Canyon Copper Corp. - Exhibit 10.77 - Filed by newsfilecorp.com






ESO Uranium Corp. 
Suite 408 – 1199 West Pender St

Vancouver, B.C. 
V6E 2R1 

  Fax: 604.689.3454 

August 5, 2010 

Canyon Copper Corp. 
Suite 408 – 1199 West Pender St

Vancouver, B.C. 
V6E 2R1 

  Fax: 604.684.9365 

Dear Sirs: 

Re: Purchase and Sale Agreement for Lode Mineral Claims
  located in Mineral County, Nevada

This letter sets forth the terms and conditions of our
agreement, subject to approval by the TSX Venture Exchange, whereby ESO Uranium
Corp. (“ESO”) will acquire from Canyon Copper Corp. (“Canyon”) a 100% interest
in and to the Property, subject to the Development Rights and the Royalty (as
defined herein) in accordance with the terms and conditions described below.


	1. 	
      Definitions

	 	 	 	 
	1.1 	
      The following terms as used in this Agreement shall have
      the following meanings:

	 	 	 	 
		(a) 	
      “Approval Date” means the of Exchange acceptance for this
      Agreement;

	 	 	 	 
		(b) 	
      “Development Rights” means the rights retained by Canyon
      under section 3.4 herein;

	 	 	 	 
		(c) 	
      “Exchange” means the TSX Venture Exchange;

	 	 	 	 
		(d) 	
      “Net Smelter Returns” means the gross proceeds received
      by ESO in any year from the sale of Product from the mining operation of
      base and precious metals only on the Property, less:

	 	 	 	 
			(i) 	
      the cost of insurance and transportation of such Product
      to a smelter or other place of treatment, and

	 	 	 	 
			(ii) 	
      smelter and treatment
charges;







2

	 	(e) 	
      “Ore” means any material containing precious or base
      metal minerals only of commercial economic value mined from the
      Property;

	 	 	 
	 	(f) 	
      “Product” means Ore mined from the Property and any
      concentrates or other materials or products derived therefrom;

	 	 	 
	 	(g) 	
      “Property” means a 100% undivided interest in the lode
      mineral claims described in Appendix “A” hereto, subject to the
      Development Rights and the Royalty;

	 	 	 
	 	(h) 	
      “Property Rights” means all licenses, permits, easements,
      rights of way, certificates and other approvals obtained by Canyon, or
      their affiliates, either before or after the date of this Agreement and
      necessary for the exploration and development of the mineral claims which
      comprise the Property for minerals, or for the purpose of placing the
      Property or any portion thereof into production or continuing production
      therefrom; and

	 	 	 
	 	(i) 	
      “Royalty” means the 2% Net Smelter Returns Royalty
      retained by Canyon.




	1.2 	
      All references to currency in this Agreement shall mean
      Canadian dollars unless otherwise stated.

	 	 	 
	2. 	
      Representations and Warranties

	 	 	 
	2.1 	
      ESO hereby represents and warrants to Canyon
  that:

	 	 	 
		(a) 	
      it is a valid and subsisting corporation duly
      incorporated and in good standing under the laws of the Province of
      Alberta;

	 	 	 
		(b) 	
      entering into this Agreement does not and will not
      conflict with, and does not and will not result in a breach of, any of the
      terms of its incorporating documents or any agreement or instrument to
      which ESO is a party;

	 	 	 
		(c) 	
      this Agreement has been authorized by all the necessary
      corporate action on the part of ESO; and

	 	 	 
		(d) 	
      the common shares of ESO are listed for trading on the
      Exchange and it is subject to the rules and policies of the
    Exchange.

	 	 	 
	2.2 	
      Canyon hereby represents and warrants to ESO
  that:

	 	 	 
		(a) 	
      it is the legal and beneficial owner of a 100% interest
      in all of the mineral claims comprising the Property, free and clear of
      all liens, charges, or encumbrances, except those specifically described
      on Appendix A hereto;







3

	 	(b) 	
      the mineral claims, more particularly described in
      Appendix A hereto, which comprise the Property have been duly and validly
      located and recorded pursuant to the mining laws of State of Nevada, and
      are in good standing with respect to all filings, fees, taxes,
      assessments, work commitments or other conditions as of the date hereof
      until the date set opposite the respective names in Appendix A
    hereto;

	 	 	 
	 	(c) 	
      entering into this Agreement does not and will not
      conflict with, and does not and will not result in a breach of, any
      agreement or instrument to which Canyon is a party;

	 	 	 
	 	(d) 	
      Canyon has the due and sufficient right and authority to
      enter into this Agreement and to dispose of its interest in the Property
      in accordance with the terms to this Agreement; and

	 	 	 
	 	(e) 	
      there are no adverse claims or challenges against or to
      the ownership of or title to the Property, nor to the best of the
      knowledge of management of Canyon is there any basis
  therefore.




	3. 	
      Purchase and Sale

	 	 
	3.1 	
      Canyon hereby agrees to sell to ESO a 100% interest in
      and to the Property, subject to the Development Rights and the Royalty, in
      accordance with the terms of this agreement.

	 	 
	3.2 	
      In consideration for the purchase of a 100% interest in
      the Property, the Company shall pay the sum of $10 and other good and
      valuable consideration to Canyon within five business days of the Approval
      Date.

	 	 
	3.3 	
      Canyon shall retain a 2% Net Smelter Returns interest in
      the Property.

	 	 
	3.4 	
      ESO agrees that in the event that Canyon wishes to build
      a mill or other facility for processing of precious or base metal
      materials upon property owned by Canyon that is adjacent to, or in the
      vicinity of, the Property, then ESO shall not object to such activity and
      ESO will fully cooperate with Canyon with respect to such activity (the
      “Development Rights”).

	 	 
	3.5 	
      Canyon agrees to accept the staking of placer claims by
      ESO over these claims and adjacent lode claims for substances that may be
      staked as placer claims in the State of Nevada with the exception of base
      and precious metals.

	 	 
	4. 	
      Transfer of the Property

	 	 
	4.1 	
      Canyon shall, forthwith upon receipt of notice from ESO
      that it has received Exchange acceptance to this Agreement, prepare and
      deliver to ESO documents in registerable form for the transfer to ESO, or a subsidiary corporation, of
      a 100% legal and beneficial interest in mineral claims which comprise the
  Property, duly executed by Canyon.








4

	5. 	
      Termination

	 	 	 
	5.1 	
      This Agreement shall terminate in the event that on or
      before September 30, 2010:

	 	 	 
		(a) 	
      each of Canyon and ESO do not obtain the approval of
      their respective independent directors to this Agreement; and

	 	 	 
		(b) 	
      ESO does not obtain Exchange acceptance to this
      Agreement.

	 	 	 
	6. 	
      Miscellaneous

	 	 	 
	6.1 	
      This Agreement shall be governed by and interpreted in
      accordance with the laws of the Province of British Columbia.

	 	 	 
	6.2 	
      Each notice, demand or other communication required or
      permitted to be given shall be in writing and shall be sent by prepaid
      registered mail or deposited in a post office in Canada addressed to the
      party entitled to receive the same, or delivered, or sent via email or
      facsimile to such party at the address of such party as indicated on page
      one of this Agreement.

	 	 	 
		
      Each party may at any time or from time to time notify
      the other parties in writing of a change in address and the new address
      which notice shall be given to it thereafter until further
  change.

	 	 	 
	6.3 	
      This agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 	 
	6.4 	
      In the event that there is any dispute regarding this
      agreement, the parties agree that such matters shall be settled by
      arbitration to be conducted at Vancouver B. C. pursuant to the provisions
      of the Commercial Arbitration Act (British Columbia) and the ruling
      of such arbitration panel shall be conclusive and binding upon the parties
      hereto, and the parties hereto agree to abide by the terms and conditions
      as the arbitrators appointed pursuant to the provisions of the
      Commercial Arbitration Act (British Columbia) shall have
      determined.

	 	 	 
	6.5 	
      Time is of the essence of this Agreement.

	 	 	 
	6.6 	
      This Agreement supercedes any other agreements or
      arrangements, whether oral or written, existing between the parties in
      respect to the Property.








5

	6.7 	
      ESO and Canyon agree to be responsible for their own
      respective legal expenses relating to this agreement and the negotiation
      and preparation of this agreement.

	 	 
	6.8 	
      This Agreement may be executed in counterparts and
      facsimile signatures shall be acceptable.

	 	 
	6.9 	
      Each of the parties acknowledge and agree that no finders
      fees shall be payable with respect to this
transaction.



If the above terms and conditions accurately record your
understanding of our agreement, please so acknowledge by signing a copy of this
agreement in the space provided and returning the same to us at your earliest
convenience. 

Upon your execution thereof, this Agreement will constitute a
legal and binding agreement subject to its terms. 

ESO Uranium Corp. 

Per:      /s/ Jonathan
George

            
President 


The foregoing is hereby confirmed, acknowledged and accepted
this 5th day of August, 2010. 

Canyon Copper Corp. 

Per:      /s/ Bryan
Wilson 
            
Independent Director 





APPENDIX “A”

to the Agreement between ESO Uranium Corp. and Canyon Copper
Corp. 

	 
	PROPERTY DESCRIPTION 
	 


The Property consists of the following lode mineral claims
located in the Mineral County, Nevada: 

	Claim Name 	       
           BLM Serial Number 
	 	  
	CU 200-207 	NMC918191-NMC918198 
	CU 209,211,213 	NMC918200,918202,918204 
	CU 580,582,584 	NMC918324,918325,918326 
	CU 592, 594, 596 	NMC918330-918332
    
	CU 725-732 	NMC923984-923991 
	CU 775-782 	NMC924034-924041
    
	CU 825-830 	NMC924084-924089 
	Total: 58 claims 	 
  


There are no claims or encumbrances applicable to the Property.