, 2007       |  | 9,035,803  |   |  | 0.40     | 
| |                              |  |            |   |  |          | 
| | Issued                       |  | 1,200,000  |   |  | 0.30     | 
| | Expired                      |  | (8,869,136 | ) |  | 0.40     | 
| |                              |  |            |   |  |          | 
| | Balance, June 30,
      2008 |  | 1,366,667  |   |  | 0.31     | 

F-18

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|9. | Share Purchase Warrants (continued)                                                 
|-- | ------------------------------------------------------------------------------------
|   |                                                                                     
|   | As at June 30, 2008, the following share purchase warrants
        were outstanding:

|          | Exercise |                
|--------- | -------- | ---------------
|Number of | Price    |                
|Warrants  | $        | Expiry Date    
|          |          |                
|166,667   | 0.40     | August 28, 2008
|1,200,000 | 0.30     | August 15, 2009
|          |          |                
|1,366,667 |          |                

|10. | Legal Proceeding                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                  
|    | On January 23, 2007, Focused Investor Relations Marketing
        Inc. commenced an action in Ontario, Canada against the Company seeking
        payment in the amount of $84,000 pursuant to an oral agreement. The Company
        believes that this action is without merit and will defend its position
        vigorously.
|    |                                                                                                                                                                                                                                                                                                                                  
|11. | Income Taxes                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                  
|    | The Company has net operating losses carried forward
        of $5,685,958 available to offset taxable income in future years which
        expire beginning in fiscal 2020.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                  
|    | The Company is subject to United States federal and
        state income taxes at an approximate rate of 35%. The reconciliation of
        the provision for income taxes at the United States federal statutory
        rate compared to the Companys income tax expense as reported is
        as follows:                   

| |                                                             |  | June 30,   |   |  | June 30,   |  
| | ----------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                             |  | 2008       |   |  | 2007       |  
| |                                                             |  | $          |   |  | $          |  
| | Net loss before income taxes per financial
      statements |  | (1,216,504 | ) |  | (2,177,278 | )
| | Income tax rate                                             |  | 35%        |   |  | 35%        |  
| | Income tax recovery                                         |  | 425,776    |   |  | 762,047    |  
| | Permanent differences                                       |  | (217,071   | ) |  | (81,197    | )
| | Change in valuation allowance                               |  | (208,705   | ) |  | (680,850   | )
| | Provision for income
      taxes                            |  |           |   |  |           |  

The significant components of deferred
  income tax assets and liabilities at June 30, 2008 and 2007 are as follows:

| |                                      |  | June 30,   |   |  | June 30,   |  
| | ------------------------------------ |  | ---------- | - |  | ---------- | -
| |                                      |  | 2008       |   |  | 2007       |  
| |                                      |  | $          |   |  | $          |  
| |                                      |  |            |   |  |            |  
| | Mineral property costs               |  | 2,491,258  |   |  | 2,393,809  |  
| | Net operating losses carried forward |  | 1,990,085  |   |  | 1,878,829  |  
| |                                      |  |            |   |  |            |  
| | Valuation allowance                  |  | (4,481,343 | ) |  | (4,272,638 | )
| |                                      |  |            |   |  |            |  
| | Net deferred income
      tax asset  |  |           |   |  |           |  

F-19

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  (Expressed in U.S. dollars)

|12. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               

F-20

---

ITEM 9.    
        IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9AT.       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 June 30, 2008 (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 in internal control over financial
reporting discussed below.

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

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in this report, we believe that our financial statements contained in
our Annual Report on Form 10-K for the year ended June 30, 2008 fairly present
our financial condition, results of operations and cash flows in all material
respects.

Management's Annual Report on Internal Control Over
Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those
policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of its
management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in
the effectiveness of any system of internal control, and accordingly, even
effective internal control can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may
become ineffective in future periods because of changes in conditions or due to
deterioration in the degree of compliance with our established policies and
procedures.

A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in there being a more than remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, management conducted an
evaluation of the effectiveness of our internal control over financial
reporting, as of the Evaluation Date, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the Evaluation Date.

29

---

Management assessed the effectiveness of the Companys internal
control over financial reporting as of Evaluation Date and identified the
following material weaknesses:

Inadequate Segregation of Duties: We have an inadequate
number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures:We have
insufficient written policies and procedures for accounting and financial
reporting.

Inadequate Financial Statement Closing Process:We have
an inadequate financial statement closing process.

Audit Committee & Lack of Audit Committee Financial
Expert:Our audit committee has deficiencies due to the fact that they do no
meet on a frequent basis to approve significant events or transactions, and our
audit committee does not have an audit committee financial expert.

Management is committed to improving its internal controls and
will (1) continue to use third party specialists to address shortfalls in
staffing and to assist the Company with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are
sufficient personnel and (3) prepare and implement sufficient written policies
and checklists for financial reporting and closing processes and (4) may
consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and the Chief
Financial Officer, has discussed the material weakness noted above with our
independent registered public accounting firm. Due to the nature of this
material weakness, there is a more than remote likelihood that misstatements
which could be material to the annual or interim financial statements could
occur that would not be prevented or detected.

This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report.

Changes in internal control over financial reporting

As of the Evaluation Date, there were no changes in our
internal control over financial reporting that occurred during the fiscal year
ended June 30, 2008 that have materially affected, or that are reasonably likely
to materially affect, our internal control over financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and the
Chief Financial Officer, do not expect that the our controls and procedures will
prevent all potential errors or fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met.

ITEM 9B.        
OTHER INFORMATION.

None.

30

---

PART III

ITEM
10.           DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our executive officers and directors and their respective ages
and titles are as follows:

|NAME Of
      DIRECTOR / OFFICER | AGE | POSITION                                            
|-------------------------------- | --- | ----------------------------------------------------
|Anthony Harvey                   | 74  | Director, Chairman and Chief Executive
      Officer
|Benjamin Ainsworth               | 67  | Director, President And Secretary                   
|Kurt Bordian                     | 40  | Chief Financial Officer and Treasurer               
|Andrew Malim                     | 65  | Director                                            
|Bryan Wilson                     | 58  | Director                                            
|John Carlesso                    | 44  | Director                                            
|Milton Datsopoulos               | 68  | Director                                            

Set forth below is a brief description of the background and
business experience of our executive officers and directors for the past five
years:

Anthony Harvey(Director, Chairman, and Chief Executive
Officer): On May 30, 2006, Mr. Anthony Harvey was appointed as our Chairman,
Chief Executive Officer and as a member of our Board of Directors. Mr. Anthony
Harvey has over 40 years of consulting experience on numerous mining projects
internationally with capital costs ranging up to and exceeding $400 million. Mr.
Harvey has spent 30 years working with Wright Engineers Ltd.  Fluor Daniels in
various management positions, including Senior Project Manager, involved in the
design and construction of 14 mines world wide on behalf of major mining
corporations.

Mr. Harvey is presently the founder and board member of ARH
Management Limited, which has provided management and consulting services to the
resource industry. Also, Mr. Harvey was a director of Terra Energy Inc.
(TTR-TSX.V) from August 2002 to May 2007, a petroleum and natural gas company
based in Calgary, Alberta, and is currently chairman and a director of ESO
Uranium Corp. (ESO-TSX.V), a uranium exploration company with properties located
in Saskatchewan and Northeastern Ontario.

Mr. Harvey was a former founder, president and chairman of Azco
Mining Inc. (AZCO-TSX/AMEX) from 1988 to 2000, former founder, chairman and
director of Oremex Resources Inc. (ORM-TSX.V), and former chairman and director
of Lakeshore Gold Corp. (LSG-TSX).

Benjamin Ainsworth(Director, President and Secretary):
On May 30, 2006, Mr. Benjamin Ainsworth was appointed as our Secretary and a
member of our Board of Directors. Since November 7, 2007, Mr. Ainsworth has
served as our President.

Mr. Ainsworth is a senior geologist and mining consultant who
has been involved in the mining industry for over thirty-five years. Mr.
Ainsworth joined Placer Development in 1965 and held positions of Senior
Geologist, Chief Geochemist, Exploration Manager  Eastern Canada, Exploration
Manager  Chile, and President  Placer Chile, South America. Throughout the
1970s, Mr. Ainsworth was involved in the design, budgeting and implementation
of exploration programs that included large and small drill programs,
geophysical surveys, geological mapping, geochemical surveys, and a full range
of project evaluation studies.

Mr. Ainsworth is the principal, senior geologist and mining
consultant of Ainsworth Jenkins Holdings Inc. The consulting firm has been
responsible for concept, design and implementation of a number of exploration
projects. Since November 1995, Mr. Ainsworth has been a director of BHR Buffalo
Head Resources Ltd. (BHR.H-NEX). Mr. Ainsworth is also a director of several
reporting companies including ESO Uranium Corp. (ESO-TSX.V), Columbia Yukon
Explorations Inc. (CYU-TSX.V), Consolidated Venturex Holdings Ltd. (CVA-TSX.V),
and Sultan Minerals Inc. (SUL-TSX.V) and Hathor Exploration Ltd. (HAT-TSX.V)

Mr. Ainsworth is a registered Professional Engineer in the
Province of British Columbia and is a Canadian citizen by naturalization.

31

---

Kurt Bordian (Chief Financial Officer and Treasurer):
Mr. Kurt Bordian was appointed as our Chief Financial Officer on January 6, 2006
and as our Treasurer on November 7, 2007. Mr. Bordian is responsible for our
financial management functions. He has worked primarily in the mineral
exploration and oil and gas industries over the past 10 years, and has held the
position of controller with three public companies exploring and operating in
the Solomon Islands, Ghana, Tunisia and Western Canada. Mr. Bordian is also
active with other public entities as operations manager and corporate secretary.

From 1996 to 2000, Mr. Bordian held the position of controller
for Leigh Resource Corp. located in Vancouver, British Columbia. From July 2000
to August 2001, Mr. Bordian was a controller for Insurance Replacement Centre of
Vancouver, British Columbia. From September 2001 to October 2003, Mr. Bordian
worked as a self-employed accountant. Since November 2003, Mr. Bordian has been
a controller for Bishop Gold Inc. located in Vancouver, British Columbia. From
November 2004 to January 2006, Mr. Bordian was a director for Legal Access
Technologies Inc. From November 2004 to April 2005, Mr. Bordian was the Chief
Financial Officer for Legal Access Technologies Inc. From July 2005 to March,
2007, Mr. Bordian was the Chief Financial Officer of Mexoro Minerals Ltd. from
February 2007 to June 2007. Mr. Bordian was chief financial officer, corporate
secretary and a director for Calypso Acquisition Corp. (CLP-TSX.V). Mr. Bordian
has been Chief Financial Officer of ESO Uranium Corp. (ESO-TSX.V) since November
2006. Mr. Bordian was a director of Bordeaux Energy Inc. (BDO-TSX.V) from July
2006 to June 2007 and chief financial officer from July 2006 to September 2006.
Mr. Bordian has been a director of Palo Duro Energy Inc. (PDE-TSX.V) since
August, 2006 and former chief Financial officer from August, 2006 to September,
2006. Mr. Bordian has been President, CEO and director Magnate Ventures Inc.
(MGV.H-NEX) since May, 2007. Mr. Bordian has been a director of Waymar Resources
Ltd. (WYM-TSX.V). Mr. Bordian has been Chief Financial Officer, Secretary and
director of Black Tusk Minerals Inc. (BKTK-OTCBB) since August 2005.

Mr. Bordian is a Certified General Accountant in Canada, and
holds a Bachelor of Commerce (Honors) Degree from the University of Manitoba.

Andrew Malim (Director): On January 29, 2008, Mr. Malim
was appointed a member of our Board of Directors. Mr. Malim
has over thirty years experience dedicated to the financing and management of
mining companies. Mr. Malim has a strong working knowledge of geology and
geologic structures and has been associated with a number of significant gold
mining discoveries in British Columbia, several copper properties in Africa,
gold exploration in North and South America and diamond exploration in the USSR
and Africa.

Mr. Malims personal and corporate achievements include being a
full member of the International Stock Exchange London from 1966 to 1979; a
founding member of the James Capel & Co mining team from 1968 to 1979; and a
founder of the Lion Mining Group in 1981 which until 2004, acted as financier
both as principal and agent to numerous mining companies and projects. Lion
Resource Management Ltd, prior to being acquired by Arlington Securities Ltd. in
2004, managed the well-known Midas gold mining funds.

Mr. Malim has held executive and non executive board positions
on numerous North American and UK mining companies including, Azco Mining Inc;
Blackdome Resources Ltd.; Delaware Resources Ltd.; Dragon Gold Resources Ltd.
(OTCBB  DRGO); MFC- Mining Finance Corporation; Miramar Mining Corporation (TSX
 MAE). Mr. Malim is currently a director of Kryso Resources Ltd. (AIM  KYS.L).

Mr. Malim has written regularly for journals on the subject of
mining finance and has been a regular speaker at mining conferences including
the World Economic Forum in Washington, D.C.

During 1984 to 1988, Lions work included research in smaller
mining projects with a number of major mining company clients. In 1985, N M
Rothschild Asset Management took a major stake with Lion Group in MFC Mining
Finance Corporation Inc (MFC) to develop the Blackdome Mine in south British
Columbia. This ex-Noranda project was high-grade and the feasibility study by
Kilborn confirmed 1,000,000 tonnes of 30 g/t gold. This project was a technical
and market success.

During 1985 to 1989, Lion was financier to the SNIP project via
Delaware Resources Ltd. The SNIP was located in northern British Columbia. The
SNIP was similar to the Blackdome in grade and tonnage and style of
mineralization. The SNIP came into profitable production and closed around 1999.

Bryan Wilson (Director): Effective March 6, 2006, Bryan
Wilson was appointed as a member of our Board of Directors. Mr. Wilson served as
our President and Treasurer from May 30, 2006 to November 7, 2007.

32

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Mr. Wilson has worked in the fields of mining exploration and
development for 18 years and financial services for 12 years. He has filled
various roles such as Project Geologist/Manager for Shell Canada; Consultant,
Financial Advisor for Scotia McLeod; Mining Analyst for C.M. Oliver; and
Corporate Finance Specialist for Dominick & Dominick and Thames Capital.

Within the mining industry, Mr. Wilson has acquired broad
international exposure to a variety of mineral commodities and has worked
throughout the world. In 1981, Shell Canada's East Kemptville Tin Mine which was
discovered and developed under his supervision (50.0 million tonnes @ 0.23%
Tin).

Mr. Wilson is currently the President, CEO and director of Ste.
Genevieve Resources Ltd. (SGVL-CNQ, STGIF-OTCBB), a mining exploration and
development company. Since September 1999, Mr. Wilson has acted as a director of
Spider Resources Inc. (SPQ-TSX.V).

John Carlesso (Director): On February 22, 2006, Mr. John
Carlesso was appointed as a member of our Board of Directors. Mr. Carlesso is a
senior executive with over 15 years of international business and financial
markets experience.

Mr. Carlesso is currently president of Apogee Minerals Ltd.
(Apogee) (APE-TSX.V), a Canadian mining and exploration company developing
advanced Silver-Zinc projects in South America. Apogee is focused on projects
that offer significant exploration upside with the potential to be rapidly
developed into producing assets. Apogee currently has a focus in the historic
silver producing regions of Bolivia. Mr. Carlesso held the position of vice
president, Corporate Development with Desert Sun Mining Corp., a gold mining and
exploration company listed on the Toronto Stock Exchange and the American Stock
Exchange. From August 2000 to September 2003, Mr. Carlesso was in Investor
Relations and a director of Kasten Chase Applied Resources located in
Mississauga, Ontario. Kasten Chase Applied Resources is in the business of data
security. Previously, he provided capital markets, corporate finance, and
strategic marketing advice to growth-oriented companies, both public and
private, across a broad range of sectors. He has also held positions in the
Institutional and Private Client divisions at some of Canada's largest
investment dealers. Mr. Carlesso holds a Bachelor of Economics degree from the
University of Western Ontario.

Milton Datsopoulos (Director): Mr. Datsopoulos joined
our Board of Directors on July 1, 2004 and served as Chairman of the Board from
April 12, 2005 to May 30, 2006. Mr. Datsopoulos is the founder of and partner in
Datsopoulos, MacDonald, and Lind, P.C., a multi-disciplinary law firm located in
Missoula, Montana which specializes in business, environmental, and
transportation law with a U.S. and international clientele. He has served on and
continues to serve as a Genutec board member and director of numerous business
organizations including public and private companies, including Montana Rail
Link, Leigh Resource Corporation, Montana World Trade Center, Criticare Systems
Inc. (AMEX-CMD) and Healthrite Corporation.

Mr. Datsopoulos earned a bachelor's in Economics with high
honors and a law degree with honors, both from the University of Montana. Mr.
Datsopoulos and his partners have achieved the highest legal rating from the
most recognized national publication that rates attorneys based upon evaluations
by local attorneys and judges. He is a member of the State Bar of Montana,
American Bar Association, Montana Trial Lawyers Association, and the Association
of Trial Lawyers of America. Mr. Datsopoulos specializes in personal injury law,
criminal law, medical malpractice and general litigation practice.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our stockholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee

Our audit committee currently consists of the following
directors: Anthony Harvey, Milton Datsopolous and John Carlesso. The audit
committee is responsible for:

33

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|(1) | selection and oversight of our independent
    accountant;                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | establishing procedures for the receipt, retention and
      treatment of complaints regarding accounting, internal controls and
      auditing matters;
|(3) | establishing procedures for the confidential, anonymous
      submission by our employees of concerns regarding accounting and auditing
      matters;  
|(4) | engaging outside advisors; and                                                                                                                          
|(5) | funding for the outside auditory and any outside advisors
      engagement by the audit committee.                                                      

Our board of directors has adopted an Audit Committee Charter
which provides appropriate guidance to Audit Committee members as to their
duties.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not presently
have a director who meets the definition of an audit committee financial
expert. We believe that the cost related to appointing a financial expert to
our Board of Directors at this time is prohibitive.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee
charter. The disclosure committee is comprised of all of our officers and
directors. The purpose of the committee is to provide assistance to the Chief
Executive Officer and the Chief Financial Officer in fulfilling their
responsibilities regarding the identification and disclosure of material
information about us, and the accuracy, completeness and timeliness of our
financial reports.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a "code of ethics" as defined by applicable rules of the
SEC. Our Code of Ethics was attached as an exhibit to our Annual Report on Form
10-KSB for the year ended June 30, 2003, filed with the SEC on August 26, 2003.
If we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any waivers,
including implicit waivers, from a provision of our Code of Ethics to our chief
executive officer, chief financial officer, or certain other finance executives,
we will disclose the nature of the amendment or waiver, its effective date and
to whom it applies in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors, and persons who own more than 10% of a
registered class of our securities (Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulations to furnish us with copies of all forms they file pursuant to
Section 16(a). Based solely on our review of such reports received by the
Company, other than as described below, no other reports were required for those
persons, we believe that, during the year ended June 30, 2008, all Reporting
Persons complied with all Section 16(a) filing requirements applicable to them.

The following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Securities Exchange Act
of 1934:

|Name and Principal Position                                         | Number of Late Insider
      Reports | Transactions Not Timely
      Reported | Known Failures to File a
      Required Form
|------------------------------------------------------------------- | ------------------------------------ | -------------------------------------- | --------------------------------------------
|Anthony Harvey Director, Chairman and Chief
      Executive Officer | One                                  | One                                    | None                                        
|Benjamin Ainsworth Director And Secretary                           | One                                  | One                                    | One                                         
|Kurt Bordian 
      Chief Financial Officer                         | One                                  | One                                    | None                                        
|Andrew Malim 
      Director                                        | Two                                  | Two                                    | Two                                         
|Bryan Wilson 
      Director                                        | One                                  | One                                    | One                                         
|John Carlesso 
      Director                                       | One                                  | One                                    | One                                         
|Milton Datsopoulos 
      Director                                  | One                                  | One                                    | One                                         

34

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ITEM
11.           EXECUTIVE
COMPENSATION.

Summary Compensation Table

The following table sets forth the total compensation paid to
or earned by our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K as of our fiscal years ended June 30, 2008 and 2007:

|Name & PrincipalPosition                                                       | Year      | Salary($)     | Bonus($) | StockAwards($) | OptionAwards($) | Non-EquityIncentivePlanCompen-sation($) | Non-qualifiedDeferredCompen-sationEarnings($) | All OtherCompen-sation($) | Total($)      
|------------------------------------------------------------------------------ | --------- | ------------- | -------- | -------------- | --------------- | --------------------------------------- | --------------------------------------------- | ------------------------- | --------------
|Anthony Harvey, Director, Chairman and CEO(1)                                  | 2008 2007 | 36,413 -      | - -      | - -            | 81,943 -        | - -                                     | - -                                           | - -                       | 118,356 -     
|Kurt Bordian, CFO and Treasurer(2)                                             | 2008 2007 | 69,630 58,830 | - -      | - -            | 81,943 -        | - -                                     | - -                                           | - -                       | 151,573 58,830
|Benjamin Ainsworth, Director, President and
      Secretary(3)                 | 2008 2007 | 34,787 -      | - -      | - -            | 81,943 -        | - -                                     | - -                                           | - -                       | 116,730 -     
|Mark A. Reynolds, Former Director and
      Former Vice- President, Finance(4) | 2008 2007 | - 120,000     | - -      | - -            | - -             | - -                                     | - -                                           | - -                       | - 120,000     

|**Notes:** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)        | Mr. Harvey was appointed as our CEO, Chairman and as a
      member of our Board of Directors on May 30, 2006. Mr. Harvey is
      compensated for his services pursuant to a management consultant agreement
      dated December 1, 2007 among Canyon Copper, ARH Management Ltd. (ARH)
      and Mr. Harvey. The compensation provided in the table was paid to ARH
      effective December 1, 2007.                                                                       
|(2)        | Mr. Bordian was appointed as our Chief Financial Officer
      on May 30, 2006.                                                                                                                                                                                                                                                                                                                                                                                                  
|(3)        | Mr. Ainsworth was appointed as our President on November
      7, 2007. Mr. Ainsworth is compensated for his services pursuant to a
      management consultant agreement dated December 1, 2007 among Canyon
      Copper, Ainsworth-Jenkins Holdings Inc. (AJ Holdings) and Mr. Ainsworth.
      The compensation provided in the table was paid to AJ Holdings effective
      December 1, 2007.                                                                            
|(4)        | Mr. Reynolds served as our Vice-President, Finance from
      October 2, 2006 to September 11, 2007. Mr. Reynolds was paid a salary of
      $120,000 under the terms of the Consultant Agreement dated January 19,
      2006 between Mr. Reynolds and the Company. Under the terms of a
      termination agreement dated September 25, 2007 between Mr. Reynolds and
      us, Mr. Reynolds agreed to waive his consulting fees from July 1, 2007 to
      September 11, 2007.

Outstanding Equity Awards At Fiscal Year-End

The following table provides information concerning unexercised
options for each of our named executive officers, as that term is defined in
Item 402(m)(2) of Regulation S-K as of our fiscal year ended June 30, 2008:

35

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|Name and PrincipalPosition                                 | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable | Equity IncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearned Options | OptionExercisePrice | OptionExpirationDate   
|---------------------------------------------------------- | -------------------------------------------------------------- | ---------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------- | -----------------------
|Anthony Harvey Director, Chairman and CEO                  | 500,000 500,000                                                | - -                                                              | - -                                                                                  | $0.30 $0.25         | Apr 8, 2010 Dec 2, 2012
|Kurt Bordian CFO and Treasurer                             | 500,000                                                        | -                                                                | -                                                                                    | $0.25               | Dec 2, 2012            
|Benjamin Ainsworth Director, President and
      Secretary | 500,000                                                        | -                                                                | -                                                                                    | $0.25               | Dec 2, 2012            

Director Compensation

The following table sets forth the compensation paid to our
directors for the fiscal year ended June 30, 2008.

|Name               | FeesEarned orPaid
      inCash($) | StockAwards($) | Option**Awards**($) | Non-EquityIncentive PlanCompensation($) | NonqualifiedDeferredCompensationEarnings($) | All OtherCompensation($) | Total($)
|------------------ | --------------------------------- | -------------- | ------------------- | --------------------------------------- | ------------------------------------------- | ------------------------ | --------
|Andrew Malim       | -                                 | -              | -                   | 59,899                                  | -                                           | -                        | 59,899  
|Bryan Wilson       | -                                 | -              | -                   | 32,777                                  | -                                           | -                        | 32,777  
|John Carlesso      | -                                 | -              | -                   | 32,777                                  | -                                           | -                        | 32,777  
|Milton Datsopoulos | -                                 | -              | -                   | 49,166                                  | -                                           | -                        | 49,166  

Employment Agreements

On December 1, 2007, we entered into a management consulting
agreement with Anthony R. Harvey, our Chief Executive Officer, Chairman and a
member of our Board of Directors, and ARH Management Ltd. (ARH). Under the
terms of the agreement, ARH is to be paid a consulting fee of CDN $5,000 per
month, in consideration of which ARH will provide the consulting services of Mr.
Harvey to us. Mr. Harvey may be granted, subject to the approval of our Board,
incentive stock options to purchase shares of our common stock in such amounts
and at such times as the Board, in its absolute discretion, may from time to
time determine. The term of the agreement is for a period expiring at the close
of business on November 30, 2009, unless otherwise terminated pursuant to the
terms of the agreement or extended by the Board.

On December 1, 2007, we entered into a management consulting
agreement with Benjamin Ainsworth, our President, Secretary and a member of our
Board of Directors, and Ainsworth-Jenkins Holdings Inc. (AJ Holdings). Under
the terms of the agreement, AJ Holdings is to be paid a consulting fee of CDN
$5,000 per month, in consideration of which AJ Holdings will provide the
consulting services of Mr. Ainsworth to us. Mr. Ainsworth may be granted,
subject to the approval of our Board, incentive stock options to purchase shares
of the Companys common stock in such amounts and at such times as the Board, in
its absolute discretion, may from time to time determine. The term of the
agreement is for a period expiring at the close of business on November 30,
2009, unless otherwise terminated pursuant to the terms of the agreement or
extended by the Board.

We entered into a consulting agreement with Kurt Bordian dated
January 6, 2006, to serve as our Chief Financial Officer. The terms of the
agreement include $7,490 paid upon the execution of the agreement, $3,745 per
month beginning on February 1, 2006, and the option to acquire up to 500,000
shares of common stock at an exercise price of $0.50 per share for two years.
The agreement is for a term of one year. We will

36

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also reimburse Mr. Bordian for all disbursements reasonably
incurred by him for the purpose of providing the consulting services to us.

ITEM
12.           SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of September 22,
2008 by: (i) each of our directors and nominees, (ii) each of our named
executive officers, and (iii) officers and directors as a group. Other than as
described below, no person or group is known by us to beneficially own more than
5% of our outstanding shares of common stock. Unless otherwise indicated, the
stockholders listed possess sole voting and investment power with respect to the
shares shown.

|Title of Class         | Name and Address of
        Beneficial Owner                                                      | Amount and Nature of
        Beneficial Ownership(1) | Percentage of Common
        Stock(1)
|---------------------- | ------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | -------------------------------------
|Directors and Officers
|Common Stock           | Anthony Harvey 
        Director, Chairman and Chief Executive 
        Officer                   | 6,153,746 shares 
        Direct(2)                  | 7.8%                                 
|Common Stock           | Benjamin Ainsworth 
        Director, President and Secretary                                     | 550,000 shares 
        Direct(3)                    | *                                    
|Common Stock           | Kurt Bordian 
        Chief Financial Officer and Treasurer                                       | 520,000 shares 
        Direct(4)                    | *                                    
|Common Stock           | Andrew Malim 
        Director                                                                    | 500,000 shares 
        Direct(5)                    | *                                    
|Common Stock           | Bryan Wilson 
        Director                                                                    | 316,000 shares 
        Direct(6)                    | *                                    
|Common Stock           | John Carlesso 
        Director                                                                   | 1,200,000 shares 
        Direct(7)                  | 1.6%                                 
|Common Stock           | Milton Datsopoulos 
        Director                                                              | 300,000 shares 
        Direct(8)                    | *                                    
|Common Stock           | All Officers and Directors 
        as a Group (7 persons)                                        | 9,539,746 shares 
        Direct                     | 11.6%                                
|5% Stockholders       
|Common Stock           | Anthony Harvey 
        Ste. 408  1199 West Pender Street 
        Vancouver, BC, Canada V6E 2R1 | 6,153,746 shares 
        Direct(2)                  | 7.8%                                 
|Common Stock           | Asset Protection Fund 
        3076 Sir Francis Drakes Hwy 
        Road Town, Tortola, BVI      | 11,066,666 shares 
        Direct(9)                 | 13.3%                                
|Common Stock           | Centrum Bank AG 
        Kirchstrasse 3 9490 Vaduz 
        Principality of Liechtenstein         | 5,400,000shares 
        Direct                      | 7.0%                                 
|Common Stock           | DRS Investments Ltd. 
        2063 Indian Fort Dr. 
        Surrey, BC, Canada V4A 3L7            | 6,250,000 shares 
        Direct                     | 8.0%                                 

|Notes |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*     | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(1)   | Applicable percentage of ownership
        is based on 76,981,399 shares of Common Stock outstanding as of September
        22, 2008 together with securities exercisable or convertible into shares
        of Common Stock within 60 days of September 22, 2008 for each stockholder.
        Beneficial ownership is determined in accordance with the rules of the
        SEC and generally includes voting or investment power with respect to
        securities. Shares of Common Stock subject to securities exercisable or
        convertible into shares of Common Stock that are currently exercisable
        or exercisable within 60 days of September 22, 2008 are deemed to be beneficially
        owned by the

37

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|    | person holding such options for the purpose of computing
      the percentage of ownership of such person, but are not treated as
      outstanding for the purpose of computing the percentage ownership of any
      other person.                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The number of shares listed as beneficially owned by Mr.
      Harvey consists of: (i) 4,160,000 shares of Common Stock owned directly by
      Mr. Harvey, (ii) options to purchase 500,000 shares of Common Stock
      exercisable at $0.25 per share exercisable at $0.25 per share until
      December 2, 2012; (iii) options to purchase 500,00 0shares of common stock
      at $0.30 per share until April 2, 2010, and (iv) the conversion of
      $100,000 and CDN$50,000 into 993,746 shares of Common Stock.
|(3) | The number of shares listed as beneficially owned by Mr.
      Ainsworth consists of: (i) 50,000 shares of Common Stock owned directly by
      Mr. Ainsworth, and (ii) options to purchase 500,000 shares of Common Stock
      exercisable at $0.25 per share exercisable at $0.25 per share until
      December 2, 2012.                                                                                                                                                                                              
|(4) | The number of shares listed as beneficially owned by Mr.
      Bordian consists of: (i) 20,000 shares of common stock owned directly by
      Mr. Bordian, and (ii) options to purchase 500,000 shares of Common Stock
      exercisable at $0.25 per share until December 2, 2012.                                                                                                                                                                                                                                       
|(5) | The number of shares listed as beneficial owned by Mr.
        Malim consist of : options to purchase 500,000 shares of Common Stock
        exercisable at $0.25 per share until January 28, 2013.                                                                                                                                                                                                                                                                                                                       
|(6) | The number of shares listed as beneficially owned by Mr.
      Wilson consists of (i) 116,000 shares of Common Stock and warrants to
      purchase 116,000 shares of Common Stock held by Rocknest Corp, of which
      Mr. Wilson is the sole shareholder, and (ii) options to purchase 200,000
      shares of Common Stock exercisable at $0.25 per share until December 2,
      2012.                                                                                                                               
|(7) | The number of shares listed as beneficially owned by Mr.
      Carlesso consists of 1,000,000 shares of common stock held directly by Mr.
      Carlesso and options to purchase 200,000 shares of Common Stock
      exercisable at $0.25 per share until December 2, 2012.                                                                                                                                                                                                                                              
|(8) | The number of shares listed as beneficially owned by Mr.
      Datsopoulos consists of options to purchase 300,000 shares of Common Stock
      exercisable at $0.25 per share until December 2, 2012.                                                                                                                                                                                                                                                                                                                    
|(9) | The number of shares listed as beneficially owned by
      Asset Protection Fund (APF) consist of: (i) 4,700,000 shares of Common
      Stock directly held by APF, (ii) warrants to purchase 4,700,000 shares of
      our common stock at a price of $0.12 until August 12, 2010, and (iii) the
      conversion of $250,000 into 1,666,666 shares of Common
  Stock.                                                                                                                                                 

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change of control.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information concerning
all equity compensation plans previously approved by stockholders and all
previous equity compensation plans not previously approved by stockholders, as
of the most recently completed fiscal year.

|EQUITY COMPENSATION PLAN INFORMATION AS AT JUNE 30, 2008        
|----------------------------------------------------------------
|Plan
      Category                                             
|Equity Compensation Plans approved by security holders          
|Equity Compensation Plans not approved by security
      holders
|Total                                                           

38

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2004 Non-Qualified Stock Option Plan

Our 2004 Non-qualified Stock Option Plan (the 2004 Plan) is
intended to provide incentives to our employees, directors and consultants by
providing them with opportunities to purchase shares of our common stock. The
2004 Plan is effective as of June 17, 2004 and all stock options granted under
the 2004 Plan must be granted within ten years from the date the 2004 Plan was
adopted. We originally registered the 2004 Plan on June 17, 2004 pursuant to a
registration statement on Form S-8. Effective April 6, 2005, we amended the 2004
Plan and increased the total of common shares reserved for issuance under the
2004 Plan from one million to a total of four million common shares.

Our Board of Directors is authorized to administer the 2004
Plan. In doing so, our Board of Directors may: (i) designate optionees; (ii)
determine the terms and provisions of respective option agreements (which need
not be identical) including, but not limited to, the number of shares to be
covered by each option, provisions concerning the time or times when and the
extent to which the options may be exercised, and the nature and duration of
restrictions as to transferability or restrictions constituting substantial risk
of forfeiture; (iii) accelerate the right of an optionee to exercise, in whole
or in part, any previously granted option; (iv) interpret the provisions and
supervise the administration of the 2004 Plan; (v) determine the fair market
value of shares issuable under the 2004 Plan; (vi) designate the type of options
to be granted to an optionee; and (vii) determine any other matter which is
necessary or desirable for, or incidental to, the administration of the 2004
Plan.

2006 Stock Incentive Plan

On April 5, 2006, we established our 2006 Stock Incentive Plan
(the 2006 Plan). The purpose of the 2006 Plan is to enhance the long-term
stockholder value of the Company by offering opportunities to our directors,
officers, employees and eligible consultants and any entity that directly or
indirectly is in control of or is controlled by the Company (a Related
Company) to acquire and maintain stock ownership in the Company in order to
give these persons the opportunity to participate in our growth and success, and
to encourage them to remain in our service or a Related Company.

The 2006 Plan is administered by our Board of Directors or by a
committee of two or more non-employee directors appointed by our Board of
Directors (the "Plan Administrator"). Subject to the provisions of the 2006
Plan, the Plan Administrator has full and final authority to grant the awards of
stock options and to determine the terms and conditions of the awards and the
number of shares to be issued pursuant thereto. Options granted under the 2006
Plan may be either "incentive stock options," which qualify for special tax
treatment under the Internal Revenue Code of 1986, as amended, (the "Code"),
nonqualified stock options or restricted shares.

All of our employees and members of our Board of Directors are
eligible to be granted options. Individuals who have rendered or are expected to
render advisory or consulting services to us are also eligible to receive
options. The maximum number of shares of our Common Stock with respect to which
options or rights may be granted under the 2006 Plan to any participant is
10,423,750 shares with the number of authorized shares under the 2006 Plan
increasing on the first day of each quarter beginning with the fiscal quarter
commencing April 1, 2006 by the lesser of the following amounts: (1) 15% of the
total increase in the number of shares of Common Stock outstanding during the
previous fiscal quarter; or (2) a lesser number of shares of Common Stock as may
be determined by the Board, subject to certain adjustments to prevent
dilution.

The exact terms of the option granted are contained in an
option agreement between us and the person to whom such option is granted.
Eligible employees are not required to pay anything to receive options. The
exercise price for incentive stock options must be no less than 75% of the fair
market value of the Common Stock on the date of grant. The exercise price for
nonqualified stock options is determined by the Plan Administrator in its sole
and complete discretion. An option holder may exercise options from time to
time, subject to vesting. Options will vest immediately upon death or disability
of a participant and upon certain change of control events.

The Plan Administrator may amend the 2006 Plan at any time and
in any manner, subject to the following: (1) no recipient of any award may,
without his or her consent, be deprived thereof or of any of his or her rights
thereunder or with respect thereto as a result of such amendment or termination;
and (2) any outstanding

39

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incentive stock option that is modified, extended, renewed, or
otherwise altered must be treated in accordance with Section 424(h) of the
Code.

The 2006 Plan terminates on April 5, 2016 unless sooner
terminated by action of our Board of Directors. All awards granted under the
2006 Plan expire ten years from the date of grant, or such shorter period as is
determined by the Plan Administrator. No option is exercisable by any person
after such expiration. If an award expires, terminates or is canceled, the
shares of our Common Stock not purchased thereunder may again be available for
issuance under the 2006 Plan.

We have not yet filed a registration statement under the
Securities Act of 1933 to register the shares of our Common Stock reserved for
issuance under the 2006 Plan.

None of the following persons has any substantial or material
interest, directly or indirectly, by way of beneficial ownership of securities
or otherwise, in any matter to be acted on at the special meeting except for our
current and future directors and executive officers inasmuch as they may be
granted stock options or stock awards pursuant to our 2006 Plan:

|1. | each person who has been one of our directors or
      executive officers at any time since the beginning of our last fiscal
      year;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                         
|2. | each nominee for election as one of our directors;
    or                                                                               
|   |                                                                                                                                         
|3. | any affiliate or associate of any of the foregoing
      persons.                                                                       

2007 Stock Incentive Plan

Effective December 3, 2007, our Board of Directors adopted our
2007 Stock Incentive Plan (the "2007 Plan"). The purpose of the 2007 Plan is to
enhance the long-term stockholder value of the Company by offering opportunities
to directors, officers, employees and eligible consultants of the Company
(Participants) to acquire and maintain stock ownership in us in order to give
these persons the opportunity to participate in our growth and success, and to
encourage them to remain in the service of us.

The 2007 Plan authorizes the Board of Directors to grant stock
  options to the Optionees on the following terms:

|1. | The number of common shares subject to issuance pursuant
      to outstanding options, in the aggregate, cannot exceed 7,000,000 shares
      (the Initial Maximum Shares). The Initial Maximum Shares will increase
      effective the first day of each of our fiscal quarters, beginning with the
      fiscal quarter commencing January 1, 2008 by an amount equal to the lesser
      of:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | The Board may suspend, amend or terminate the 2007 Plan
      or any portion of the 2007 Plan at any time and in any way it deems
      advisable. However, certain amendments to the 2007 Plan may require
      stockholder approval, including amendments which increase the total number
      of shares available for issuance under the 2007 Plan.                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | The exercise price of the options granted to Participants
      (as defined in the 2007 Plan) other than Consultant Participants (as
      defined in the 2007 Plan):                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                               

40

---

| | (ii) | cannot be less than 85% of the Fair Market Value of our
      common stock on the day of grant with respect to Non-Qualified Stock
      Options.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------

|4.  | The exercise price of the options granted to Consultant
      Participants cannot be less than 85% of the Fair Market Value of the
      common stock on the day of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.  | The options may be exercisable for a period of up to 10
      years or until such time as set by the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.  | The Board, in its sole discretion, may adjust the vesting
      schedule of an option held by a Participant who works less than full time
      as that term is defined by the Board or who takes a leave of absence
      approved by us.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.  | The options may be exercised by delivery to the Company
      of a written stock option exercise agreement or notice, in a form and in
      accordance with procedures established by the Board setting
  forth                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.  | An option may be exercised only for whole shares and may
      not be exercised for less than a reasonable number of shares at any one
      time, as determined by the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | The exercise price for shares purchased under an option
      must be paid in full to the Company by the delivery of consideration equal
      to the product of the exercise price and the number of shares purchased,
      which must be paid before we issue the shares being purchased.                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10. | The Board shall establish and set forth, in each
      instrument that evidences an option, whether the option shall continue to
      be exercisable, and the terms and conditions of such exercise. If the
      participant ceases to be employed by, or to provide services to, the
      Company or a related company, which provisions may be waived or modified
      by the Board at any time. If not so established in the instrument
      evidencing the option, the option shall be exercisable according to the
      following terms and conditions, which may be waived or modified by the
      Board at any time:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11. | Options granted pursuant to an Option Award are not
      transferable other than by will or inheritance or by applicable laws of
      descent and distribution, and during the Participants lifetime, such
      Option Awards may be exercised only by the Participant.                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12. | The Board may permit or require a participant to satisfy
      all or part of his or her tax withholding obligations by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

41

---

| | (iii) | Having the Company withhold a portion of any shares of
      common stock that would otherwise be issued to the participant having a
      value equal to the tax withholding obligations, or
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                              
| | (iv)  | Surrendering any shares of common stock that the
      participant previously acquired having a value equal to the tax
      withholding obligations.                                        

The 2007 Plan does not permit stock options to be changed into
stock appreciation rights.

ITEM
13.           CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

None of the following parties has, during the past two fiscal
years, had any material interest, direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us,
other than as noted in this section:

| | (i)   | Any of our directors or executive officers;                                                                                                                                
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in-laws) of any of the foregoing
      persons.                                

As at June 30, 2008, we are indebted to Mr. Harvey, our CEO,
Chairman and a member of our Board of Directors, in the principal amount of
$223,184 for the following loans:

|(a) | Loan of $24,546 (CDN$25,000), bearing interest at a rate
      of 15% per annum and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Loans of $100,000 and $49,092 (CDN$50,000), bearing interest
        at a rate of 15% per annum and maturing on June 14, 2009 and July 25,
        2009, respectively. Each of these loans is convertible into the option
        by Mr. Harvey at any time prior to maturity into units of Canyon Copper
        at a price of $0.30 per unit with each unit consisting of one share of
        our common stock and one share purchase warrant. Each warrant entitles
        Mr. Harvey to purchase an additional share of our common stock at a price
        of $0.35 per share for a period of two years from the date of issuance.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | Loan of $25,000, bearing interest at a rate of 15% per
      annum and is due on or before October 1, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(d) | Loan of $24,546 (CDN$25,000), bearing interest at a rate
      of 15% per annum and is due on or before November 8,
  2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

We are also indebted to Mr. Harvey in the amount of $36,182
(CDN$36,800) for unpaid consulting fees. This amount is non-interest bearing,
unsecured and due on demand.

As at June 30, 2008, we are indebted to Mr. Ainsworth, our
President, Secretary and a member of Board of Directors, in the amount of
$34,364 (CDN$35,000) for unpaid consulting fees. This amount is non-interest
bearing, unsecured and due on demand.

As at June 30, 2008, we are indebted to our former Vice
President, Finance in the amount of $70,190 for consulting fees. The amount is
non-interest bearing, unsecured and due on demand.

On June 29, 2007, we issued 21,200 shares of our common stock
to settle $5,300 owing to our former Chief Financial Officer.

Director Independence

Our common stock is listed on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. For the purpose of determining director independence, we have
applied

42

---

the definitions set out in NASDAQ Rule 4200(a)(15). Under
NASDAQ Rule 4200(a)(15), a director is not considered independent if he or she
is an executive officer or employee of the corporation. Our board of directors
have determined that Andrew Malim, John Carlesso and Milton Datsopoulos are
independent directors as defined under NASDAQ Rule 4200(a)(15). During the
fiscal year ended June 2008, Mr. Carlesso and Mr. Datsopoulos served on the
audit committee and the disclosure committee.

ITEM
14.           PRINCIPAL
ACCOUNTING FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended June 30, 2008 and June 30, 2007 for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included our Quarterly Reports
on Form 10-Q or Form 10-QSB and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

|                   | Year Ended June 30, 2008 | Year Ended June 30, 2007
|------------------ | ------------------------ | ------------------------
|Audit Fees         | $40,705                  | $40,652                 
|Audit Related Fees | -                        | $700                    
|Tax Fees           | -                        | -                       
|All Other Fees     | -                        | -                       
|Total              | $40,705                  | $41,352                 

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The policy of our Audit Committee is to pre-approve all audit
and permissible non-audit services to be performed by our independent auditors
during the fiscal year. Non-audit services that are prohibited to be provided by
our independent auditors may not be pre-approved. In addition, prior to the
granting of any pre-approval, our Audit Committee must be satisfied that the
performance of the services in question will not compromise the independence of
the independent auditors.

No services related to Audit-Related Fees, Tax
Fees or All Other Fees described above were approved by the Audit
Committee pursuant to the waiver of pre-approval provisions set forth in the
applicable rules of the SEC.

43

---

ITEM
15.           EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.

|Exhibit | Description of
      Exhibit                                                                                                                                                     
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                  
|        |                                                                                                                                                                                  
|3.1     | Amended and
      Restated Articles of Incorporation.(15)                                                                                                                        
|        |                                                                                                                                                                                  
|3.2     | Bylaws.(1)                                                                                                                                                                       
|        |                                                                                                                                                                                  
|4.1     | Specimen Stock
      Certificate.(15)                                                                                                                                            
|        |                                                                                                                                                                                  
|10.1    | 2004 Nonqualified Stock Option Plan.(4)                                                                                                                                          
|        |                                                                                                                                                                                  
|10.2    | 2006 Stock Incentive Plan dated April 5,
      2006.(11)                                                                                                                         
|        |                                                                                                                                                                                  
|10.3    | Convertible Preferred Stock Purchase Agreement dated July
      29, 2004 between the Company and Langley Park Investments
      PLC.(5)                                          
|        |                                                                                                                                                                                  
|10.4    | Debenture Purchase Agreement dated November 19, 2004
      between the Company and Glenkirk International.(7)                                                                    
|        |                                                                                                                                                                                  
|10.5    | Convertible, Callable, Subordinated Debenture dated
      November 19, 2004 between the Company and Glenkirk
      International.(7)                                             
|        |                                                                                                                                                                                  
|10.6    | Property Option Agreement dated March 18, 2004 among the
      Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada
      Sunrise LLC (New York Canyon Project).(3)
|        |                                                                                                                                                                                  
|10.7    | Lease Agreement dated July 21, 2004 between the Company
      and Jaycor Mining, Inc.(6)                                                                                         
|        |                                                                                                                                                                                  
|10.8    | Consulting Agreement dated April 5, 2005 between the
      Company and Anthony Harvey.(8)                                                                                        
|        |                                                                                                                                                                                  
|10.9    | Consulting Agreement dated August 5, 2005 between the
      Company and Chris Broili.(12)                                                                                        
|        |                                                                                                                                                                                  
|10.10   | Consulting Agreement dated August 10, 2005 between the
      Company and Mel Klohn.(12)                                                                                          
|        |                                                                                                                                                                                  
|10.11   | Consulting Agreement dated August 22, 2005 between the
      Company and Carlo Civelli.(12)                                                                                      
|        |                                                                                                                                                                                  
|10.12   | Consulting Agreement dated September 20, 2005 between the
      Company and Richard Dixon.(9)                                                                                    
|        |                                                                                                                                                                                  
|10.13   | Consulting Agreement dated September 20, 2005 between the
      Company and Richard Kehmeier.(9)                                                                                 
|        |                                                                                                                                                                                  
|10.14   | Consulting Agreement dated January 6, 2006 between the
      Company and Kurt Bordian.(10)                                                                                       
|        |                                                                                                                                                                                  
|10.15   | Consulting Agreement dated January 19, 2006 between the
      Company and Mark A. Reynolds.(9)                                                                                   
|        |                                                                                                                                                                                  
|10.16   | Consulting Agreement dated February 1, 2006 between the
      Company and Linda Erdman.(9)                                                                                       
|        |                                                                                                                                                                                  
|10.17   | Consulting Agreement dated February 1, 2006 between the
      Company and Geoffrey Goodall.(9)                                                                                   
|        |                                                                                                                                                                                  
|10.18   | Consulting Agreement dated February 1, 2006 between the
      Company and Robert Young.(12)                                                                                      
|        |                                                                                                                                                                                  
|10.19   | Debt Settlement Agreement dated November 8, 2005 between
      the Company and Cameron Reynolds.(12)                                                                             
|        |                                                                                                                                                                                  
|10.20   | Mineral Processing Research Agreement dated March 22,
      2006 among the Company, Nevada Sunrise, LLC and INTOR Resources
      Corporation.(12)                               
|        |                                                                                                                                                                                  
|10.21   | Loan Agreement dated September 12, 2006 between the
      Company and Aton Ventures Fund Ltd.(13)                                                                                
|        |                                                                                                                                                                                  
|10.22   | Loan Agreement dated September 11, 2006 between the
      Company and Asset Protection Fund Ltd.(13)                                                                             
|        |                                                                                                                                                                                  
|10.23   | Convertible Promissory Note dated September 12, 2006
      between the Company and Aton Ventures Fund Ltd.(13)                                                                   
|        |                                                                                                                                                                                  
|10.24   | Convertible Promissory Note dated September 11, 2006
      between the Company and Asset Protection Fund Ltd.(13)                                                                
|        |                                                                                                                                                                                  
|10.25   | Promissory Note dated August 16, 2006 between the Company
      and Anthony Harvey.(14)                                                                                          
|        |                                                                                                                                                                                  
|10.26   | First Amendment Loan Agreement dated November 27, 2006
      between the Company and Aton Ventures Fund Ltd.(17)                                                                 

---

|10.27 | First Amendment to Loan Agreement dated November 27, 2006
      between the Company and Asset Protection Fund
Ltd.(17)                             
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                    
|10.28 | Convertible Promissory Note dated November 27, 2006
      between the Company and Aton Ventures Fund Ltd.(17)                                      
|      |                                                                                                                                                    
|10.29 | Convertible Promissory Note dated November 27, 2006
      between the Company and Asset Protection Fund
Ltd.(17)                                   
|      |                                                                                                                                                    
|10.30 | Quitclaim Deed for the New York Canyon Project dated
      March 12, 2007.(18)                                                                     
|      |                                                                                                                                                    
|10.31 | Sponsorship Agreement dated March 29, 2007 between the
      Company and Union Securities Ltd.(19)                                                 
|      |                                                                                                                                                    
|10.32 | Engagement Letter dated March 29, 2007 between the
      Company and Union Securities Ltd.(19)                                                     
|      |                                                                                                                                                    
|10.33 | Second Amendment to Loan Agreement dated April 12, 2007
      between the Company and Aton Ventures Fund Ltd.(19)                                  
|      |                                                                                                                                                    
|10.34 | Second Amendment to Loan Agreement dated April 11, 2007
      between the Company and Asset Protection Fund
Ltd.(19)                               
|      |                                                                                                                                                    
|10.35 | Loan Agreement dated April 25, 2007 between the Company
      and Aton Select Fund Limited.(19)                                                    
|      |                                                                                                                                                    
|10.36 | Loan Agreement dated April 25, 2007 between the Company
      and Anthony Harvey for the loan of CDN$50,000.(19)                                   
|      |                                                                                                                                                    
|10.37 | Loan Agreement dated April 25, 2007 between the Company
      and Anthony Harvey for the loan of $100,000.(19)                                     
|      |                                                                                                                                                    
|10.38 | Promissory Note dated April 25, 2007 between the Company
      and Aton Select Fund Limited.(19)                                                   
|      |                                                                                                                                                    
|10.39 | Promissory Note dated April 25, 2007 between the Company
      and Anthony Harvey for the loan of CDN$50,000.(19)                                  
|      |                                                                                                                                                    
|10.40 | Promissory Note dated April 25, 2007 between the Company
      and Anthony Harvey for the loan of $100,000.(19)                                    
|      |                                                                                                                                                    
|10.41 | Termination Agreement dated September 25, 2007 between
      the Company and Mark Reynolds.(20)                                                    
|      |                                                                                                                                                    
|10.42 | Third Amendment to Loan Agreement dated November 30, 2007
      between the Company and Aton Ventures Fund Ltd.(21)                                
|      |                                                                                                                                                    
|10.43 | Third Amendment to Loan Agreement dated November 30, 2007
      between the Company and Asset Protection Fund
Ltd.(21)                             
|      |                                                                                                                                                    
|10.44 | Convertible Promissory Note dated November 30, 2007
      between the Company and Aton Ventures Fund Ltd.(21)                                      
|      |                                                                                                                                                    
|10.45 | Convertible Promissory Note dated November 30, 2007
      between the Company and Asset Protection Fund
Ltd.(21)                                   
|      |                                                                                                                                                    
|10.46 | Management Consulting Agreement dated December 1, 2007
      between the Company, ARH Management Ltd. and Anthony
      Harvey.(21)                
|      |                                                                                                                                                    
|10.47 | Management Consulting Agreement dated December 1, 2007
      between the Company, Ainsworth-Jenkins Holdings Inc. and Benjamin
      Ainsworth.(21)
|      |                                                                                                                                                    
|10.48 | 2007 Stock Incentive Plan.(21)                                                                                                                     
|      |                                                                                                                                                    
|10.49 | Form of Non-Qualified Stock Option Agreement between the
      Company and Directors and Officers.(21)                                             
|      |                                                                                                                                                    
|10.50 | Loan Agreement dated April 1, 2008 between the Company
      and Anthony Harvey.(22)                                                               
|      |                                                                                                                                                    
|10.51 | Promissory Note dated April 1, 2008 between the Company
      and Anthony Harvey.(22)                                                              
|      |                                                                                                                                                    
|10.52 | Loan Agreement dated May 8, 2008 between the Company and
      Anthony Harvey.(23)                                                                 
|      |                                                                                                                                                    
|10.53 | Promissory Note dated May 8, 2008 between the Company and
      Anthony Harvey.(23)                                                                
|      |                                                                                                                                                    
|10.54 | First Amendment to Loan Agreement dated May 9, 2008
      between the Company and Aton Select Fund
  Limited.(23)                                  

---

|10.55 | Convertible Promissory Note dated May
        9, 2008 between the Company and Aton Select Fund Limited.(23)                                                           
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                       
|10.56 | First Amendment to Loan Agreement dated
        May 9, 2008 between the Company and Anthony Harvey for the loan of $100,000.(23)                                      
|      |                                                                                                                                                                       
|10.57 | Convertible Promissory Note dated May
        9, 2008 between the Company and Anthony Harvey for the loan of $100,000.(23)                                            
|      |                                                                                                                                                                       
|10.58 | First Amendment to Loan Agreement dated
        May 9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000.(23)                                    
|      |                                                                                                                                                                       
|10.59 | Convertible Promissory Note dated May
        9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000.(23)                                          
|      |                                                                                                                                                                       
|14.1  | Code of Ethics.(2)                                                                                                                                                    
|      |                                                                                                                                                                       
|31.1  | Certification
        of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                               
|      |                                                                                                                                                                       
|31.2  | Certification
        of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.                                               
|      |                                                                                                                                                                       
|32.1  | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|      |                                                                                                                                                                       
|32.2  | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|      |                                                                                                                                                                       
|99.1  | Audit Committee Charter.(2)                                                                                                                                           
|      |                                                                                                                                                                       
|99.2  | Disclosure Committee Charter.(2)                                                                                                                                      



|Notes: |                                                                                                                      
|------ | ---------------------------------------------------------------------------------------------------------------------
|(1)    | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on April 26, 2000.
|(2)    | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on August 26, 2003.                 
|(3)    | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 8, 2004.                     
|(4)    | Filed with the SEC as an exhibit to our Registration
      Statement on Form S-8 filed on June 17, 2004.             
|(5)    | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 20, 2004.                   
|(6)    | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 8, 2004.                 
|(7)    | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 22, 2005.            
|(8)    | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 23, 2005.                 
|(9)    | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 7, 2006.                  
|(10)   | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on February 16, 2006.            
|(11)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 10, 2006.                    
|(12)   | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 22, 2006.                 
|(13)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 15, 2006.                
|(14)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 7, 2006.                 
|(15)   | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on October 13, 2006.                
|(16)   | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on November 20, 2006.            
|(17)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 13, 2006.                 
|(18)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 26, 2007.                    
|(19)   | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on May 21, 2007.                 
|(20)   | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on September 28, 2007.              
|(21)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 6, 2007.                  
|(22)   | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 7, 2008.                     
|(23)   | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed on May 15, 2008.                   

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:

/s/ Anthony Harvey
             **ANTHONY
  HARVEY**           Chairman
  and Chief Executive Officer 
             Director 
             (Principal Executive
  Officer) 
             Date: September
  29, 2008



By:

/s/ Kurt Bordian
             **KURT BORDIAN**           Chief
  Financial Officer 
             (Principal Financial
  Officer) 
             Date: September
  29, 2008

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature              |  | Title                                 | Date              
|---------------------- |  | ------------------------------------- | ------------------
|                       |  |                                       |                   
|                       |  | Chairman, Chief Executive Officer and |                   
|/s/ Anthony Harvey     |  | Director                              | September 29, 2008
|ANTHONY HARVEY         |  | (Principal Executive Officer)         |                   
|                       |  |                                       |                   
|                       |  |                                       |                   
|/s/ Benjamin Ainsworth |  | President, Treasurer and Director     | September 29, 2008
|BENJAMIN AINSWORTH     |  |                                       |                   
|                       |  |                                       |                   
|                       |  | Chief Financial Officer               |                   
|/s/ Kurt Bordian       |  | (Principal Financial Officer)         | September 29, 2008
|KURT BORDIAN           |  |                                       |                   
|                       |  |                                       |                   
|                       |  |                                       |                   
|/s/ Bryan Wilson       |  | Director                              | September 29, 2008
|BRYAN WILSON           |  |                                       |                   
|                       |  |                                       |                   
|                       |  |                                       |                   
|/s/ Andrew Malim       |  | Director                              | September 29, 2008
|ANDREW MALIM           |  |                                       |                   

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