Filed by sedaredgar.com - Canyon Copper Corp. - Exhibit 10.5






FIRST AMENDMENT TO LOAN AGREEMENT 

This First Amendment to the Loan Agreement dated April 1, 2008
(the “Loan Agreement”) between Anthony Harvey (the “Lender”) and
Canyon Copper Corp. (the “Borrower”) is made and entered into effective
as of the 13th day of January, 2009 (the "Effective Date"), between the Borrower
and the Lender. 

WHEREAS: 

A.          
The Borrower and the Lender entered into the Loan Agreement whereby the Lender
agreed to loan $25,000 (U.S.) to the Borrower (the “Loan”). 

B.          
The Lender has agreed to extend the term of the Loan to January 1, 2010 on the
terms and conditions set out herein. 

NOW, THEREFORE, in consideration of the premises
contained herein and the sum of $10.00 paid by the Borrower to the Lender, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the terms of the Loan Agreement as follows: 

	1. 	
      Definitions. Capitalized terms used in this
      Agreement shall have the same meaning as specified in the Loan Agreement
      unless the context clearly indicates the contrary.

	 	 	 
	2. 	
      Amendment. The Loan Agreement is hereby amended as
      follows:

	 	 	 
		(i) 	
      The term “Maturity” is replaced in its entirety with the
      following:

	 	 	 
			
      “Maturity” means January 1, 2010;

	 	 	 
		(ii) 	
      Section 2.1 of the Loan Agreement is replaced in its
      entirety with the following:



“2.1         
 Loan and Repayment. The Lender hereby agrees to lend to the
Borrower the Principal Sum of $25,000 (U.S.). The Loan shall be made in United
States currency and shall be repaid by the Borrower on or before January 1,
2010.” 

	 	(iii) 	
      The Promissory Note evidencing the Loan Agreement is
      hereby replaced in its entirety with the Promissory Note attached hereto
      as Schedule “A” to this Agreement.




	3. 	
      No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Assignment Agreement remain
      unchanged and in full force and effect, except as modified by this
      Agreement.

	 	 
	4. 	
      Counterparts. This Agreement may be executed in
      two or more counterparts, each of which shall constitute an original, but
      all of which, when taken together, shall constitute but one instrument,
      and shall become effective when one or more counterparts have been signed
      by each party hereto and delivered to the other parties.

	 	 
	5. 	
      Successors and Assigns. Except as otherwise
      expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and administrators of the parties hereto.







2

	6. 	
      Entire Agreement. This Agreement constitutes the
      full and entire understanding and agreement between the parties with
      regard to the subject hereof.



IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above. 

THE BORROWER:

CANYON COPPER CORP. 
by its authorized signatory:



/s/ Kurt Bordian

________________________________ 
Kurt Bordian 

THE LENDER:

	SIGNED, SEALED AND DELIVERED 	 	  
	BY ANTHONY HARVEY 	 	  
	in the presence of: 	 	  
	  	 	  
	  	 	  
	/s/ James E.
      Yates 	 	/s/
      Anthony Harvey 
	Signature 	 	ANTHONY HARVEY 
	  	 	  
	James E. Yates 	 	  
	Name 	 	  
	  	 	  
	371 Newdale Crt	 	  
	Address 	 	  
	  	 	  
	North Vancouver,
    BC	 	  







Schedule “A” 

Promissory Note 




PROMISSORY NOTE 

	EXECUTED BY: 	CANYON COPPER CORP. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	ANTHONY R. HARVEY 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	USD $25,000 
	 	 
	DATE OF EXECUTION: 	January 13, 2009 
	 	 
	PLACE OF EXECUTION: 	Vancouver, British Columbia
  


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on January 1, 2010, the principal sum of USD
$25,000, together with interest thereon at the rate of 15% per annum, calculated
and compounded annually, both before and after maturity from the date hereof.


The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note. 

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him. 

DATED at Vancouver, British Columbia this 13th day of January,
2009. 

CANYON COPPER CORP. 
by its authorized signatory:



________________________________ 
KURT BORDIAN