---

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, 2009

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

For the transition period from _____ to _____

COMMISSION FILE 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 whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (s. 229.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). Yes [   ]    No [  
]

Indicate by check mark 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. $654,014 on the basis of the averageof the bid and ask price of the registrants common stock on December
31, 2008.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable
date:78,423,641, as at September 15, 2009.

---

CANYON COPPER CORP. ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED JUNE 30, 2009

TABLE OF CONTENTS

|           |                                                                                                                    | **PAGE**
|---------- | ------------------------------------------------------------------------------------------------------------------ | --------
|           |                                                                                                                    |         
|PART I     |                                                                                                                    | 3       
|           |                                                                                                                    |         
|ITEM 1.    | BUSINESS                                                                                                           | 3       
|ITEM 1A.   | RISK FACTORS                                                                                                       | 8       
|ITEM 2.    | PROPERTIES                                                                                                         | 13      
|ITEM 3.    | LEGAL PROCEEDINGS                                                                                                  | 23      
|ITEM 4.    | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                               | 23      
|           |                                                                                                                    |         
|PART II    |                                                                                                                    | 24      
|           |                                                                                                                    |         
|ITEM 5.    | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 24      
|ITEM 7.    | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS.                       | 24      
|ITEM 8.    | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                       | 29      
|ITEM 9.    | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE                         | 30      
|ITEM 9AT.  | CONTROLS AND PROCEDURES.                                                                                           | 30      
|ITEM 9B.   | OTHER INFORMATION.                                                                                                 | 31      
|           |                                                                                                                    |         
|PART III   |                                                                                                                    | 32      
|           |                                                                                                                    |         
|ITEM 10.   | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 32      
|ITEM 11.   | EXECUTIVE COMPENSATION.                                                                                            | 36      
|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.                                   | 41      
|ITEM 14.   | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                            | 43      
|ITEM 15.   | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                           | 43      
|           |                                                                                                                    |         
|SIGNATURES | 48                                                                                                                

2

---

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.

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 the filing of our Quarterly Report for the fiscal quarter
ended March 31, 2009 with the SEC, we experienced the following significant
corporate developments:

|1. | Effective May 15, 2009, we amended our Articles of
      Incorporation in accordance with Article 78.207 of Chapter 78 of the
      Nevada Revised Statutes by decreasing our issued and authorized common
      stock on a one-for-three basis (the Reverse Split). Accordingly, our
      authorized capital of common stock has been decreased from 500,000,000
      shares, par value $0.00001 per share, to 166,666,666 shares, par value
      $0.00001 per share, and our issued and outstanding shares were decreased
      correspondingly on a one-for-three basis. As a result of the Reverse
      Split, the number of shares of our common stock outstanding was decreased
      correspondingly from 76,881,399 shares to 25,660,551 shares.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | As a result of the Reverse Split, effective May 15, 2009,
      our trading symbol was changed from "CYOO" to CNYC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Foreign Private Placement We issued a total of
      31,250,000 shares of common stock at a price of $0.04 per share for total
      gross proceeds of $1.25 million under our foreign private placement
      offering. The shares were issued in three tranches as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

3

---

|   | We did not engage in a distribution of this offering in
      the United States. Each of the subscribers represented that they were not
      a US person as defined in Regulation S of the Securities Act of 1933 (the
      Securities Act) and that they were not acquiring the shares for the
      account or benefit of a US person. The proceeds from the offering were to
      be used to retire corporate indebtedness and for general working capital
      purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | Affiliate Private Placement- On June 30, 2009, we
      issued 1,875,000 shares at a price of $0.04 per share for total proceeds
      of $75,000 to one of our directors. The shares were issued pursuant to the
      provisions of Section 4(2) of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | Debt Settlement of Convertible Notes- On June 30,
      2009, we issued 19,637,947 units at a deemed price of $0.04 per unit (the
      Units) in order to settle an aggregate of $785,517.88 in existing
      convertible notes. The debt settlement of the convertible notes was
      completed pursuant to the terms and conditions of subscription and debt
      settlement agreements entered into with the convertible note holders. Each
      Unit is comprised of one share of our common stock and one-half share
      purchase warrant. Each whole share purchase warrant entitles the holder to
      purchase one additional share of our common stock at a price of $0.06 per
      share until June 29, 2011. The issuance was completed pursuant to the
      provisions of Regulation S. We did not engage in a distribution of this
      offering in the United States. The convertible note holders represented
      that they were not US persons as defined in Regulation S and that they
      were not acquiring the Units for the account or benefit of a US
    person.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | Adoption of 2009 Stock Option Plan- Effective
      August 21, 2009, our Board of Directors adopted the Companys 2009 Stock
      Option Plan (the "2009 Stock Option Plan"). A total of 7,800,000 shares of
      our common stock are available for issuance under the 2009 Stock Option
      Plan. However, under the terms of the 2009 Stock Option Plan, at any time
      after October 1, 2009, the authorized number of shares available under the
      2009 Stock Option Plan may be increased by our Board of Directors,
      provided that the total number of shares issuable under the 2009 Stock
      Option Plan cannot exceed 10% of the total number of shares of common
      stock outstanding.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | Grant of Options under the 2009 Stock Option Plan- On August 21, 2009, we issued non-qualified stock options to
      purchase a total of 3,950,000 shares of common stock to various employees,
      officers, directors and consultants of the Company pursuant to the 2009
      Stock Option Plan. Of the options granted, options to purchase 3,700,000
      shares of common stock were issued to our officers and directors. The
      options are exercisable at a price of $0.10 per share and expire on August
      20, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | Grant of Options to a Consultant On August 21,
      2009, we also issued non-qualified stock options to purchase 150,000
      shares of common stock to a consultant of the Company. These options were
      not issued pursuant to the 2009 Stock Option Plan. The options are
      exercisable at a price of $0.10 per share and expire on August 20,
      2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | Suspension and/or Termination of Previous Stock Option
      Plans- On August 21, 2009, prior to the adoption of the 2009 Stock
      Option Plan, our Board of Directors decided to suspend and/or terminate
      the following previous stock option plans in order to limit the number of
      shares that may be optioned by us:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

4

---

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 (which
      payments have been made); 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 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);

5

---

| | (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 ParcelMayflower
    38
    10541
    009-170-11Wall Street
    43
    21509
    009-170-09Turk
    44
    21510
    009-170-09Footwall
    3447
    264845
    009-170-03Nora Higgins
    3447
    264845
    009-170-02Willie Higgins
    3447
    264845
    009-170-02Annex No. 1
    3447
    264845
    009-170-03Annex No. 2
    3447
    264845
    009-170-03Annex No. 3
    3447
    264845
    009-170-03Annex No. 4
    3447
    264845
    009-170-03Iron Gate
    4444
    806518
    009-170-02Velvet
    4444
    806518
    009-170-02Saddle
    4444
    806518
    009-170-02Vacation
    4571
    982162
    009-170-12Goodenough
    4612
    989401
    009-170-02Copper Butte
    4612
    989401
    009-170-02Copper Bar
    4612
    989401
    009-170-02Hecla
    4612
    989401
    009-170-02


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

6

---

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 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.

7

---

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 $140 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, 2010.

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.

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 no employees 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

8

---

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:

|- | 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 $2,851,743
for the year ended June 30, 2009 and have an accumulated deficit of $19,928,215
since inception. As at June 30, 2009, we had cash of $427,116 and for the next
twelve months, management anticipates that the minimum cash requirements to fund
our proposed exploration program and our continued operations will be
$1,050,000. Accordingly we do not have sufficient funds to meet our planned
expenditures over the next twelve months and will need to seek 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

9

---

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.

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

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

10

---

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.

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;
| | --- | -----------------------------------------------------------------

11

---

| | (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.

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;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------

12

---

|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 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.

We currently do not own any real property. 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.

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.

13

---

Figure 1  New York Canyon Property



14

---

Location and Access, Climate, Local Resources, and
Physiography

The New York Canyon Project is approximately five miles east of
Luning (population 87) and 30 miles east of Hawthorne (population 3,875), the
Mineral County seat, in the sparsely populated westcentral part of Nevada. The
largest full-service city with daily commercial air flights to most major
American cities is Reno (population 183,000), located 160 miles north-northwest
of the New York Canyon Project via paved highway US95. Access to the Project
from Hawthorne is via paved highway US95 for 25 miles to Luning and then by 5
miles of all-weather gravel road.

The New York Canyon Project is at the south end of the Gabbs
Valley Range with part of the Project extending westward into Soda Spring
Valley. The terrain is part of the Basin and Range physiographic province
consisting of steep rugged hills at elevations from 5,500 to 7,000 feet
separated by broad basins ranging from 4,600 to 5,500 feet elevation.

The climate is semi-arid with two seasons: a wet cold winter
and a dry hot summer. The main period of snow occurs between November and March.
Annual rainfall for the last several years has ranged from 2 to 6 inches per
year with temperatures ranging from 25°F to 95°F. The prevailing vegetation
consists of grasses, low shrubs (most commonly sagebrush) and occasional patches
of pinion pine and juniper trees at higher elevations. The local economy is
based largely on ranching and mining with many people employed by the Hawthorne
Naval Ammunition Depot.

A number of mines have operated in this part of Nevada during
the past twenty years, mostly gold and silver mines with some by-product base
metals. As a result, the community contains a small pool of experienced labor
sufficient for the needs of many short-term mining operations.

History

The New York Canyon Project has a long history of exploration,
development and production beginning with discovery of the copper oxide deposits
in 1875. The districts first recorded production occurred from 1906 to 1929
when the Wall Street Copper Company consolidated various holdings in the
district and commenced copper production at the Anderson, Champion, Mayflower,
New York, Turk, Vacation and Wall Street Mines. An estimated 8.9 million pounds
of copper was recovered from approximately 110,000 tons of ore at an average
grade of 5.5% copper during this period.

1965 to 1979 A total of 107 exploration drill
holes (98,433 feet) were drilled during 1965 to 1979 in the New York Canyon
Project area, initially by Amax but primarily by Conoco Oil Company, who
subsequently operated the Project from 1977 to 1981. Exploration was focused
mainly on porphyry copper-molybdenum sulfide targets at the Copper Queen and
Champion prospects. 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 contracted Hazen Research, Inc. to conduct a
preliminary testing program for copper recovery using sulfuric acid bottle roll
leaching tests and flotation tests on drill core sample composites. Hazen
prepared composites based on five rock types crushed to minus 0.5 inch size.
Drill core from the Copper Queen deposit yielded recoveries ranging from 65% to
75% copper over the six-day leach period with acid consumptions of 160 pounds
per ton for porphyry copper mineralized rock to 509 pounds of sulfuric acid
(H2SO4) per ton of carbonate-rich host rock. Copper oxide material provided
recoveries ranging from 75.0% to 84.45% from the six-day bottle roll test with
corresponding acid consumption of 232 to 349 pounds H2SO4 per ton of ore.

1992 to 1997 Kookaburra Resources Ltd.
(Kookaburra) and its various joint venture partners  including Coca Mines and
Phelps Dodge  conducted the next stage of exploration from 1992 to 1997,
drilling 54 holes totaling 13,018 feet to test the Longshot Ridge and Copper
Queen skarns. 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.

15

---

Prior to our acquisition of the New York Canyon Project,
Kookaburra commissioned Mountain States R & D International, Inc. to conduct
a simulated vat leach test to determine copper recovery in relation to acid
consumption on minus three-quarter inch copper mineralized material from
Longshot Ridge. A 13.67 kilogram composite of typical copper oxide material was
placed into a 51⁄2 foot high column and leached with 25 gram per liter sulfuric
acid for 19 days. Results of the test indicated a 39.41% copper recovery with
total acid consumption of 174.7 pounds per ton of mineralized material.

General Geology

The New York Canyon Project lies within the central portion of
the Walker Lane structural belt, a broad zone of northwest-southeast striking
parallel to sub-parallel, right lateral strike-slip faults extending for more
than 400 miles through western Nevada and into northern California. The
structural belt was initiated during the Jurassic period, at which time a number
of important porphyry copper deposits and related skarn deposits, such as
Yerington, were formed. Volcanism and related hydrothermal mineralization, often
of Tertiary age, are recognized along the length of this structural trend.
Significant mining districts associated with the Walker Lane Belt, in addition
to Yerington, include Comstock, Goldfield, Rawhide, Tonopah-Hall, Dome Hill and
numerous other copper and/or gold-silver occurrences.

The New York Canyon area stratigraphy is comprised mostly of
conformable marine sedimentary units of Triassic and Jurassic ages which are
intruded by granitic rocks of Cretaceous age. Tertiary-age non-mineralized
volcanic flows locally cover these older rocks on the hills and Quaternary-age
alluvium and colluvium cover them in the valleys. At New York Canyon, the rocks
are disrupted by structures mostly related to the Walker Lane structural belt.
These structures provide conduits for mineralizing fluids and often subsequently
disrupt mineralized zones.

The oldest rocks belong to the middle to late Triassic age
Luning Formation, consisting predominately of dolomite, dolomitic limestone and
limestone with minor shale, argillite and conglomerate. Project mapping and
logging of drill holes indicate this sequence is approximately 2000 thinner in
the Project area than its regionally mapped thickness of more than 10,000 feet.
The Luning limestones are thin to medium bedded and intercalated with siltstones
in the bottom 1000 feet of the sequence, and massive to thick bedded in the top
4000 feet of the sequence.

The late Triassic age Gabbs Formation conformably overlies the
Luning Formation. The Gabbs Formation consists of three members: a thin bedded
fossiliferous limestone, argillaceous limestone, and calcareous tuffaceous
siltstone. The type locality of the Gabbs Formation is in New York Canyon, where
its thickness is measured as 400 feet, but drill logs indicate it is up to 650
feet thick.

The Jurassic age Sunrise Formation conformably overlies the
Gabbs Formation. The Sunrise Formation consists of five members with quartz
latite porphyry flows near the base overlain by thin bedded limestones,
siltstones, silty limestone, tuffaceous siltstone, shale and claystone totaling
about 800 feet in thickness in the New York Canyon area.

The Jurassic age Dunlap Formation conformably overlies the
Sunrise Formation. The Dunlap Formation is a 3000-foot thick sequence of basal
conglomerate, limestones, clastic sediments, and volcanic flows of andesitic and
rhyolitic composition.

The strata of New York Canyon are intruded by 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.

Numerous Tertiary age units (mostly Oligocene and Miocene age)
consisting of mafic to felsic volcanics, volcanoclastics, flows, tuffs,
tuffaceous sediments, and continental sediments locally overlie the older rocks.
These lithologies are of varying thicknesses ranging from 100s of feet to more
than 1000 feet.

Quaternary age deposits consisting of various alluvial and
lacustrine sediments comprise the youngest units in the area and fill the valley
bottoms and form pediments along the range fronts. These young units may be 200
feet or more thick.

16

---

Property Geology at New York Canyon

The upper New York Canyon area consists primarily of the Luning
Formation which is overlain by the Gabbs and Sunrise Formations in the Longshot
Ridge area. The Luning Formation exposed beneath the Longshot Ridge area
consists of gray to tan colored, thickbedded limestone and dolomite. Felsic
sills and dikes intrude all units in the area.

The Gabbs Formation at Longshot Ridge is extremely
calc-silicate altered. It was originally a very thin bedded to laminated
limestone and silty limestone intercalated with siltstone and shale. The Gabbs
Formation is comprised of three members: (#1) the lowest member, which is 250
feet thick, consisting of thick black bioclastic limestone intercalated with
siltstone, (#2) the middle member, 200 feet thick, consisting of predominately
argillaceous limestone intercalated with calcareous and tuffaceous siltstone,
and (#3) the upper member, from 0 to 200 feet thick, consisting of argillaceous
limestone intercalated with siltstone. The black bioclastic carbonaceous
limestone at the base of the Gabbs Formation is a distinct unit which provides a
clear marker for the contact with the underlying Luning Formation.

The two lowest members of the Sunrise Formation at Longshot
Ridge are also calcsilicate altered. The Sunrise consists of five members: (#1)
the lowest member, 100 feet thick, consisting of argillaceous limestone
intercalated with siltstone and some quartz latite porphyry flows near the base,
overlain by (#2), 50 feet thick, consisting of thick-bedded fossiliferous
limestone intercalated with siltstone and silty limestone, overlain by (#3), 250
feet thick, consisting of shale and siltstone, overlain by (#4), 200 feet thick,
consisting of silty limestone and limestone, and capped by (#5), 200 feet thick,
consisting of claystone and limestone.

The Dunlap formation, mentioned in the previous description of
regional geology, is not present in the Longshot Ridge area. Similarly, only one
of the Tertiary-age volcanic sequences exists along the flank of Longshot Ridge.

The intrusive rocks (Fi) on Longshot Ridge are primarily sills
with some local dikes. Rock types mapped at the surface and encountered in drill
holes consist of granodiorite porphyry, porphyritic quartz monzonite, quartz
monzonite porphyry and quartz-feldspar porphyry. These sills and dikes are
typically only 5 to 20 feet thick but are relatively common throughout the area.

Rock strata on Longshot Ridge average N75°E in strike dip about
35°. The rocks are severely faulted and folded. Drag and overturned features are
common. The major faults are curvilinear with fairly high dip angles that
commonly change along the strike of the structure. The faults generally trend
either northeast or northwest, but there are some local faults that strike north
and dip steeply east. For the most part, the faults appear to have normal
displacements ranging from 50 to 200 feet.

Deposit Types at New York Canyon Project

Mineralization in the New York Canyon Project occurs
principally as contact metasomatic copper skarn deposits and as possible copper
porphyry deposits within intrusive bodies at depth beneath the skarns.

Contact metasomatic deposits include a variety of types such as
those that are copper-rich, ironrich, tungsten-rich, etc. The deposits are
commonly referred to as skarns when rich in copper and tactites when rich in
tungsten. Minerals associated with the copper-rich skarn deposits typically
include chalcopyrite, bornite, magnetite, specularite, pyrite, pyrrhotite,
sphalerite, and molybdenite. Alteration associated with the skarn deposits
converts limestone and limy sediments to higher temperature calc-silicate
minerals consisting of garnet, epidote, diopside, tremolite and calcite.

Skarn deposits are always adjacent to small to moderate sized
intrusive bodies of intermediate composition such as monzonite and granodiorite.
These intrusive bodies  occurring mainly as sills, dikes, plugs or stocks  are
the sources for the mineralizing and altering hydrothermal fluids and for the
heat that drives the fluids. Skarn mineralization develops along specific
altered beds of carbonate rock in zones of strong deformation or faulting
adjacent to the intrusive bodies.

17

---

The New York Canyon copper skarns closely fit these
descriptions. The skarns either consist mostly of oxidized minerals, as at
Longshot Ridge, or they consist of both oxidized and sulfide minerals as at the
Champion prospect west of Longshot Ridge.

Skarn type copper deposits are occasionally associated with
larger intrusive bodies that are hosts for porphyry type copper-molybdenum
deposits, such as the major Carr Fork copper skarns associated with the
world-class Bingham Canyon porphyry copper deposit in Utah. Sizes can range from
10 million to 100 million tons or more with grades of 1% to 2% Cu. Associated
metallic minerals include chalcopyrite, bornite, magnetite, specularite, pyrite,
pyrrhotite, sphalerite, and molybdenite. Other examples of significant skarn
deposits associated with large porphyry-copper deposits include Santa Rita-Pinos
Altos in New Mexico, Mason Valley-Copper Canyon in Nevada, and Mission-Pima in
Arizona.

Porphyry-type copper-molybdenum deposits are closely associated
with and related to moderate sized intrusive rock bodies of intermediate to
felsic composition. Porphyry-type mineralization consists of disseminated
sulfides and crosscutting stockwork quartz-sulfide veins or veinlets occurring
within the intrusive body and extending outward into the surrounding rocks. The
intrusive bodies are commonly 0.3 to 1 mile or more across and their emplacement
produces large volumes of altered and intensely fractured ground.

At Copper Queen, the westernmost New York Canyon target, known
mineralization, incompletely explored to date, consists of both non-oxidized
copper sulfide skarns and potential porphyry-type copper-molybdenum sulfides in
the underlying intrusive body. The porphyry mineralization remains an
exploration target of possible large size based on (1) the widespread
occurrences of oxide copper showings on the surface, (2) limited geophysical
surveys, (3) apparent doming of the overlying sediments, and (4) the districts
location within the Walker Lane structural belt which hosts several large
porphyry systems such as Yerington to the northwest and Hall Mountain to the
southeast. Exploration targets for the project might range from 150 million to
400 million tons as grades of 0.4% to 0.5% copper with possible credits in
molybdenum.

Mineralization at New York Canyon Project

Mineralization in the New York Canyon Project consists of three
principal copper target areas: Longshot Ridge on the east, Champion in the
center, and Copper Queen on the west. These target areas are aligned along a
west-northwest trend that probably reflects deeper basement structures.

The Longshot Ridge and Champion prospects both contain numerous
widespread showings of copper skarn mineralization exposed in surface outcrops
and in old mine workings. In contrast, the Copper Queen prospect has no exposed
mineralization at the surface but contains copper sulfide skarn at depth and an
incompletely tested copper-molybdenum sulfide porphyry system at greater depth.
Recent exploration in the New York Canyon Project has focused mainly on the
extensive oxide copper skarn mineralization at Longshot Ridge. This
mineralization is the subject of this report.

Hydrothermal alteration and mineralization at Longshot Ridge
has formed copper-rich skarn in porous and permeable zones within sedimentary
rock strata of the Luning, Gabbs and Sunrise Formations. Additionally
copper-rich stockwork veinlets in permeable fractures occur in some of the
felsic porphyry intrusive dikes and sills that intrude the rock strata. The
alteration associated with the intrusive bodies consists of argillization,
phyllic, and silicification which are typical for rocks of this type.

The oxide copper minerals abundantly present at Longshot Ridge
are apparently products of the supergene weathering and oxidation of primary
copper sulfide minerals which were present in the original skarn. The copper
mineralization consists almost entirely of secondary copper minerals,
principally malachite, azurite, chrysocolla and copper wad. Additionally, some
copper-rich limonite (goethite) is reported. A fairly common greenish clay
alteration mineral is thought to be a zinc-bearing clay. Because limestones tend
to buffer the solutions that carry copper in a supergene environment, the copper
weathered from sulfides in the skarn migrates to the non-skarn limestone units
where it may be enriched by as much as 300 to 400 percent.

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

18

---

trends is from 100 feet to 200 feet thick and covers an area of
500,000 square feet down to a depth of 350 feet, using a 0.30% Cu/ft cutoff.
Within this area are many smaller higher-grade zones. A comparison of adjacent
holes and twins of previously drilled holes indicates this copper mineralization
has good continuity.

The copper skarns and supergene enriched zones are relatively
flat lying to only gently dipping (less than 30o dip to the south). For this
reason, the thicknesses of mineralization intersected by the vertical holes
drilled to test this system represent the approximate true thicknesses of the
mineralization.

Lunig Formation -these carbonates consist primarily of
dolomite and limestone. Alteration associated with these rocks includes a skarn
mineral suite consisting primarily of serpentine, talc, garnet, magnetite, and
locally diopside. The serpentine and talc minerals in skarn form sinuous veins
along the structures within the dolomite and are very diagnostic of skarn
formation in dolomite. Due to the massive nature of the Luning Formation, the
altering and mineralizing solutions closely followed high-angle cross-cutting
structures and formed limited skarn halos with only small areas of moderately
high grade copper ineralization.

The Luning also has some small local zones of hematite and
dolomite containing jasperoid veins a few feet thick. These consist of
fine-grained silica, hematite, goethite, limonite and copper oxides.
Historically, all the higher-grade copper shipped from this district during
World War I was from the copper skarns in the Luning, not from the copper skarns
in the Gabbs.

Gabbs FormationThe principal host for
the Longshot Ridge copper skarn deposits are impure thin-bedded sandy limestone
and siltstone in the upper two units of the Gabbs Formation. The alteration
associated with these rocks is either a skarn mineral suite consisting of
garnet, diopside and magnetite in the limestone, or is hornfels developed in the
siltstone. The copper mineralization is much more widespread, but lower grade
for the reasons stated in the previous Luning skarn description. The
diopside-rich Gabbs skarns are more abundantly fractured and mineralized due to
the brittle nature of diopside, and for this reason these skarns are slightly
higher grade than the garnet-rich skarn. Commonly the Gabbs skarns are only a
few feet thick (5 to 15 feet), but there are many of them.

The lowest Gabbs unit, a carbonaceous bioclastic limestone, is
the location of the marble line, which is the alteration boundary between
marbleized and calc-silicate altered limestone. This unit rarely forms skarns.
The upper two units are hosts for the plentiful skarns and hornfels formed when
the hydrothermal solutions traveled up structures and outward along permeable
units. These same structures and permeable beds were later intruded by
granodiorite porphyry dikes and sills. The intrusive bodies proximal to the
skarns are most commonly sills but dikes are locally present.

Sunrise FormationThe two lowest
sedimentary units of the Sunrise Formation are impure thin-bedded sandy
limestone and siltstone which are altered and mineralized. The alteration occurs
as either a skarn mineral suite consisting of garnet, diopside and magnetite in
the limestone, or as hornfels developed in the siltstone. The copper
mineralization is much more widespread, but lower grade for the reasons stated
above in the previous Luning skarn description. The diopside-rich skarns are
more abundantly fractured and mineralized due to the brittle nature of diopside
and for this reason these skarns are slightly higher grade than the garnet-rich
skarns. The skarns in the Sunrise Formation are commonly very thick (50 feet).
The largest of these is the Mayflower Mine, which was mined on a fairly large
scale. This thick skarn is capped by a thick hornfels.

Current State of Exploration

Our current exploration program involves the re-analysis of the
2006 Longshot Ridge drill pulps and initiating environmental base line studies
for permitting advanced exploration. Over the next twelve months, we anticipate
that in order to implement our exploration program and to continue our
operations we will require $1,050,000.

Due to insufficient financing, we did not carry out our
exploration program during the year ended June 30, 2009. We last completed
exploration work on our New York Canyon Project in 2006. In March 2006,we
mobilized a reverse circulation drill rig on the property. A core rig was
brought in May 8, 2006. The magnetic survey was completed in March and the IP
survey began on May 10, 2006 was completed June 29. 2006. During June, 2006 a
total of four RC holes for 1,660 feet (150 per day average) and four core holes
totaling 1,402 feet (74 per day average) were completed. The total amount of
reverse circulation drilling to date is

19

---

8,803 feet in 25 holes. Core drilling amounts to 2,802 feet in
eight holes, for a total overall footage drilled to date of 11,605 feet in 33
holes.

In October, 2006, we identified nine new targets 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 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
    1.0355
    95
    40
    0.26195
    215
    20
    0.4406-13R*
    No Significant Results06-14R*
    No Significant Results06-15R*
    95
    135
    40
    0.3906-20R*
    85
    95
    10
    0.78


20

---

Hole ID
      From(ft)
      To(ft)
      Length(ft)
      Copper(%)125
    140
    15
    0.4306-21C*
    10
    125
    115
    0.54including
    105
    125
    20
    1.0306-22R*
    0
    25
    25
    0.3955
    125
    70
    0.32295
    310
    15
    0.9006-23C*
    0
    45
    45
    0.3580
    310
    230
    0.78including
    210
    270
    60
    1.7206-24R*
    30
    70
    40
    0.2995
    165
    70
    0.4106-25R*
    70
    180
    110
    0.47including
    120
    150
    30
    0.96450
    485
    35
    0.3406-26C*
    20
    115
    95
    0.2906-27R*
    0
    70
    70
    0.16including
    55
    70
    15
    0.37290
    330
    40
    0.2306-28R*
    0
    185
    185
    0.53including
    35
    85
    50
    1.0806-29C*
    10
    45
    35
    0.2806-30R*
    0
    50
    50
    0.23120
    225
    105
    0.28including
    120
    170
    50
    0.4506-31R*
    0
    130
    130
    0.32190
    380
    190
    0.87including
    285
    375
    90
    1.0606-32C*
    65
    148
    83
    0.66including
    110
    148
    38
    1.0906-33C*
    10
    200
    190
    0.52including
    60
    95
    35
    0.84175
    195
    20
    1.50


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

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

21

---

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 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.

22

---

ITEM
3.           LEGAL
PROCEEDINGS.

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.

23

---

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
"CNYC." The following is the high and low bid information for our common stock
during each fiscal quarter of our last two fiscal years.

QUARTER
    HIGH ($)
    LOW ($)1stQuarter 2008
    0.96
    0.452ndQuarter 2008
    0.90
    0.333rdQuarter 2008
    0.72
    0.394thQuarter 2008
    0.48
    0.241stQuarter 2009
    0.45
    0.122ndQuarter 2009
    0.18
    0.013rdQuarter 2009
    0.04
    0.0154thQuarter 2009
    0.10
    0.015


The above quotations have been adjusted to reflect our 1-for-3
reverse stock split effective May 15, 2009. 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 15, 2009, we had 114 registered stockholders
holding 78,423,641 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 statutes, 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, 2009 have been previously reported in our Quarterly
Reports on Form 10-Q and our Current Reports on Form 8-K.

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
re-analyze the 2006 Longshot Ridge drill pulps and to initiate environmental
base line studies for permitting advanced exploration. Over the next twelve
months, we

24

---

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

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


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 $2,851,743 for the
year ended June 30, 2009 and have an accumulated deficit of $19,928,215 since
inception. As at June 30, 2009, we had cash of $427,116 and, for the next twelve
months, management anticipates that the minimum cash requirements to fund our
proposed exploration program and our continued operations will be $1,050,000. We
do not have sufficient funds to meet our planned expenditures over the next
twelve months and will need to seek additional financing to meet our planned
expenditures. Accordingly, we will need to obtain 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.

RESULTS OF OPERATIONS

Summary of Year End Results

|                       |   |                          |  
|---------------------- | - | ------------------------ | -
|                       |   | Year
      Ended June 30 |  
|                       |   |                          |  
|                       |   | 2009                     |  
|Revenue                | $ | -                        |  
|Operating Expenses     |   | (588,020                 | )
|Other Income (Expense) |   | (2,263,723               | )
|Net Loss               | $ | (2,851,743               | )

25

---

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 |  
|------------------------------------------- | - | ------------------ | -
|                                            |   |                    |  
|                                            |   | 2009               |  
|Operating expenses:                         |   |                    |  
|Foreign exchange (gain) loss                | $ | (39,133            | )
|General and administrative                  |   | 370,402            |  
|Mineral exploration costs                   |   | 256,751            |  
|Sub-total                                   | $ | 588,020            |  
|Other (income) expenses:                    |   |                    |  
|Accretion of discounts on convertible debt  | $ | 241,193            |  
|Gain on change in fair values of beneficial |   | (327,389           | )
|conversion features                         |   |                    |  
|Interest expense                            |   | 105,218            |  
|Debt conversion expense                     |   | 2,010,076          |  
|Loss of extinguishments of debt             |   | 252,454            |  
|Recovery on investment securities           |   | (14,809            | )
|Gain on recovery of accounts payable        |   | (3,020             | )
|Sub-total                                   | $ | 2,263,723          |  
|Total Expenses                              | $ | 2,851,743          |  

Our operating expenses decreased from $1,193,792, during the
year ended June 30, 2008, to $588,020, during the year ended June 30, 2009. The
decrease in our operating expenses is due to the fact our general and
administration expenses decreased during the period.

General and administration expenses consist of consulting fees
and professional fees. Our general and administration expenses were higher
during the year ended June 30, 2008 as compared to the year ended June 30, 2009.
This is due to the fact that we incurred stock based compensation expense of
$578,932 during the year ended June 30, 2008.

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

The substantial increase in our net loss is primarily a result
of the fact that we experienced a debt conversion expense of $2,010,076 during
the year ended June 30, 2009. The debt conversion expense is related to the
issuance of 19,637,947 units to settle an outstanding indebtedness of $785,518.
The details are set out below under the heading Liquidity and Capital
Resources.

In connection with Langley Parks liquidation, we received
distribution proceeds of $14,809, during the year ended June 30, 2009, and
$104,406, during the year ended June 30, 2008.

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

26

---

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                     |   |   |                        |   |  |                     | 
|----------------------- | - | ------------------- | - | - | ---------------------- | - |  | ------------------- | 
|                        |   |                     |   |   |                        |   |  | Percentage          | 
|                        |   | At
      June, 2009 |   |   | At
      June 30, 2008 |   |  | Increase / Decrease | 
|Current Assets          | $ | 427,896             |   | $ | 26,015                 |   |  | 1,544.8%            | 
|Current Liabilities     |   | (539,492            | ) |   | (1,404,372             | ) |  | (61.6)%             | 
|Working Capital Deficit | $ | (111,596            | ) | $ | (1,378,357             | ) |  | (91.9)%             | 

|Cash Flows                                        |   |                     |   |   |                     |  
|------------------------------------------------- | - | ------------------- | - | - | ------------------- | -
|                                                  |   | Year Ended          |   |   | Year Ended          |  
|                                                  |   | June
      30, 2009 |   |   | June
      30, 2008 |  
|Cash Flows used in Operating
      Activities     | $ | (665,989            | ) | $ | (473,227            | )
|Cash Flows used in Investing Activities           |   | 14,809              |   |   | 104,406             |  
|Cash Flows provided by
      Financing Activities |   | 1,062,716           |   |   | 350,000             |  
|Net Increase (decrease) in Cash During Period     | $ | 411,536             |   | $ | (18,821             | )

The substantial decrease in our working capital deficit from
$1,378,357, as at June 30, 2008, to $24,003, as at June 30, 2009, was primarily
a result of the fact that we: (i) raised proceeds from the sale of our common
stock; (ii) decreased our accounts payables and liabilities; and (iii) settled
outstanding convertible notes by issuing 19,637,847 units, as described below.

During the year ended June 30, 2009, we  completed the
following equity financings:

|(a) | we issued 18,900,000 shares of our common stock for gross
      proceeds of $756,000;                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                            
|(b) | we issued 19,637,947 units to settle outstanding
      indebtedness of $785,518. Each unit is comprised of one share of our
      common stock and one-half share purchase warrant, with each whole share
      purchase warrant entitling the holder to purchase a share of common stock
      at $0.06 per share until June 29, 2011; and
|    |                                                                                                                                                                                                                                                                                                                                            
|(c) | we issued 1,633,333 post-split units for gross proceeds
      of $490,000. Each unit is comprised of one share of our common stock and
      one share purchase warrant, with each warrant entitling the holder to
      purchase a share of our common stock at a price of $0.36 per share until
      August 17, 2010.                   

Subsequent to our year ended June 30, 2009, we completed the
following equity financings:

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

Future Financings

Our plan of operation calls for significant expenses in
connection with the exploration of the New York Canyon Project and requires us
to obtain additional financing. We recorded a net loss of $2,851,743 for the
year ended June 30, 2009 and have an accumulated deficit of $19,928,215 since
inception. As at June 30, 2009, we had cash of $427,116 and, for the next twelve
months, management anticipates that the minimum cash requirements to fund our
proposed exploration program and our continued operations will be $1,050,000.
Accordingly, we do not have sufficient funds to meet our planned expenditures
over the next twelve months and will need to seek additional financing to meet
our planned expenditures. There is no assurance that we will be able to obtain
additional financing in the future.

Obtaining additional financing is subject to a number of
factors, including the market prices for the mineral property and copper. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us. Since our inception, we have used our common stock to raise
money for our operations and for our property

27

---

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

Mineral Property Costs

We have been in the exploration stage since our inception on
January 21, 2000, and have not yet realized any revenues from our planned
operations. We are primarily engaged in the acquisition and exploration of
mining properties. Mineral property exploration costs are expensed as incurred.
Mineral property acquisition costs are initially capitalized 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 our 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.

28

---

ITEM
8.           FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.

Index to Financial Statements

|1. | Report of Independent Registered Public Accounting
      Firm:                 
|-- | -------------------------------------------------------------------------------
|   |                                                                                
|2. | Audited Financial Statements for the year ended June 30,
      2009, including:
|   |                                                                                
|   | a.                                                                             
|   |                                                                                
|   | b.                                                                             
|   |                                                                                
|   | c.                                                                             
|   |                                                                                
|   | d.                                                                             
|   |                                                                                
|   | e.                                                                             

29

---

Canyon Copper Corp.
  (An Exploration Stage Company)

June 30, 2009





|                                                              | 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10 

---



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, 2009 and 2008 and the
  related statements of operations, cash flows and stockholders deficit for the
  years then ended and accumulated for the period from January 21, 2000 (Date of
  Inception) to June 30, 2009. 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.

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, 2009 and 2008, 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,
  2009, 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.

"Manning Elliott"
CHARTERED ACCOUNTANTS

Vancouver, Canada

September 22, 2009

F1

---

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

|                                                                              |  | June 30,    |   |  | June 30,    |  
|----------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                              |  | 2009        |   |  | 2008        |  
|                                                                              |  | $           |   |  | $           |  
|ASSETS                                                                        |  |             |   |  |             |  
|Current Assets                                                                |  |             |   |  |             |  
|Cash                                                                          |  | 427,116     |   |  | 15,580      |  
|Prepaid expenses and deposits                                                 |  | 780         |   |  | 10,435      |  
|Total Assets                                                                  |  | 427,896     |   |  | 26,015      |  
|                                                                              |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                         |  |             |   |  |             |  
|Current Liabilities                                                           |  |             |   |  |             |  
|Accounts payable (Note 5)                                                     |  | 257,864     |   |  | 376,835     |  
|Accrued liabilities (Note 4)                                                  |  | 24,295      |   |  | 143,979     |  
|Due to related parties (Note
      5)                                         |  | 257,333     |   |  | 145,046     |  
|Convertible debt, less unaccreted discount of
      $nil and $72,506 (Note 6) |  |            |   |  | 647,495     |  
|Derivative liabilities (Note 6)                                               |  |            |   |  | 91,017      |  
|Total Current Liabilities                                                     |  | 539,492     |   |  | 1,404,372   |  
|Convertible debt (Note 6)                                                     |  |            |   |  | 49,092      |  
|Total Liabilities                                                             |  | 539,492     |   |  | 1,453,464   |  
|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: 166,666,666
      shares, par value $0.00001                      |  |             |   |  |             |  
|Issued and outstanding: 64,165,080 shares                                     |  |             |   |  |             |  
|(2008  23,993,800 shares)                                                    |  | 642         |   |  | 240         |  
|Additional Paid-in Capital                                                    |  | 19,871,972  |   |  | 15,648,778  |  
|Stock subscriptions receivable                                                |  | (56,000     | ) |  |            |  
|Deficit
      Accumulated During the Exploration Stage                        |  | (19,928,215 | ) |  | (17,076,472 | )
|Total Stockholders Deficit                                                   |  | (111,596    | ) |  | (1,427,449  | )
|Total Liabilities
      and Stockholders Deficit                             |  | 427,896     |   |  | 26,015      |  

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,   |  
|                                                            | 2009                |   | 2009       |   | 2008       |  
|                                                            | $                   |   | $          |   | $          |  
|                                                            |                     |   |            |   |            |  
|Revenue                                                     |                    |   |           |   |           |  
|                                                            |                     |   |            |   |            |  
|Expenses                                                    |                     |   |            |   |            |  
|                                                            |                     |   |            |   |            |  
|Depreciation                                                | 5,540               |   |           |   |           |  
|Foreign exchange (gain) loss                                | (53,929             | ) | (39,133    | ) | 3,568      |  
|General and administrative
      (Note 5)                   | 8,752,710           |   | 370,402    |   | 911,796    |  
|Impairment of mineral property costs                        | 2,759,130           |   |           |   |           |  
|Impairment of property
      and equipment                  | 10,811              |   |           |   |           |  
|Mineral exploration costs                                   | 4,615,502           |   | 256,751    |   | 278,428    |  
|                                                            |                     |   |            |   |            |  
|Total Operating Expenses                                    | 16,089,764          |   | 588,020    |   | 1,193,792  |  
|                                                            |                     |   |            |   |            |  
|Operating Loss                                              | (16,089,764         | ) | (588,020   | ) | (1,193,792 | )
|                                                            |                     |   |            |   |            |  
|Other Income (Expense)                                      |                     |   |            |   |            |  
|                                                            |                     |   |            |   |            |  
|Accretion of discounts on convertible
      debt            | (799,963            | ) | (241,193   | ) | (142,954   | )
|Gain on change in
      fair values of derivative liability | 432,715             |   | 327,389    |   | 101,685    |  
|Interest expense                                            | (337,575            | ) | (105,218   | ) | (85,849    | )
|Debt conversion
      expense                               | (2,010,076          | ) | (2,010,076 | ) |           |  
|Loss on sale of investment securities                       | (411,430            | ) |           |   |           |  
|Gain on settlement
      of related party debt              | (2,871              | ) |           |   |           |  
|Loss on extinguishment of debt                              | (252,454            | ) | (252,454   | ) |           |  
|Recovery (impairment
      loss) on investment securities   | (459,817            | ) | 14,809     |   | 104,406    |  
|Gain on recovery of accounts payable                        | 3,020               |   | 3,020      |   |           |  
|                                                            |                     |   |            |   |            |  
|Total Other Income
      (Expense)                          | (3,838,451          | ) | (2,263,723 | ) | (22,712    | )
|                                                            |                     |   |            |   |            |  
|Net Loss                                                    | (19,928,215         | ) | (2,851,743 | ) | (1,216,504 | )
|                                                            |                     |   |            |   |            |  
|Net Loss Per Share
       Basic and Diluted                |                     |   | (0.11      | ) | (0.05      | )
|                                                            |                     |   |            |   |            |  
|Weighted Average Shares
      Outstanding                   |                     |   | 25,513,000 |   | 23,945,000 |  

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,   |  
|                                                                                  | 2009                |   | 2009       |   | 2008       |  
|                                                                                  | $                   |   | $          |   | $          |  
|Operating Activities                                                              |                     |   |            |   |            |  
|                                                                                  |                     |   |            |   |            |  
|Net loss                                                                          | (19,928,215         | ) | (2,851,743 | ) | (1,216,504 | )
|                                                                                  |                     |   |            |   |            |  
|Adjustments to reconcile
      net loss to net cash used in operating activities: |                     |   |            |   |           
|                                                                                  |                     |   |            |   |            |  
|Accretion
      of discounts on convertible debt                                  | 799,963             |   | 241,193    |   | 142,954    |  
|Amortization of deferred
      financing costs                                    | 27,475              |   |           |   |           |  
|Bad debt
      expense                                                            | 3,000               |   |           |   |           |  
|Depreciation                                                                      | 5,540               |   |           |   |           |  
|Foreign exchange
      translation gain (loss) on debt                            | (32,195             | ) | (9,156     | ) | 2,656      |  
|Gain on change in fair values
      of derivative liability                       | (432,715            | ) | (327,389   | ) | (101,685   | )
|Loss on sale
      of investment securities                                       | 411,430             |   |           |   |           |  
|Gain on recovery of accounts
      payable                                        | (3,020              | ) | (3,020     | ) |           |  
|Loss on settlement
      of related party debt                                    | 2,871               |   |           |   |           |  
|Loss on extinguishment of
      debt                                              | 252,454             |   | 252,454    |   |           |  
|Loss on conversion
      of debt                                                  | 2,010,076           |   | 2,010,076  |   |           |  
|Impairment loss (recovery)
      on investment securities                         | 564,223             |   | (14,809    | ) | (104,406   | )
|Impairment
      of mineral property costs                                        | 2,747,630           |   |           |   |           |  
|Impairment of property and
      equipment                                        | 10,811              |   |           |   |           |  
|Stock-based
      compensation                                                    | 4,509,490           |   |           |   | 578,932    |  
|                                                                                  |                     |   |            |   |            |  
|Changes in operating assets and
      liabilities:                                |                     |   |            |   |            |  
|                                                                                  |                     |   |            |   |            |  
|Amount receivable                                                                 | (3,000              | ) |           |   |           |  
|Prepaid expenses and deposits                                                     | (780                | ) | 9,655      |   | 5,488      |  
|Accounts payable
      and accrued liabilities                                    | 527,232             |   | (70,118    | ) | 148,663    |  
|Due to related parties                                                            | 353,618             |   | 96,868     |   | 70,675     |  
|                                                                                  |                     |   |            |   |            |  
|Net Cash Used in Operating
      Activities                                       | (8,174,112          | ) | (665,989   | ) | (473,227   | )
|                                                                                  |                     |   |            |   |            |  
|Investing Activities                                                              |                     |   |            |   |            |  
|                                                                                  |                     |   |            |   |            |  
|Acquisition of mineral properties                                                 | (413,138            | ) |           |   |           |  
|Proceeds received on sale
      of investment securities                          | 432,060             |   | 14,809     |   | 104,406    |  
|Purchase
      of property and equipment                                          | (16,351             | ) |           |   |           |  
|                                                                                  |                     |   |            |   |            |  
|Net Cash Provided
      by (Used in) Investment Activities                        | 2,571               |   | 14,809     |   | 104,406    |  
|                                                                                  |                     |   |            |   |            |  
|Financing Activities                                                              |                     |   |            |   |            |  
|                                                                                  |                     |   |            |   |            |  
|Advances from related party                                                       | 147,019             |   |           |   |           |  
|Issuance of common stock                                                          | 6,948,136           |   | 1,187,233  |   | 300,000    |  
|Proceeds from issuance of notes and loans
      payable                           | 448,363             |   | 24,575     |   | 50,000     |  
|Proceeds from issuance
      of convertible debentures                            | 1,684,655           |   |           |   |           |  
|Repayment of notes payable                                                        | (230,281            | ) |           |   |           |  
|Repayment of convertible
      debentures                                         | (149,092            | ) | (149,092   | ) |           |  
|Debt
      financing costs                                                        | (250,143            | ) |           |   |           |  
|                                                                                  |                     |   |            |   |            |  
|Net Cash Provided
      by Financing Activities                                   | 8,598,657           |   | 1,062,716  |   | 350,000    |  
|                                                                                  |                     |   |            |   |            |  
|Increase (Decrease) in Cash                                                       | 427,116             |   | 411,536    |   | (18,821    | )
|                                                                                  |                     |   |            |   |            |  
|Cash  Beginning
      of Period                                                  |                    |   | 15,580     |   | 34,401     |  
|                                                                                  |                     |   |            |   |            |  
|Cash  End of
      Period                                                        | 427,116             |   | 427,116    |   | 15,580     |  
|Supplemental Cash Flow and Other Disclosures
      (Note 12)                      |                     |   |            |   |            |  

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, 2009 
  (Expressed in U.S. dollars)

|                                                 |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  | Deficit     |   |  |            |  
|------------------------------------------------ | --------------- |  | ------------ | ----- |  | ----------- | - |  | ------ | - |  | --------- | - |  | ---------- |  |  | ------------- |  |  | ------------- |  |  | ----------- | - |  | ---------- | -
|                                                 |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  | Accumulated   |  |  | Accumulated |   |  |            |  
|                                                 | Preferred Stock |  | Common Stock |       |  | Additional  |   |  | Common |   |  | Stock     |   |  | Other      |  |  | During the    |  |  |               | 
|                                                 |                 |  |              | Par   |  |             |   |  | Par    |   |  | Paid-in   |   |  | Stock      |  |  | Subscriptions |  |  | Comprehensive |  |  | Exploration |   |  |            |  
|                                                 | Shares          |  |              | Value |  | Shares      |   |  | Value  |   |  | Capital   |   |  | Subscribed |  |  | Receivable    |  |  | Loss          |  |  | Stage       |   |  | Total      |  
|                                                 | #               |  |              | $     |  | #           |   |  | $      |   |  | $         |   |  | $          |  |  | $             |  |  | $             |  |  | $           |   |  | $          |  
|Balance  January 21, 2000 (Date of              |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|Inception)                                       |                |  |              |      |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  |              |  |  |            |   |  |           |  
|Issuance of stock for services
      and payment |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|of advances for $0.006 per share                 |                |  |              |      |  | 46,000,000  |   |  | 460    |   |  | 274,540   |   |  |           |  |  |              |  |  |              |  |  |            |   |  | 275,000    |  
|Net loss for the period                          |                |  |              |      |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  |              |  |  | (290,820    | ) |  | (290,820   | )
|Balance  June 30, 2000                          |                |  |              |      |  | 46,000,000  |   |  | 460    |   |  | 274,540   |   |  |           |  |  |              |  |  |              |  |  | (290,820    | ) |  | (15,820    | )
|Net loss for the year                            |                |  |              |      |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  |              |  |  | (11,766     | ) |  | (11,766    | )
|Balance  June 30, 2001                          |                |  |              |      |  | 46,000,000  |   |  | 460    |   |  | 274,540   |   |  |           |  |  |              |  |  |              |  |  | (302,586    | ) |  | (27,586    | )
|Issuance of stock for cash at
      $0.011 per   |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|share                                            |                |  |              |      |  | 6,844,938   |   |  | 68     |   |  | 74,333    |   |  |           |  |  |              |  |  |              |  |  |            |   |  | 74,401     |  
|Net loss for the year                            |                |  |              |      |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  |              |  |  | (43,817     | ) |  | (43,817    | )
|Balance  June 30, 2002                          |                |  |              |      |  | 52,844,938  |   |  | 528    |   |  | 348,873   |   |  |           |  |  |              |  |  |              |  |  | (346,403    | ) |  | 2,998      |  
|Net loss for the year                            |                |  |              |      |  |            |   |  |       |   |  |          |   |  |           |  |  |              |  |  |              |  |  | (17,713     | ) |  | (17,713    | )
|Balance  June 30, 2003                          |                |  |              |      |  | 52,844,938  |   |  | 528    |   |  | 348,873   |   |  |           |  |  |              |  |  |              |  |  | (364,116    | ) |  | (14,715    | )
|                                                 |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|Cancellation of stock owned by a                 |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|director                                         |                |  |              |      |  | (29,333,333 | ) |  | (293   | ) |  | 293       |   |  |           |  |  |              |  |  |              |  |  |            |   |  |           |  
|Conversion of debentures                         |                |  |              |      |  |            |   |  |       |   |  |          |   |  | 902,126    |  |  |              |  |  |              |  |  |            |   |  | 902,126    |  
|Issuance of stock for cash at
      $4.50 per    |                 |  |              |       |  |             |   |  |        |   |  |           |   |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|share                                            |                |  |              |      |  | 233,333     |   |  | 2      |   |  | 1,049,998 |   |  |           |  |  |              |  |  |              |  |  |            |   |  | 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                          |                |  |              |      |  | 23,744,938  |   |  | 237    |   |  | 1,294,164 |   |  | 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, 2009 
  (Expressed in U.S. dollars)

|                                                      |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  | Deficit     |   |  |            |  
|----------------------------------------------------- | --------------- |  | ------------ | ----- |  | ---------- | - |  | ------ | - |  | --------- | - |  | ---------- | - |  | ------------- |  |  | ------------- | - |  | ----------- | - |  | ---------- | -
|                                                      |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  | Accumulated   |   |  | Accumulated |   |  |            |  
|                                                      | Preferred Stock |  | Common Stock |       |  | Additional |   |  | Common |   |  | Stock     |   |  | Other      |   |  | During the    |  |  |               |  
|                                                      |                 |  |              | Par   |  |            |   |  | Par    |   |  | Paid-in   |   |  | Stock      |   |  | Subscriptions |  |  | Comprehensive |   |  | Exploration |   |  |            |  
|                                                      | Shares          |  |              | Value |  | Shares     |   |  | Value  |   |  | Capital   |   |  | Subscribed |   |  | Receivable    |  |  | Loss          |   |  | Stage       |   |  | Total      |  
|                                                      | #               |  |              | $     |  | #          |   |  | $      |   |  | $         |   |  | $          |   |  | $             |  |  | $             |   |  | $           |   |  | $          |  
|                                                      |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2004                               |                |  |              |      |  | 23,744,938 |   |  | 237    |   |  | 1,294,164 |   |  | 902,126    |   |  |              |  |  |              |   |  | (1,965,152  | ) |  | 231,375    |  
|Issuance of stock for consulting services             |                |  |              |      |  | 133,333    |   |  | 1      |   |  | 761,999   |   |  |           |   |  |              |  |  |              |   |  |            |   |  | 762,000    |  
|Cancellation of stock issued
      for consulting     |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  |             |   |  |            |  
|services                                              |                |  |              |      |  | (66,667    | ) |  | (1     | ) |  | (727,999  | ) |  |           |   |  |              |  |  |              |   |  |            |   |  | (728,000   | )
|Issuance of stock pursuant to the exercise
      of   |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  |             |   |  |            |  
|options                                               |                |  |              |      |  | 133,333    |   |  | 1      |   |  | 199,999   |   |  |           |   |  |              |  |  |              |   |  |            |   |  | 200,000    |  
|Issuance of stock pursuant to
      conversion of     |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  |             |   |  |            |  
|debentures                                            |                |  |              |      |  | 183,135    |   |  | 2      |   |  | 902,124   |   |  | (902,126   | ) |  |              |  |  |              |   |  |            |   |  |           |  
|Issuance of stock pursuant to
      mineral property  |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  |             |   |  |            |  
|option agreements                                     |                |  |              |      |  | 470,000    |   |  | 5      |   |  | 1,876,495 |   |  |           |   |  |              |  |  |              |   |  |            |   |  | 1,876,500  |  
|Issuance of stock to settle related
      party debt  |                |  |              |      |  | 65,878     |   |  | 1      |   |  | 73,123    |   |  |           |   |  |              |  |  |              |   |  |            |   |  | 73,124     |  
|Cancellation of stock owned by the
      President of |                 |  |              |       |  |            |   |  |        |   |  |           |   |  |            |   |  |               |  |  |               |   |  |             |   |  |           
|the Company                                           |                |  |              |      |  | (6,666,667 | ) |  | (67    | ) |  | 67        |   |  |           |   |  |              |  |  |              |   |  |            |   |  |           |  
|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     |  | 17,997,283 |   |  | 179    |   |  | 6,326,312 |   |  |           |   |  |              |  |  | (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, 2009 
  (Expressed in U.S. dollars)

|                                                          |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  |               |   |  | Deficit     |   |  |            |  
|--------------------------------------------------------- | --------------- |  | ------------ | ----- |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- |  |  | ------------- |  |  | ------------- | - |  | ----------- | - |  | ---------- | -
|                                                          |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  | Accumulated   |   |  | Accumulated |   |  |            |  
|                                                          | Preferred Stock |  | Common Stock |       |  | Additional |  |  | Common |  |  | Stock      |   |  | Other      |  |  | During the    |  |  |               |  
|                                                          |                 |  |              | Par   |  |            |  |  | Par    |  |  | Paid-in    |   |  | Stock      |  |  | Subscriptions |  |  | Comprehensive |   |  | Exploration |   |  |            |  
|                                                          | Shares          |  |              | Value |  | Shares     |  |  | Value  |  |  | Capital    |   |  | Subscribed |  |  | Receivable    |  |  | Loss          |   |  | Stage       |   |  | Total      |  
|                                                          | #               |  |              | $     |  | #          |  |  | $      |  |  | $          |   |  | $          |  |  | $             |  |  | $             |   |  | $           |   |  | $          |  
|                                                          |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  |               |   |  |             |   |  |            |  
|Balance  June 30, 2005                                   | 500,000         |  |              | 5     |  | 17,997,283 |  |  | 179    |  |  | 6,326,312  |   |  |           |  |  |              |  |  | (437,712      | ) |  | (5,990,553  | ) |  | (101,769   | )
|Issuance of stock for cash at $0.75 per share             |                |  |              |      |  | 1,666,667  |  |  | 17     |  |  | 1,249,983  |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 1,250,000  |  
|Issuance of stock for cash at
      $0.90 per share       |                |  |              |      |  | 500,000    |  |  | 5      |  |  | 449,995    |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 450,000    |  
|Issuance of stock for geological data at a fair           |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  |               |   |  |             |   |  |            |  
|value of $1.17 per share                                  |                |  |              |      |  | 8,333      |  |  |       |  |  | 9,750      |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 9,750      |  
|Issuance of stock to settle debt at a fair value
      of |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  |               |   |  |             |   |  |           
|$1.11 per share                                           |                |  |              |      |  | 21,248     |  |  |       |  |  | 23,585     |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 23,585     |  
|Issuance of stock for cash at $1.20 per share             |                |  |              |      |  | 1,491,667  |  |  | 15     |  |  | 1,789,985  |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 1,790,000  |  
|Share issuance costs                                      |                |  |              |      |  |           |  |  |       |  |  | (222,668   | ) |  |           |  |  |              |  |  |              |   |  |            |   |  | (222,668   | )
|Issuance of stock pursuant to a mineral                   |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  |               |   |  |             |   |  |            |  
|property agreement                                        |                |  |              |      |  | 166,667    |  |  | 2      |  |  | 284,998    |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 285,000    |  
|Fair value of stock options granted                       |                |  |              |      |  |           |  |  |       |  |  | 3,229,195  |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 3,229,195  |  
|Issuance of stock pursuant to
      the exercise of       |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |  |  |               |   |  |             |   |  |            |  
|stock options                                             |                |  |              |      |  | 50,000     |  |  | 1      |  |  | 52,499     |   |  |           |  |  |              |  |  |              |   |  |            |   |  | 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     |  | 21,901,865 |  |  | 219    |  |  | 13,193,634 |   |  |           |  |  |              |  |  |              |   |  | (13,682,690 | ) |  | (488,832   | )

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, 2009 
  (Expressed in U.S. dollars)

|                                                      |                 |  |              |       |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |               |  |  | Deficit     |   |  |            |  
|----------------------------------------------------- | --------------- |  | ------------ | ----- |  | ---------- |  |  | ------ |  |  | ---------- |  |  | ---------- |  |  | ------------- |  |  | ------------- |  |  | ----------- | - |  | ---------- | -
|                                                      |                 |  |              |       |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  | Accumulated   |  |  | Accumulated |   |  |            |  
|                                                      | Preferred Stock |  | Common Stock |       |  | Additional |  |  | Common |  |  | Stock      |  |  | Other      |  |  | During the    |  |  |               | 
|                                                      |                 |  |              | Par   |  |            |  |  | Par    |  |  | Paid-in    |  |  | Stock      |  |  | Subscriptions |  |  | Comprehensive |  |  | Exploration |   |  |            |  
|                                                      | Shares          |  |              | Value |  | Shares     |  |  | Value  |  |  | Capital    |  |  | Subscribed |  |  | Receivable    |  |  | Loss          |  |  | Stage       |   |  | Total      |  
|                                                      | #               |  |              | $     |  | #          |  |  | $      |  |  | $          |  |  | $          |  |  | $             |  |  | $             |  |  | $           |   |  | $          |  
|                                                      |                 |  |              |       |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|Balance  June 30, 2006                               | 500,000         |  |              | 5     |  | 21,901,865 |  |  | 219    |  |  | 13,193,634 |  |  |           |  |  |              |  |  |              |  |  | (13,682,690 | ) |  | (488,832   | )
|Issuance of stock for cash at $0.75 per share         |                |  |              |      |  | 865,333    |  |  | 9      |  |  | 648,991    |  |  |           |  |  |              |  |  |              |  |  |            |   |  | 649,000    |  
|Issuance of stock for cash at
      $0.90 per share   |                |  |              |      |  | 55,556     |  |  | 1      |  |  | 49,999     |  |  |           |  |  |              |  |  |              |  |  |            |   |  | 50,000     |  
|Issuance of shares pursuant to mineral
      property |                 |  |              |       |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |               |  |  |             |   |  |           
|agreement                                             |                |  |              |      |  | 171,667    |  |  | 2      |  |  | 172,948    |  |  |           |  |  |              |  |  |              |  |  |            |   |  | 172,950    |  
|Issuance of shares to settle debt                     |                |  |              |      |  | 133,333    |  |  | 1      |  |  | 99,999     |  |  |           |  |  |              |  |  |              |  |  |            |   |  | 100,000    |  
|Issuance of shares to settle
      related party debt |                |  |              |      |  | 7,067      |  |  |       |  |  | 5,300      |  |  |           |  |  |              |  |  |              |  |  |            |   |  | 5,300      |  
|Issuance of shares to settle convertible              |                 |  |              |       |  |            |  |  |        |  |  |            |  |  |            |  |  |               |  |  |               |  |  |             |   |  |            |  
|debentures                                            |                |  |              |      |  | 458,979    |  |  | 5      |  |  | 344,229    |  |  |           |  |  |              |  |  |              |  |  |            |   |  | 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     |  | 23,593,800 |  |  | 237    |  |  | 14,769,849 |  |  |           |  |  |              |  |  |              |  |  | (15,859,968 | ) |  | (1,089,877 | )

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-8

---

Canyon Copper Corp. 
  (An Exploration Stage Company) 
  Statement of Stockholders Equity (Deficit) 
  From January 21, 2000 (Date
  of Inception) to June 30, 2009 
  (Expressed in U.S. dollars)

|                                                    |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |               |  |  | Deficit     |   |  |            |  
|--------------------------------------------------- | --------------- |  | ------------ | ----- |  | ---------- |  |  | ------ |  |  | ---------- | - |  | ---------- |  |  | ------------- | - |  | ------------- |  |  | ----------- | - |  | ---------- | -
|                                                    |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  | Accumulated   |  |  | Accumulated |   |  |            |  
|                                                    | Preferred Stock |  | Common Stock |       |  | Additional |  |  | Common |  |  | Stock      |   |  | Other      |  |  | During the    |   |  |               | 
|                                                    |                 |  |              | Par   |  |            |  |  | Par    |  |  | Paid-in    |   |  | Stock      |  |  | Subscriptions |   |  | Comprehensive |  |  | Exploration |   |  |            |  
|                                                    | Shares          |  |              | Value |  | Shares     |  |  | Value  |  |  | Capital    |   |  | Subscribed |  |  | Receivable    |   |  | Loss          |  |  | Stage       |   |  | Total      |  
|                                                    | #               |  |              | $     |  | #          |  |  | $      |  |  | $          |   |  | $          |  |  | $             |   |  | $             |  |  | $           |   |  | $          |  
|Balance  June 30, 2007                             | 500,000         |  |              | 5     |  | 23,593,800 |  |  | 237    |  |  | 14,769,849 |   |  |           |  |  |              |   |  |              |  |  | (15,859,968 | ) |  | (1,089,877 | )
|Issuance of stock for cash at $0.75 per share       |                |  |              |      |  | 400,000    |  |  | 4      |  |  | 299,996    |   |  |           |  |  |              |   |  |              |  |  |            |   |  | 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     |  | 23,993,800 |  |  | 241    |  |  | 15,648,777 |   |  |           |  |  |              |   |  |              |  |  | (17,076,472 | ) |  | (1,427,449 | )
|Issuance of stock for cash at $0.30 per share       |                |  |              |      |  | 1,633,333  |  |  | 16     |  |  | 489,984    |   |  |           |  |  |              |   |  |              |  |  |            |   |  | 490,000    |  
|Issuance of stock for cash at
      $0.04 per share |                |  |              |      |  | 18,900,000 |  |  | 189    |  |  | 755,811    |   |  |           |  |  | (56,000       | ) |  |              |  |  |            |   |  | 700,000    |  
|Share issuance costs                                |                |  |              |      |  |           |  |  |       |  |  | (2,767     | ) |  |           |  |  |              |   |  |              |  |  |            |   |  | (2,767     | )
|Issuance of shares to settle
      convertible      |                 |  |              |       |  |            |  |  |        |  |  |            |   |  |            |  |  |               |   |  |               |  |  |             |   |  |            |  
|debentures                                          |                |  |              |      |  | 19,637,947 |  |  | 196    |  |  | 2,980,167  |   |  |           |  |  |              |   |  |              |  |  |            |   |  | 2,980,363  |  
|Net loss for the year                               |                |  |              |      |  |           |  |  |       |  |  |           |   |  |           |  |  |              |   |  |              |  |  | (2,851,743  | ) |  | (2,851,743 | )
|Balance  June 30, 2009                             | 500,000         |  |              | 5     |  | 64,165,080 |  |  | 642    |  |  | 19,871,972 |   |  |           |  |  | (56,000       | ) |  |              |  |  | (19,928,215 | ) |  | (111,596   | )

The Accompanying Notes are an Integral Part of These Financial
  Statements

F-9

---

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

|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 raising sufficient funds to further
      explore and develop its mineral properties. Planned principal activities
      have not yet begun. The ability of the Company to emerge from the
      exploration stage with respect to any planned principal business activity
      is dependent upon its successful efforts to raise additional equity
      financing and/or attain profitable mining operations. As at June 30, 2009,
      the Company has a working capital deficit of $111,596 and has accumulated
      losses of $19,928,115 since inception. The Company also has significant
      mineral property acquisition and exploration commitments. There is no
      guarantee that the Company will be able to complete any of the above
      objectives. These factors raise substantial doubt regarding the Companys
      ability to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Managements plan for the next twelve months is to
      continue initial exploration activities on the New York Canyon Project in
      Nevada. The agreements pursuant to which the Company acquired its
      interests in the New York Canyon Project provide for a series of cash
      payments and annual filing maintenance costs. If the Company fails to make
      such payments or expenditures in a timely fashion it may lose its interest
      in those properties. As at June 30, 2009, the Company had cash of $427,116
      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-10

---

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

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

F-11

---

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

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

Level 1
  Level 1 applies to assets or
  liabilities for which there are quoted prices in active markets for identical
  assets or liabilities.

Level 2
  Level 2 applies to assets or
  liabilities for which there are inputs other than quoted prices that are
  observable for the asset or liability such as quoted prices for similar assets
  or liabilities in active markets; quoted prices for identical assets or
  liabilities in markets with insufficient volume or infrequent transactions (less
  active markets); or model-derived valuations in which significant inputs are
  observable or can be derived principally from, or corroborated by, observable
  market data.

Level 3
  Level 3 applies to assets or
  liabilities for which there are unobservable inputs to the valuation methodology
  that are significant to the measurement of the fair value of the assets or
  liabilities.

| |    | The Companys financial instruments consist principally
      of cash, accounts payable, amounts due to related parties, derivative
      liabilities, and convertible debt. Pursuant to SFAS No. 157, fair value of
      assets and liabilities measured on a recurring basis include cash
      equivalents determined based on Level 1 inputs, which consist of quoted
      prices in active markets for identical assets. Derivative liabilities are
      valued based on Level 2 inputs, consisting of quoted prices in less
      active markets. The Company believes that the recorded values of all of
      the other financial instruments approximate their current fair values
      because of their nature and respective maturity dates or
      durations.                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Companys operations are in Canada, which results in
      exposure to market risks from changes in foreign currency rates. The
      financial risk is the risk to the Companys operations that arise from
      fluctuations in foreign exchange rates and the degree of volatility of
      these rates. Currently, the Company does not use derivative instruments to
      reduce its exposure to foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | j) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company accounts for income taxes using the asset and
      liability method in accordance with SFAS No. 109, Accounting for
        Income Taxes. The asset and liability method provides that deferred
      tax assets and liabilities are recognized for the expected future tax
      consequences of temporary differences between the financial reporting and
      tax bases of assets and liabilities, and for operating loss and tax credit
      carryforwards Deferred tax assets and liabilities are measured using the
      currently enacted tax rates and laws that will be in effect when the
      differences are expected to reverse. The Company records a valuation
      allowance to reduce deferred tax assets to the amount that is believed
      more likely than not to be realized.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | k) | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive
      income and its components in the financial statements. As at June 30, 2009
      and 2008, the Company had no items that represent comprehensive
      income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-12

---

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

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

F-13

---

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

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

F-14

---

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

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

F-15

---

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

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

| |                                            |  | June 30, |  |  | June 30, | 
| | ------------------------------------------ |  | -------- |  |  | -------- | 
| |                                            |  | 2009     |  |  | 2008     | 
| |                                            |  | $        |  |  | $        | 
| |                                            |  |          |  |  |          | 
| | Interest accrued on debt                   |  | 24,028   |  |  | 135,370  | 
| | Professional fees
      and other accruals |  | 267      |  |  | 8,609    | 
| |                                            |  |          |  |  |          | 
| |                                            |  | 24,295   |  |  | 143,979  | 

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

| | i)   | $85,841 (Cdn$99,800) (2008 - $36,132 (Cdn$36,800)) for
      consulting fees, which is non-interest bearing, unsecured and due on
      demand;                                                                                                                                                                      
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                      
| | ii)  | $21,504 (Cdn$25,000) (2008 - $24,546 (Cdn$25,000)) in
      advances for working capital purposes which bears interest at 15% per
      annum, is unsecured and due on demand;                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                      
| | iii) | $21,504 (Cdn$25,000) (2008 - $Nil) in advances for
      working capital purposes which bears interest at 15% per annum, is secured
      by a promissory note, and was due on January 7, 2009. On January 13, 2009,
      the maturity date on the notes was extended to April 7, 2010;                             
| |      |                                                                                                                                                                                                                                                                                                                      
| | iv)  | $21,504 (Cdn$25,000) (2008 - $24,546 (Cdn$25,000)) in
      advances for working capital purposes which bears interest at 15% per
      annum, is secured by a promissory note, and is due on November 8, 2009. On
      January 13, 2009, the maturity date on the notes was extended to February
      8, 2010; and
| |      |                                                                                                                                                                                                                                                                                                                      
| | v)   | $25,000 (2008 - $25,000) in advances for working capital
      purposes which bears interest at 15% per annum, is secured by a promissory
      note, and is due on October 1, 2008. On January 13, 2009, the maturity
      date on the notes was extended to January 1,
      2010.                                

| |    | Refer to Note 6(a) for convertible debt owing the Chief
      Executive Officer of the Company.                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                    
| | c) | As at June 30, 2009, the Company was indebted to the
      Chief Financial Officer of the Company for $267 (2008 - $458) of general
      and administrative expenses. The amounts due are non-interest bearing,
      unsecured and due on demand.
| |    |                                                                                                                                                                                                                                                    
| | d) | As at June 30, 2009, $70,190 (2008 - $70,190) is owed to
      a former Vice President of Finance of the Company and is included in
      accounts payable. The amount due is non-interest bearing, unsecured and
      due on demand.             
| |    |                                                                                                                                                                                                                                                    
| | e) | As at June 30, 2009, $6,980 (2008 - $9,980) is owed to a
      former Vice President of the Company and is included in accounts payable.
      The amount due is non-interest bearing, unsecured and due on
      demand.                          

F-16

---

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

|5. | Related Party Transactions (continued)
|-- | --------------------------------------
|   |                                       
|   | f)                                    
|   |                                       
|6. | Convertible Debt                      
|   |                                       
|   | a)                                    
|   |                                       
|   | b)                                    
|   |                                       
|   |                                       
|   |                                       
|   |                                       

F-17

---

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

|6. | Convertible Debt (continued)
|-- | ----------------------------

| |    | On November 30, 2007, the maturity date of the APF loan
      was extended to January 11, 2009 and the maturity date of the Aton loan
      was extended to January 12, 2009. In accordance with EITF 06-6, the
      Company determined it should apply extinguishment accounting as the fair
      value of the embedded conversion option was greater than 10% of the
      carrying amount of the original debt instrument immediately prior to the
      modification. On November 30, 2007, the Company recognized a gain of
      $41,201 upon extinguishment of the modified debt. In addition, the Company
      recognized a discount of $151,502 and increased the derivative liability
      to $151,502. During the year ended June 30, 2008, the Company recorded
      accretion of the discount of $78,996 increasing the carrying value of the
      convertible loans to $427,494. The Company recorded a gain on the change
      in the fair values of the derivative liabilities of $60,484 during the
      year ended June 30, 2008, decreasing the fair value of the derivative
      liabilities to $91,017.                                     
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | On January 13, 2009, the maturity dates of the APF loan
      and the Aton loan were extended to April 11, 2010 and April 12, 2010,
      respectively. In accordance with EITF 06-6, the Company determined it
      should apply extinguishment accounting as the fair value of the embedded
      conversion option was greater than 10% of the carrying amount of the
      original debt instrument immediately prior to the modification. On January
      13, 2009, the Company recognized a loss of $252,454 upon extinguishment of
      the modified debt. In addition, the Company recognized a discount of
      $500,000 and increased the derivative liability to $752,454. As at June
      15, 2009, the Company recorded accretion of the discount of $241,193
      increasing the carrying value of the convertible loans to $168,688. The
      Company recorded a gain on the change in the fair values of the derivative
      liabilities of $236,372, decreasing the fair value of the derivative
      liabilities to $516,082 on June 15, 2009.                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | On June 15, 2009, the Company entered into a Debt
      Settlement Agreement with Aton and APF, whereby the terms of the loans
      were amended. Upon their election to participate and pursuant to the
      agreement, the conversion price for the loans has been amended to $0.04
      per unit. Each unit consists of one share of common stock and one half of
      a share purchase warrant. Each whole share purchase warrant is exercisable
      at $0.06 per common share for a period of two years from the date of
      issuance. On June 30, 2009, the Company issued 15,629,454 units upon the
      conversion of principal of $500,000 and accrued interest of $125,178.
      Pursuant to FAS 84 Induced Conversions of Convertible Debt (FAS
      84) the Company recognized an expense of $1,463,437 equal to the fair
      value of all securities and other consideration transferred in the
      transaction in excess of the fair value of securities issuable pursuant to
      the original conversion terms as a result of the amendment.                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c) | On March 20, 2007, the Company received a loan of
      $120,000 from Aton Select Fund Limited. The loan bears interest at a rate
      of 15% per annum, was unsecured and due on demand. On April 25, 2007, the
      Company secured this loan by issuing a convertible note. The note is due
      on March 20, 2008 and is convertible at $0.90 per (reverse split adjusted)
      unit with each unit to consist of one common share and one share purchase
      warrant exercisable at $1.05 per (reverse split adjusted) common shares
      for a period of two years. In accordance with EITF 98-5, the Company
      recognized the intrinsic value of the embedded beneficial conversion
      feature of $36,041 as additional paid-in capital and an equivalent
      discount which was expensed over the term of the convertible loan. During
      the year ended June 30, 2008, the Company recorded accretion of the
      discount of $36,041 increasing the carrying value of the convertible loan
      to $120,000. On May 9, 2008, the maturity date on the note was extended to
      June 20, 2009. This modification had no accounting impact.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | On June 15, 2009, the Company entered into a Debt
      Settlement Agreement with Aton Select Fund Limited., whereby the terms of
      the loan were amended. Upon their election to participate and pursuant to
      the agreement, the conversion price for the loan has been amended to $0.04
      per unit. Each unit consists of one share of common stock and one half of
      a share purchase warrant. Each whole share purchase warrant is exercisable
      at $0.06 per common share for a period of two years from the date of
      issuance. On June 30, 2009, the Company issued 4,008,493 units upon the
      conversion of principal of $120,000 and accrued interest of $40,340.
      Pursuant to FAS 84 Induced Conversions of Convertible Debt (FAS
      84) the Company recognized an expense of $546,638 equal to the fair value
      of all securities and other consideration transferred in the transaction
      in excess of the fair value of securities issuable pursuant to the
      original conversion terms as a result of the
      amendment.                                                                             

F-18

---

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

|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | For the year ended June 30, 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | For the year ended June 30, 2008:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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 2,333,333
      (reverse split adjusted) 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, 2009, the Company had 1,371,666
      (reverse split adjusted) 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 3,333,333
      (reverse split adjusted) 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, 2009, the Company had 1,152,917
      (reverse split adjusted) stock options available for granting pursuant to
      the 2006 Plan.     

F-19

---

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

|8. | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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, 2009, the Company had 933,333 (reverse split adjusted) stock
      options available for granting pursuant to the 2004 Plan.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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, 2008       |  | 1,391,667 |   |  | 0.78             |  |  |                 | 
| | Expired                          |  | (200,000  | ) |  | 0.75             |  |  |                 | 
| | Outstanding, June 30, 2009       |  | 1,191,667 |   |  | 0.77             |  |  |                | 
| | Exercisable, June
      30, 2009 |  | 1,191,667 |   |  | 0.77             |  |  |                | 

|   | As at June 30, 2009, the weighted average remaining
      contractual life of the outstanding stock options is 3.08 years.
|-- | --------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                           
|   | As at June 30, 2009, the Company had no unvested options
      outstanding.                                               
|   |                                                                                                                           
|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, 2008       |  | 455,556    |   |  | 0.94     | 
| |                              |  |            |   |  |          | 
| | Issued                       |  | 11,452,305 |   |  | 0.10     | 
| | Expired                      |  | (55,556    | ) |  | 1.20     | 
| |                              |  |            |   |  |          | 
| | Balance, June 30,
      2009 |  | 11,852,305 |   |  | 0.13     | 

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

ExerciseNumber of
      PriceWarrants
      
      Expiry Date400,000
      0.90
      August 15, 20091,633,333
      0.36
      August 17, 20109,818,972
      0.06
      June 30, 201111,852,305


F-20

---

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

|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
      $5,904,117 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,   |  
| | ----------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                             |  | 2009       |   |  | 2008       |  
| |                                                             |  | $          |   |  | $          |  
| | Net loss before income taxes per financial
      statements |  | (2,851,743 | ) |  | (1,216,504 | )
| | Income tax rate                                             |  | 35%        |   |  | 35%        |  
| | Income tax recovery                                         |  | 998,110    |   |  | 425,776    |  
| | Permanent differences                                       |  | (762,774   | ) |  | (217,071   | )
| | Change in valuation allowance                               |  | (235,336   | ) |  | (208,705   | )
| | Provision for
      income taxes                            |  |           |   |  |           |  

The significant components of deferred
  income tax assets and liabilities at June 30, 2009 and 2008 are as follows:

| |                                      |  | June 30,   |   |  | June 30,   |  
| | ------------------------------------ |  | ---------- | - |  | ---------- | -
| |                                      |  | 2009       |   |  | 2008       |  
| |                                      |  | $          |   |  | $          |  
| |                                      |  |            |   |  |            |  
| | Mineral property costs               |  | 2,581,121  |   |  | 2,491,258  |  
| | Net operating losses carried forward |  | 2,135,558  |   |  | 1,990,085  |  
| |                                      |  |            |   |  |            |  
| | Valuation
      allowance            |  | (4,716,679 | ) |  | (4,481,343 | )
| |                                      |  |            |   |  |            |  
| | Net deferred
      income tax asset  |  |           |   |  |           |  

|12. | Supplemental Cash Flow and Other
      Disclosures
|--- | --------------------------------------------------

| |                                                        |  | Accumulated from    |  |  |            |  |  |      | 
| | ------------------------------------------------------ |  | ------------------- |  |  | ---------- |  |  | ---- | 
| |                                                        |  | January 21, 2000    |  |  | For the    | 
| |                                                        |  | (Date of Inception) |  |  | Year Ended | 
| |                                                        |  | to June 30,         |  |  | June 30,   | 
| |                                                        |  | 2009                |  |  | 2009       |  |  | 2008 | 
| |                                                        |  | $                   |  |  | $          |  |  | $    | 
| |                                                        |  |                     |  |  |            |  |  |      | 
| | 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 issued to settle debt                     |  | 3,528,100           |  |  | 2,980,363  |  |  |     | 
| | Common stock issued
      for mineral property         |  |                     |  |  |            |  |  |      | 
| | lease                                                  |  | 2,334,492           |  |  |           |  |  |     | 
| |                                                        |  |                     |  |  |            |  |  |      | 
| | Supplemental Disclosures:                              |  |                     |  |  |            |  |  |      | 
| |                                                        |  |                     |  |  |            |  |  |      | 
| | Interest paid                                          |  | 72,121              |  |  | 49,650     |  |  |     | 
| | Income taxes paid                                      |  |                    |  |  |           |  |  |     | 

F-21

---

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

|13. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               
|    |                  
|    | c)               
|    |                  
|    |                  

| | i.   | suspend the granting of new options under the 2004
      Non-Qualified Stock Option Plan dated June 17, 2004, as amended on April
      6, 2005, (the 2004 Stock Option Plan). The Board of Directors also
      decided that the 2004 Stock Option Plan will terminate once all existing
      options granted have been exercised, expired or otherwise
      terminated;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                              
| | ii.  | terminate the 2006 Stock Incentive Plan dated April 5,
      2006 as all options have expired or otherwise been terminated;
      and                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                              
| | iii. | suspend the granting of new options under the 2007 Stock
      Incentive Plan dated December 3, 2007 (the 2007 Stock Incentive Plan).
      The Board of Directors also decided that the 2007 Stock Incentive Plan
      will terminate once all existing options granted have been exercised,
      expired or otherwise terminated.                                      

| | d) | On August 21, 2009, the Company issued non-qualified
      stock options to purchase a total of 3,950,000 shares of common stock to
      various employees, officers, directors and consultants of the Company
      pursuant to the 2009 Stock Option Plan. The options were granted with an
      exercise price of $0.10 per share, expiring on August 20, 2014.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                     
| | e) | On August 21, 2009, the Company issued non-qualified
      stock options to purchase 150,000 shares of common stock to a consultant
      of the Company. These options were not issued pursuant to the 2009 Stock
      Option Plan. The options are exercisable at a price of $0.10 per share and
      expire on August 20, 2014.                                
| |    |                                                                                                                                                                                                                                                                                                                                                                     
| | f) | On August 31, 2009, the Company issued 1,375,000 shares
      of common stock at a price of $0.04 per share for proceeds of $55,000. The
      proceeds of the offering will be used to retire corporate indebtedness and
      for general working capital purposes                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                     
| | g) | The Company evaluated all events or transactions that
      occurred after June 30, 2009 up through September 22, 2009, the date the
      Company issued these financial statements.                                                                                                                                                                               

F-22

---

ITEM
9.            CHANGES 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, 2009 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses 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, 2009 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.

30

---

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.

Lack of Audit Committee Financial Expert:Our audit
committee has deficiencies due to the fact that it 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

There were no changes in our internal control over financial
reporting that occurred during the fiscal year ended June 30, 2009 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.

31

---

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
    POSITIONAnthony Harvey
    75
    Director, Chairman and Chief Executive
      OfficerBenjamin Ainsworth
    68
    Director, President And SecretaryKurt Bordian
    41
    Chief Financial Officer and TreasurerAndrew Malim
    66
    DirectorBryan Wilson
    59
    DirectorMilton Datsopoulos
    67
    DirectorJames E. Yates
    67
    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. Mr. Harvey is also currently chairman and a director of ESO
Uranium Corp. (ESO-TSX.V), a uranium exploration company with properties located
in Saskatchewan and Northeastern Ontario.

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. 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 Black
Panther Mining Corp. (BPC.TSX.V). 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),
Sultan Minerals Inc. (SUL-TSX.V), Hathor Exploration Ltd. (HAT-TSX.V) and Dajin
Resources Ltd. (DJI-TSX.V).

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

32

---

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 12 years.

Mr. Bordian currently serves as a director or officer on a number mineral exploration
and development companies, including: Chief Financial Officer of ESO Uranium
Corp. (ESO-TSX.V) since November 2006; director of Thor Explorations Ltd.
(THX-TSX.V); director of Calypso Uranium Corp. (CLP-TSX.V) since April 2006 and
former Chief Financial Officer from February 2006 to March 2007; director of
Cap-link Ventures Ltd. (CAV-TSX.V) since March 2008; director of Palo Duro
Energy Inc. (PDE-TSX.V) since August, 2006 and former Chief Financial Officer
from August, 2006 to September, 2006; and director of Waymar Resources Ltd.
(WYM-TSX.V) since May 2007.

Previously, Mr. Bordian has served as a director or officer on
the following public companies: director of Legal Access Technologies Inc. from
November 2004 to January 2006 and Chief Financial Officer from November 2004 to
April 2005; Chief Financial Officer of Mexoro Minerals Ltd. from February 2007
to June 2007; director of Bordeaux Energy Inc. (BDO-TSX.V) from July 2006 to
June 2007 and chief financial officer from July 2006 to September 2006; Chief
Financial Officer, Secretary and director of Black Tusk Minerals Inc.
(BKTK-OTCBB) from August 2005 to September 2008; Chief Financial Officer of Gold
Point Energy Corp. (GPE-TSX.V); and President, CEO and director of Magnate
Ventures Inc. (MGV.H-NEX) from May, 2007 to August 2009.

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.
(DRGO-OTCBB); MFC- Mining Finance Corporation; Miramar Mining Corporation (MAE-TSX). Mr. Malim is currently a director of Kryso Resources Ltd. (KYS.L-AIM).

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

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 a director of Gee Ten Ventures Inc.
(GTV-TSX.V) and Spider Resources Inc. (SPQ-TSX.V). Mr. Wilson has also acted as
a director of Pengram Corporation (PNGM-OTCBB). Mr. Wilson has previously served
as President, CEO and director of Ste. Genevieve Resources Ltd. (SGVL-CNQ,
STGIF-OTCBB), a mining exploration and development company; and as a director
for each of Vencan Gold Corp. (VCG-TSX.V) and Macdonald Mines and Exploration
(BMK-TSX.V).

33

---

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. (CMD-AMEX) 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.

James E. Yates (Director): Mr. Yates joined our Board of
Directors on April 15, 2009. Mr. Yates has over twenty years experience in the
mineral exploration industry and has served as a director and officer of several
public mining companies. From 1982 to 1988 he was the Founder, President and
Director of Hycroft Resources, which successfully brought the Crofoot Mine into
production. Mr. Yates has overseen the corporate management and financing of a
number of projects in North America including American Bullion Minerals, Zappa
Resources, and Jersey Goldfields, having raised in excess of $20 million for
mineral exploration development. Mr. Yates is currently a director of ESO
Uranium Corp. (ESO-TSX.V), a mineral exploration company focused on uranium
exploration, and Nevada Geothermal Power Inc. (NGP-TSX.V), a company engaged in
producing geothermal electrical power from geothermal resources in the United
States.

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, James E. Yates and Andrew Malim. Mr. Harvey is not an
independent director as he currently acts as our Chairman and Chief Executive
Officer. Mr. Yates and Mr. Malim are independent members of our Board of
Directors.

The audit committee is responsible for:

|(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.

34

---

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 Exchange Act 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, we believe that, during the year ended June 30, 2009,
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 Exchange Act:

Name and Principal Position
    Number of Late Insider
      Reports
    Transactions Not Timely
      Reported
    Known Failures to File a
      Required FormAnthony Harvey Director, Chairman and Chief
      Executive Officer
    Two
    Three
    NoneBenjamin Ainsworth Director And
      Secretary
    None
    None
    NoneKurt Bordian Chief Financial Officer
    One
    One
    NoneAndrew Malim Director
    Three
    Five
    NoneBryan Wilson Director
    One
    One
    NoneMilton Datsopoulos Director
    One
    One
    NoneJames E. Yates Director
    None
    None
    None


35

---

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, 2009 and 2008:

Name & PrincipalPosition
    Year
    Salary($)
    Bonus($)
    StockAwards($)
    OptionAwards($)
    Non-EquityIncentivePlanCompen-sation($)
    Non-qualifiedDeferredCompen-sationEarnings($)
    All OtherCompen-sation($)
    Total($)Anthony Harvey, Director, Chairman and CEO(1)
    2009 2008
    53,830 36,413
    - -
    - -
    - 81,943
    - -
    - -
    - -
    53,830 118,356Kurt Bordian, CFO and Treasurer(2)
    2009 2008
    88,200 69,630
    - -
    - -
    - 81,943
    - -
    - -
    - -
    88,200 151,573Benjamin Ainsworth, Director, President and
      Secretary(3)
    2009 2008
    51,211 34,787
    - -
    - -
    - 81,943
    - -
    - -
    - -
    51,211 116,730


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 January 6, 2006. Pursuant to the terms of a consultant agreement, we
      pay Mr. Bordian $3,675 per month. We also pay Mr. Bordian an additional
      $3,675 per month for various consulting and bookkeeping services performed
      by Mr. Bordian.                                                                               
|(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.     

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, 2009:

Name and PrincipalPosition
    Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable
    Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable
    Equity IncentivePlan Awards:Number ofSecuritiesUnderlyingUnexercisedUnearned Options
    OptionExercisePrice
    OptionExpirationDateAnthony Harvey(1)Director, Chairman
      and CEO
    166,666 166,666
    - -
    - -
    $0.90 $0.75
    Apr 8, 2010 Dec 2, 2012Kurt Bordian(2)CFO and Treasurer
    166,666
    -
    -
    $0.75
    Dec 2, 2012Benjamin Ainsworth(3)Director, President
      and Secretary
    166,666
    -
    -
    $0.75
    Dec 2, 2012


Notes:

|(1) | On August 21, 2009, we issued options to purchase
      1,200,000 shares of common stock exercisable at a price of $0.10 per share
      until August 20, 2014.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | On August 21, 2009, we issued options to purchase 500,000
      shares of common stock exercisable at a price of $0.10 per share until
      August 20, 2014.  

36

---

|(3) | On August 21, 2009, we issued options to purchase 600,000
      shares of common stock exercisable at a price of $0.10 per share until
      August 20, 2014.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Director Compensation

The following table sets forth the compensation paid to our
directors for the fiscal year ended June 30, 2009.

Name
    Fees Earned or Paid
      in Cash ($)
    Stock Awards
      ($)
    Option **Awards**($)
    Non-Equity Incentive
      Plan Compensation ($)
    Nonqualified Deferred
      Compensation Earnings ($)
    All Other
      Compensation ($)
    Total ($)Andrew Malim
    -
    -
    -
    -
    -
    -
    -Bryan Wilson
    -
    -
    -
    -
    -
    -
    -Milton Datsopoulos
    -
    -
    -
    -
    -
    -
    -James E. Yates
    -
    -
    -
    -
    -
    -
    -


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, $3,675 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. We
will also reimburse Mr. Bordian for all disbursements reasonably incurred by him
for the purpose of providing the consulting services to us. We also pay Mr.
Bordian an additional $3,675 per month for various consulting and bookkeeping
services performed by Mr. Bordian.

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 15,
2009 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.

37

---

Title of Class
      Name and Address of
        Beneficial Owner
      Amount and Nature of
        Beneficial Ownership(1)
      Percentage of Common
        Stock(1)Directors and OfficersCommon Stock
      Anthony Harvey 
        Director, Chairman and Chief Executive 
        Officer
      3,495,000 shares 
        Direct and Indirect(2)
      4.4%Common Stock
      Benjamin Ainsworth 
        Director, President and Secretary
      1,408,333 shares 
        Direct(3)
      1.8%Common Stock
      Kurt Bordian 
        Chief Financial Officer and Treasurer
      1,685,833 shares 
        Direct and Indirect(4)
      2.1%Common Stock
      Andrew Malim 
        Director
      1,216,666 shares 
        Direct(5)
      1.5%Common Stock
      Bryan Wilson 
        Director
      505,334 shares 
        Direct and Indirect(6)
      *Common Stock
      Milton Datsopoulos 
        Director
      2,275,000 shares 
        Direct(7)
      2.9%Common Stock
      James Yates 
        Director
      1,216,667 shares 
        Direct and Indirect(8)
      1.5%Common Stock
      All Officers and Directors 
        as a Group (7 persons)
      11,802,833 shares 
        Direct and Indirect
      14.2%5% StockholdersCommon Stock
      Asset Protection Fund Ltd. 
        3076 Sir Francis Drakes Hwy 
        Road Town, Tortola, BVI
      7,528,226 shares 
        Direct(9)
      9.1%Common Stock
      Aton Select Fund Limited 
        3076 Sir Francis Drakes Hwy 
        Road Town, Tortola, BVI
      6,012,739 shares 
        Direct(10)
      7.5%Common Stock
      Aton Ventures Fund Ltd. 
        3076 Sir Francis Drakes Hwy 
        Road Town, Tortola, BVI
      6,111,216 shares 
        Direct(11)
      7.6%Common Stock
      Barroco Foundation 
        Edificio Universal 50 Calle 50 No. 102 World 
        Panama, Republic of Panama
      5,861,559 shares 
        Direct(12)
      7.3%Common Stock
      Bonefin Trust Reg 
        Kirchstrasse 39 
        Vaduz, Liechtenstein FL 9490
      4,450,000 shares 
        Direct
      5.7%Common Stock
      Cornucopia Holdings Limited 
        Herrengasse 2 PO Box 562 
        Vaduz, Liechtenstein FL 9490
      5,300,000 shares 
        Direct
      6.8%Common Stock
      Knightwall Invest Inc. 
        3076 Sir Francis Drakes Highway 
        Road Town, Tortola BVI
      6,250,000 shares 
        Direct
      8.0%Common Stock
      Silver BF Energy Ventures 
        SDN BHD 16thFloor Menara MIDF 82 Jalan 
        Raja Chulan, Kuala Lumpur Malaysia 50200
      5,860,531 shares 
        Direct(13)
      7.3%


Notes

|*   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Applicable percentage of ownership is based on 78,423,641
      shares of common stock outstanding as of September 15, 2009 together with
      securities exercisable or convertible into shares of Common Stock within
      60 days of September 15, 2009 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 15, 2009 are deemed to be beneficially owned by the
      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.

38

---

|(2)  | The number of shares listed as beneficially owned by Mr.
      Harvey consists of: (i) 1,908,334 shares of common stock owned directly by
      Mr. Harvey; (ii) 53,334 shares of common stock held by Mr. Harveys
      spouse; (iii) options to purchase 166,666 shares of common stock at a
      price of $0.75 per share until December 2, 2012; (iv) options to purchase
      166,666 shares of common stock at a price of $0.90 per share until April
      2, 2010; and (v) the option to purchase 1,200,000 shares of common stock
      at a price of $0.10 per share until August 20, 2014.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)  | The number of shares listed as beneficially owned by Mr.
      Ainsworth consists of: (i) 641,667 shares of common stock owned directly
      by Mr. Ainsworth; (ii) options to purchase 166,666 shares of common stock
      at a price of $0.75 per share until December 2, 2012; and (iii) options to
      purchase 600,000 shares of common stock at a price of $0.10 per share
      until August 20, 2014.                                                                                                                                                                                       
|(4)  | The number of shares listed as beneficially owned by Mr.
      Bordian consists of: (i) 406,667 shares of common stock owned directly by
      Mr. Bordian; (ii) 612,500 shares of common stock held by Mr. Bordinas
      spouse; (iii) options to purchase 166,666 shares of common stock
      exercisable at $0.75 per share until December 2, 2012 and (iv) the option
      to purchase 500,000 shares of common stock at $0.10 per share exercisable
      at $0.10 per share until August 20, 2014.                                                                                            
|(5)  | The number of shares listed as beneficial owned by Mr.
      Malim consist of: (i) 650,000 shares of common stock owned directly by Mr.
      Malim; and (ii) options to purchase 166,666 shares of common stock at a
      price of $0.75 per share until January 28, 2013; and (iii) options to
      purchase 400,000 shares of common stock at a price of $0.10 per share
      until August 20, 2014.                                                                                                                                                                                              
|(6)  | The number of shares listed as beneficially owned by Mr.
      Wilson consists of: (i) 100,000 shares of common stock held directly by
      Mr. Wilson; (ii) 38,667 shares of common stock held by Rocknest Corp, of
      which Mr. Wilson is the sole shareholder; (iii) options to purchase 66,667
      shares of common stock at a price of $0.75 per share until December 2,
      2012; and (iv) options to purchase 300,000 shares of common stock at a
      price of $0.10 per share until August 20, 2014.                                                                                  
|(7)  | The number of shares listed as beneficially owned by Mr.
      Datsopoulos consists of: (i) 1,875,000 shares of common stock owned
      directly by Mr. Datsopoulus; (ii) options to purchase 100,000 shares of
      common stock at a price of $0.75 per share until December 2, 2012; and
      (iii) options to purchase 300,000 shares of common stock at a price of
      $0.10 per share until August 20, 2014.                                                                                                                                                                                 
|(8)  | The number of shares listed as beneficially owned by Mr.
      Yates consists of: (i) 416,667 shares of common stock owned directly by
      Mr. Yates; (ii) 400,000 shares of common stock held by Mr. Yates spouse;
      (iii) options to purchase 400,000 shares of common stock at a price of
      $0.10 per share until August 20, 2014.                                                                                                                                                                                                                                                        
|(9)  | The number of shares listed as beneficially owned by
      Asset Protection Fund (APF) consist of: (i) 3,907,706 shares of common
      stock directly held by APF; (ii) warrants to purchase 1,566,667 shares of
      our common stock at a price of $0.36 until August 12, 2010; and (iii)
      warrants to purchase 1,953,853 shares of common stock at a price of $0.06
      per share until June 29, 2011.                                                                                                                                                                                    
|(10) | The number of shares listed as beneficially owned by Aton
      Select Fund Limited (Aton Select) consists of: (i) 4,008,493 shares of
      common stock directly held by Aton Select; and (ii) warrants to purchase
      2,004,246 shares of common stock at a price of $0.06 per share until June
      29, 2011.                                                                                                                                                                                                                                                                                 
|(11) | The number of shares listed as beneficially owned by Aton
      Ventures Fund Limited (Aton Ventures) consists of: (i) 4,157,706 shares
      of common stock directly held by Aton Ventures; and (ii) warrants to
      purchase 1,953,510 shares of common stock at a price of $0.06 per share
      until June 29, 2011.                                                                                                                                                                                                                                                                           
|(12) | The number of shares listed as beneficially owned by
      Barroco Foundation (Barroco) consists of: (i) 3,907,706 shares of common
      stock directly held by Barroco; and (ii) warrants to purchase 1,953,853
      shares of common stock at a price of $0.06 per share until June 29,
      2011.                                                                                                                                                                                                                                                                                               
|(13) | The number of shares listed as beneficially owned by
      Silver BF Energy Ventures (Silver) consists of: (i) 3,907,021 shares of
      common stock directly held by Silver; and (ii) warrants to purchase
      1,953,510 shares of common stock at a price of $0.06 per share until June
      29, 2011.                                                                                                                                                                                                                                                                                          

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
at June 30, 2009.

39

---

EQUITY
        COMPENSATION PLAN INFORMATION AS AT JUNE 30, 2009Plan
        Category
      Number of securities
        to be issued upon exercise of outstanding
        options, warrants and rights (a)
      Weighted-average exercise price
        of outstanding options, warrants and
        rights (b)
      Number of securities remaining available for
        future issuance under equity compensation plans (excluding securities reflected in column
        (a)) (c)Equity Compensation Plans 
        approved by security holders
      Nil
      N/A
      3,904,636Equity Compensation Plans 
        not approved by security 
        holders
      1,191,667
      $0.77 per share
      2,641,666Total
      1,191,667
      $0.77 per share
      6,546,302


2004 Non-Qualified Stock Option Plan

Our Board of Directors adopted the 2004 Non-qualified Stock
Option Plan (the 2004 Plan) on June 17, 2004, as amended on April 6, 2005. We
originally registered the 2004 Plan on June 17, 2004 pursuant to a registration
statement on Form S-8. The maximum number of shares of our common stock with
respect to which options or rights may be granted under the 2004 Plan is
1,333,333 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.

On August 21, 2009, our Board of Directors determined that: (a)
no new options may be granted under the 2004 Plan; and (b) the 2004 Plan is to
be terminated once all outstanding options have been granted under the 2004 Plan
have been exercised, expired or otherwise terminated.

2006 Stock Incentive Plan

On April 5, 2006, we established our 2006 Stock Incentive Plan
(the 2006 Plan). 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 3,333,333 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.

40

---

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.

On August 21, 2009, our Board of Directors terminated the 2006
Plan as all options had expired or otherwise been terminated.

2007 Stock Incentive Plan

On December 3, 2007, our Board of Directors adopted our 2007
Stock Incentive Plan (the "2007 Plan"). The number of common shares subject to
issuance pursuant to outstanding options, in the aggregate, cannot exceed
2,333,333 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) 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 may be determined by the Board.

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) cannot be less than the minimum exercise price that is at least
100% of the Fair Market Value of the common stock of the Company on the day of
grant, and in the case of a participant who owns more than 10% of the total
combined voting power of all classes of the our stock or of its parent or
subsidiary corporations at least 110% of the Fair Market Vale of the common
stock on the day of grant, and (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.

On August 21, 2009, our Board of Directors determined that: (a)
no new options may be granted under the 2007 Plan; and (b) the 2007 Plan is to
be terminated once all outstanding options have been granted under the 2007 Plan
have been exercised, expired or otherwise terminated.

2009 Stock Option Plan

Subsequent to our year ended June 30, 2009, our Board of
Directors adopted our 2009 Stock Option Plan dated August 21, 2009 (the "2009
Plan"). The number of common shares subject to issuance pursuant to outstanding
options, in the aggregate, cannot exceed 7,800,000 shares. The maximum number of
shares will increase effective the first day of each of our fiscal quarters,
beginning with the fiscal quarter commencing October 1, 2009 by an amount equal
to 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 may be determined by the Board.

The exercise price of the options granted to Participants (as
defined in the 2009 Plan) other than Consultant Participants (as defined in the
2009 Plan): (i) cannot be less than the minimum exercise price that is at least
100% of the Fair Market Value of the common stock of the Company on the day of
grant, and in the case of a participant who owns more than 10% of the total
combined voting power of all classes of the our stock or of its parent or
subsidiary corporations at least 110% of the Fair Market Vale of the common
stock on the day of grant, and (ii) cannot be less than 75% of the Fair Market
Value of our common stock on the day of grant with respect to Non-Qualified
Stock Options.

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;

41

---

| | (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, 2009, we are indebted to Mr. Harvey, our CEO,
Chairman and a member of our Board of Directors, in the principal amount of
$175,353 as follows:

|(a) | $85,841 (CDN$99,800) for unpaid consulting fees. This
      amount is non-interest bearing, unsecured and due on demand. 
|--- | -------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                          
|(b) | Loan of $21,504 (CDN$25,000), bearing interest at a rate
      of 15% per annum and due on demand.                       
|    |                                                                                                                          
|(c) | Loan of $25,000, bearing interest at a rate of 15% per
      annum and is due on or before January 1, 2010.              
|    |                                                                                                                          
|(d) | Loan of $21,504 (CDN$25,000), bearing interest at a rate
      of 15% per annum and is due on or before February 8, 2010.
|    |                                                                                                                          
|(e) | Loan of $21,504 (CDN$25,000), bearing interest at a rate
      of 15% per annum and is due on or before April 7,
2010.   

During the year ended June 30, 2009, we repaid the following
convertible loans owed to Mr. Harvey:

|(a) | Convertible loan of $100,000, bearing interest at a rate
      of 15% per annum. This loan was convertible into units at a price of $0.90
      per unit with each unit consisting of one share of our common stock and
      one share purchase warrant. Each warrant entitled Mr. Harvey to purchase
      an additional share of our common stock at a price of $1.05 per share for
      a period of two years from the date of issuance.              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | Convertible loan of $43,007 (CDN$50,000), bearing
      interest at a rate of 15% per annum. This loan was convertible into units
      at a price of $0.90 per unit with each unit consisting of one share of our
      common stock and one share purchase warrant. Each warrant entitled Mr.
      Harvey to purchase an additional share of our common stock at a price of
      $1.05 per share for a period of two years from the date of
  issuance.

As at June 30, 2009, we are indebted to Mr. Ainsworth, our
President, Secretary and a member of Board of Directors, in the amount of
$81,713 (CDN$95,000) for unpaid consulting fees. This amount is non-interest
bearing, unsecured and due on demand.

As at June 30, 2009, 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.

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 the definitions set out in FINRA Rule 5605(a)(2). Under FINRA Rule
5605(a)(2), 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, James Yates, Bryan Wilson and Milton Datsopoulos
are independent directors as defined under FINRA Rule 5605(a)(2). During the
year ended June 2009, Mr. Malim and Mr. Yates served on the audit committee and
the disclosure committee.

42

---

ITEM
14.          PRINCIPAL ACCOUNTING
FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended June 30, 2009 and June 30, 2008 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, 2009
    Year Ended June 30, 2008Audit Fees
    $39,274
    $40,705Audit Related Fees
    -
    -Tax Fees
    -
    -All Other Fees
    -
    -Total
    $39,274
    $40,705


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.

ITEM
15.          EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.

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

43

---

|10.9  | Consulting Agreement dated August 5,
        2005 between the Company and Chris Broili.(12)                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                       
|10.10 | Consulting Agreement dated August 10,
        2005 between the Company and Mel Klohn.(12)                                                             
|      |                                                                                                                                                       
|10.11 | Consulting Agreement dated August 22,
        2005 between the Company and Carlo Civelli.(12)                                                         
|      |                                                                                                                                                       
|10.12 | Consulting Agreement dated September
        20, 2005 between the Company and Richard Dixon.(9)                                                       
|      |                                                                                                                                                       
|10.13 | Consulting Agreement dated September
        20, 2005 between the Company and Richard Kehmeier.(9)                                                    
|      |                                                                                                                                                       
|10.14 | Consulting Agreement dated January
        6, 2006 between the Company and Kurt Bordian.(10)                                                          
|      |                                                                                                                                                       
|10.15 | Consulting Agreement dated January
        19, 2006 between the Company and Mark A. Reynolds.(9)                                                      
|      |                                                                                                                                                       
|10.16 | Consulting Agreement dated February
        1, 2006 between the Company and Linda Erdman.(9)                                                          
|      |                                                                                                                                                       
|10.17 | Consulting Agreement dated February
        1, 2006 between the Company and Geoffrey Goodall.(9)                                                      
|      |                                                                                                                                                       
|10.18 | Consulting Agreement dated February
        1, 2006 between the Company and Robert Young.(12)                                                         
|      |                                                                                                                                                       
|10.19 | Debt Settlement Agreement dated November
        8, 2005 between the Company and Cameron Reynolds.(12)                                                
|      |                                                                                                                                                       
|10.20 | Mineral Processing Research Agreement
        dated March 22, 2006 among the Company, Nevada Sunrise, LLC and INTOR
        Resources Corporation.(12)
|      |                                                                                                                                                       
|10.21 | Loan Agreement dated September 12,
        2006 between the Company and Aton Ventures Fund Ltd.(13)                                                   
|      |                                                                                                                                                       
|10.22 | Loan Agreement dated September 11,
        2006 between the Company and Asset Protection Fund Ltd.(13)                                                
|      |                                                                                                                                                       
|10.23 | Convertible Promissory Note dated September
        12, 2006 between the Company and Aton Ventures Fund Ltd.(13)                                      
|      |                                                                                                                                                       
|10.24 | Convertible Promissory Note dated September
        11, 2006 between the Company and Asset Protection Fund Ltd.(13)                                   
|      |                                                                                                                                                       
|10.25 | Promissory Note dated August 16, 2006
        between the Company and Anthony Harvey.(14)                                                             
|      |                                                                                                                                                       
|10.26 | First Amendment Loan Agreement dated
        November 27, 2006 between the Company and Aton Ventures Fund Ltd.(16)                                    
|      |                                                                                                                                                       
|10.27 | First Amendment to Loan Agreement dated
        November 27, 2006 between the Company and Asset Protection Fund Ltd.(16)                              
|      |                                                                                                                                                       
|10.28 | Convertible Promissory Note dated November
        27, 2006 between the Company and Aton Ventures Fund Ltd.(16)                                       
|      |                                                                                                                                                       
|10.29 | Convertible Promissory Note dated November
        27, 2006 between the Company and Asset Protection Fund Ltd.(16)                                    
|      |                                                                                                                                                       
|10.30 | Quitclaim Deed for the New York Canyon
        Project dated March 12, 2007.(17)                                                                      
|      |                                                                                                                                                       
|10.31 | Sponsorship Agreement dated March 29,
        2007 between the Company and Union Securities Ltd.(18)                                                  
|      |                                                                                                                                                       
|10.32 | Engagement Letter dated March 29, 2007
        between the Company and Union Securities Ltd.(18)                                                      
|      |                                                                                                                                                       
|10.33 | Second Amendment to Loan Agreement
        dated April 12, 2007 between the Company and Aton Ventures Fund Ltd.(18)                                   
|      |                                                                                                                                                       
|10.34 | Second Amendment to Loan Agreement
        dated April 11, 2007 between the Company and Asset Protection Fund Ltd.(18)                                
|      |                                                                                                                                                       
|10.35 | Loan Agreement dated April 25, 2007
        between the Company and Aton Select Fund Limited.(18)                                                     
|      |                                                                                                                                                       
|10.36 | Loan Agreement dated April 25, 2007
        between the Company and Anthony Harvey for the loan of CDN$50,000.(18)                                    

44

---

|10.37 | Loan Agreement dated April 25, 2007
        between the Company and Anthony Harvey for the loan of $100,000.(18)                                       
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                        
|10.38 | Promissory Note dated April 25, 2007
        between the Company and Aton Select Fund Limited.(18)                                                     
|      |                                                                                                                                                        
|10.39 | Promissory Note dated April 25, 2007
        between the Company and Anthony Harvey for the loan of CDN$50,000.(18)                                    
|      |                                                                                                                                                        
|10.40 | Promissory Note dated April 25, 2007
        between the Company and Anthony Harvey for the loan of $100,000.(18)                                      
|      |                                                                                                                                                        
|10.41 | Termination Agreement dated September
        25, 2007 between the Company and Mark Reynolds.(19)                                                      
|      |                                                                                                                                                        
|10.42 | Third Amendment to Loan Agreement dated
        November 30, 2007 between the Company and Aton Ventures Fund Ltd.(20)                                  
|      |                                                                                                                                                        
|10.43 | Third Amendment to Loan Agreement dated
        November 30, 2007 between the Company and Asset Protection Fund Ltd.(20)                               
|      |                                                                                                                                                        
|10.44 | Convertible Promissory Note dated November
        30, 2007 between the Company and Aton Ventures Fund Ltd.(20)                                        
|      |                                                                                                                                                        
|10.45 | Convertible Promissory Note dated November
        30, 2007 between the Company and Asset Protection Fund Ltd.(20)                                     
|      |                                                                                                                                                        
|10.46 | Management Consulting Agreement dated
        December 1, 2007 between the Company, ARH Management Ltd. and Anthony
        Harvey.(20)                
|      |                                                                                                                                                        
|10.47 | Management Consulting Agreement dated
        December 1, 2007 between the Company, Ainsworth-Jenkins Holdings Inc.
        and Benjamin Ainsworth.(20)
|      |                                                                                                                                                        
|10.48 | 2007 Stock Incentive Plan.(20)                                                                                                                         
|      |                                                                                                                                                        
|10.49 | Form of Non-Qualified Stock Option
        Agreement between the Company and Directors and Officers.(20)                                               
|      |                                                                                                                                                        
|10.50 | Loan Agreement dated April 1, 2008
        between the Company and Anthony Harvey.(21)                                                                 
|      |                                                                                                                                                        
|10.51 | Promissory Note dated April 1, 2008
        between the Company and Anthony Harvey.(21)                                                                
|      |                                                                                                                                                        
|10.52 | Loan Agreement dated May 8, 2008 between
        the Company and Anthony Harvey.(22)                                                                   
|      |                                                                                                                                                        
|10.53 | Promissory Note dated May 8, 2008 between
        the Company and Anthony Harvey.(22)                                                                  
|      |                                                                                                                                                        
|10.54 | First Amendment to Loan Agreement dated
        May 9, 2008 between the Company and Aton Select Fund Limited.(22)                                      
|      |                                                                                                                                                        
|10.55 | Convertible Promissory Note dated May
        9, 2008 between the Company and Aton Select Fund Limited.(22)                                            
|      |                                                                                                                                                        
|10.56 | First Amendment to Loan Agreement dated
        May 9, 2008 between the Company and Anthony Harvey for the loan of $100,000.(22)                       
|      |                                                                                                                                                        
|10.57 | Convertible Promissory Note dated May
        9, 2008 between the Company and Anthony Harvey for the loan of $100,000.(22)                             
|      |                                                                                                                                                        
|10.58 | First Amendment to Loan Agreement dated
        May 9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000.(22)                     
|      |                                                                                                                                                        
|10.59 | Convertible Promissory Note dated May
        9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000.(22)                           
|      |                                                                                                                                                        
|10.60 | Loan Agreement dated July 7, 2008 between
        the Company and Anthony Harvey for the loan of CDN $25,000.(23)                                      
|      |                                                                                                                                                        
|10.61 | Promissory Note dated July 7, 2008
        between the Company and Anthony Harvey for the loan of CDN $25,000.(23)                                     
|      |                                                                                                                                                        
|10.62 | Fourth Amendment to Loan Agreement
        dated January 13, 2009 between the Company and Aton Ventures Fund Ltd.(24)                                  
|      |                                                                                                                                                        
|10.63 | Convertible Promissory Note dated January
        13, 2009 between the Company and Aton Ventures Fund Ltd.(24)                                         

45

---

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

Notes:

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

46

---

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

47

---

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 28, 2009            
| |     |                                     
| |     |                                     
| | By: | /s/
      Kurt Bordian              
| |     | KURT BORDIAN                        
| |     | Chief Financial Officer             
| |     | (Principal Financial Officer)       
| |     | Date: September 28, 2009            

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
    DateChairman, Chief Executive Officer and/s/
      Anthony Harvey
    
    Director
    September 28, 2009ANTHONY HARVEY
    
    (Principal Executive Officer)/s/
      Benjamin Ainsworth
    
    President, Treasurer and Director
    September 28, 2009BENJAMIN AINSWORTH/s/ Kurt
      Bordian
    
    Chief Financial Officer
    September 28, 2009KURT BORDIAN
    
    (Principal Financial Officer)/s/ Bryan Wilson
    
    Director
    September 25, 2009BRYAN WILSON/s/
      Andrew Malim
    
    
    September 24, 2009ANDREW MALIM
    
    Director/s/ James Yates
    
    
    September 27, 2009JAMES YATES
    
    Director/s/
      Milton Datsopoulos
    
    
    September 24, 2009MILTON DATSOPOULOS
    
    Director


---