Canyon Copper Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






LOAN AGREEMENT 

THIS AGREEMENT dated as of the 22nd day of
November, 2010. 

BETWEEN: 

CANYON COPPER CORP.,
of
1199 West Pender Street, Suite 408 
Vancouver, BC, Canada V6E 2R1 

(the "Borrower") 

OF THE FIRST PART 

AND: 

ANTHONY HARVEY,
of
3024 Procter Avenue 
West Vancouver, BC, Canada V7V 1G1 

(the "Lender") 

OF THE SECOND PART 

WHEREAS: 

	 	A. 	
      The Borrower has requested that the Lender lend $75,000
      (CDN) to the Borrower; and

	 	B. 	
      The Lender has agreed to lend such sum to the Borrower
      subject to the terms and upon the conditions hereinafter set
  forth.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the sum of $10.00 paid by each party to the other (the receipt
of which is hereby acknowledged), and other good and valuable consideration, the
parties hereto mutually covenant and agree as follows: 

	1. 	
      INTERPRETATION

	 	 	 
	1.1 	
      Definitions. Where used herein or in any amendment
      hereto each of the following words and phrases shall have the meanings set
      forth as follows:

	 	 	 
		(a) 	
      "Agreement" means this Loan Agreement including the
      Schedules hereto together with any amendments hereof;

	 	 	 
		(b) 	
      "Closing Date" means November 22, 2010;

	 	 	 
		(c) 	
      "Event of Default" means any event set forth in paragraph
      6.1;

	 	 	 
		(d) 	
      "Loan" means the loan of to be made by the Lender to the
      Borrower in accordance with this Agreement;

	 	 	 
		(e) 	
      “Maturity” means May 22, 2012; and

	 	 	 
		(f) 	
      "Principal Sum" means the sum of $75,000
  (CDN).








	1.2 	
      Number and Gender. Wherever the singular or the
      masculine are used herein the same shall be deemed to include the plural
      or the feminine or the body politic or corporate where the context or the
      parties so require.

	 	 
	1.3 	
      Headings. The headings to the articles,
      paragraphs, subparagraphs or clauses of this Agreement are inserted for
      convenience only and shall not affect the construction hereof.

	 	 
	1.4 	
      References. Unless otherwise stated a reference
      herein to a numbered or lettered article, paragraph, subparagraph or
      clause refers to the article, paragraph, subparagraph or clause bearing
      that number or letter in this Agreement. A reference to this Agreement or
      herein means this Loan Agreement, including the Schedule hereto, together
      with any amendments thereof.

	 	 
	2. 	
      TERMS OF LOAN

	 	 
	2.1 	
      Loan and Repayment. The Lender hereby agrees to
      lend to the Borrower the Principal Sum of $75,000 (CDN). The Loan shall be
      made in Canadian currency and shall be repaid by the Borrower on or
      before May 22, 2012.

	 	 
	2.2 	
      Interest. The Borrower shall pay on the amount of
      the Principal Sum, interest at a rate of 15% per annum, payable annually,
      on Maturity. The Borrower shall pay interest at the aforesaid rate on all
      overdue interest.

	 	 
	2.3 	
      Advances. The Principal Sum shall be advanced by
      the lender on execution of this Agreement, in the form of certified
      cheque, bank draft or wire transfer.

	 	 
	2.4 	
      Pre-Payment. The Borrower may pre-pay all or any
      portion of the loan at any time.

	 	 
	3. 	
      PROMISSORY NOTE, EXTENSIONS &
    WAIVER

	 	 
	3.1 	
      Loan. To evidence the Loan, the Borrower agrees to
      enter into a promissory note in the form attached hereto as Schedule
      “A”.

	 	 
	3.2 	
      Extensions. The Lender may grant extensions as the
      Lender may see fit without prejudice to the liability of the Borrower or
      to the Lender's rights under this Agreement or under the Promissory
      Note.

	 	 
	3.3 	
      Waiver. The Lender may waive any breach by the
      Borrower of this Agreement or of any default by the Borrower in the
      observance or performance of any covenant or condition required to be
      observed or performed by the Borrower hereunder or under the Promissory
      Note. No failure or delay on the part of the Lender to exercise any right,
      power or remedy given herein or by statute or at law or in equity or
      otherwise shall operate as a waiver thereof, nor shall any single or
      partial exercise of any right preclude any other exercise thereof or the
      exercise of any other right, power or remedy, nor shall any waiver by the
      Lender be deemed to be a waiver of any subsequent similar or other
      event.



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	4. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	4.1 	
      Representations of the Borrower. The Borrower
      represents and warrants to the Lender, and acknowledges that the Lender is
      relying upon such representations and warranties in entering into this
      Agreement, as follows:

	 	 	 
		(a) 	
      the Borrower has the capacity to enter into this
      Agreement, and the execution of this Agreement and the completion of the
      transactions contemplated hereby shall not be in violation any agreement
      to which the Borrower is a party; and

	 	 	 
		(b) 	
      the Promissory Note has been duly executed by the
      Borrower and is enforceable against the Borrower in accordance with its
      terms.

	 	 	 
	5. 	
      CLOSING ARRANGEMENTS

	 	 	 
	5.1 	
      Conditions Precedent. The Lender's obligation to
      advance the Principal Sum to the Borrower shall be subject to the
      satisfaction of the following conditions:

	 	 	 
		(a) 	
      the representations and warranties of the Borrower shall
      be true as of the date hereof and as of the Closing Date; and

	 	 	 
		(b) 	
      the Borrower shall have complied with all of its
      obligations hereunder; and

	 	 	 
			
      The foregoing conditions precedent are inserted for the
      benefit of the Lender and may be waived in whole or in part by the Lender
      at any time prior to closing by delivering to the Borrower written notice
      to that effect.

	 	 	 
	5.2 	
      Time of Closing. The closing of the Loan shall
      take place on execution of this Loan Agreement.

	 	 	 
	5.3 	
      Deliveries by the Lender. On the Closing Date, the
      Lender shall deliver or cause to be delivered to the Borrower a certified
      cheque, bank draft or solicitors' trust cheque for the Principal
    Sum.

	 	 	 
	6. 	
      EVENTS OF DEFAULT AND REMEDIES

	 	 	 
	6.1 	
      Events of Default. Any one or more of the
      following events, whether or not any such event shall be voluntary or
      involuntary or be effected by operation of law or pursuant to or in
      compliance with any judgment, decree or order of any court or any order,
      rule or regulation of any administrative or governmental body, shall
      constitute an Event of Default:

	 	 	 
		(a) 	
      if the Borrower defaults in the payment of any monies due
      hereunder as and when the same is due;

	 	 	 
		(b) 	
      if the Borrower defaults in the observance or performance
      of any other provision hereof;



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	 	(c) 	
      if the Borrower commits an act of bankruptcy or makes a
      general assignment for the benefit of its creditors or otherwise
      acknowledges its insolvency; or

	 	 	 
	 	(d) 	
      if the Borrower makes default in the due payment,
      performance or observance, in whole or in part, of any debt, liability or
      obligation of the Borrower to the Lender, whether secured hereby or
      otherwise.




	6.2 	
      Remedies Upon Default. Upon the occurrence of any
      Event of Default and at any time thereafter, provided that the Borrower
      has not by then remedied such Event of Default, the Lender may, in its
      discretion, by notice to the Borrower, declare this Agreement to be in
      default. At any time thereafter, while the Borrower shall not have
      remedied such Event of Default, the Lender, in its discretion,
  may:

	 	 	 
		(a) 	
      declare the Loan and other monies owing by the Borrower
      to the Lender to be immediately due and payable; and

	 	 	 
		(b) 	
      demand payment from the Borrower and exercise all
      remedies available to the Lender.

	 	 	 
	7. 	
      MISCELLANEOUS

	 	 	 
	7.1 	
      Notices. Any notice required or permitted to be
      given under this Agreement or the Promissory Note shall be in writing and
      may be given by delivering same or mailing same by registered mail or
      sending same by telegram, telex, telecopier or other similar form of
      communication to the following addresses:




	 	The Borrower: 	1199 West Pender Street, Suite
      408 
	 	  	Vancouver, BC V6E 2R1 
	 	  	 
	 	The Lender: 	3024 Procter Avenue 
	 	  	West Vancouver, BC, Canada V7V
      1G1 


Any notice so given shall: 

	 	(a) 	
      if delivered, be deemed to have been given at the time of
      delivery;

	 	 	 
	 	(b) 	
      if mailed by registered mail, be deemed to have been
      given on the fourth business day after and excluding the day on which it
      was so mailed, but should there be, at the time of mailing or between the
      time of mailing and the deemed receipt of the notice, a mail strike,
      slowdown or other labour dispute which might affect the delivery of such
      notice by the mails, then such notice shall be only effective if actually
      delivered; and

	 	 	 
	 	(c) 	
      if sent by telegraph, telex, telecopier or other similar
      form of communication, be deemed to have been given or made on the first
      business day following the day on which it was
sent.



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      Any party may give written notice of a change of address
      in the aforesaid manner, in which event such notice shall thereafter be
      given to such party as above provided at such changed address.

	 	 
	7.2 	
      Amendments. Neither this Agreement nor any
      provision hereof may be amended, waived, discharged or terminated orally,
      but only by an instrument in writing signed by the party against whom
      enforcement of the amendment, waiver, discharge or termination is
      sought.

	 	 
	7.3 	
      Entire Agreement. This Agreement embodies the
      entire agreement and understanding between the parties hereto and
      supersedes all prior agreements and undertakings, whether oral or written,
      pertaining to the subject matter hereof.

	 	 
	7.4 	
      Action on Business Day. If the date upon which any
      act or payment hereunder is required to be done or made falls on a day
      which is not a business day, then such act or payment shall be performed
      or made on the first business day next following.

	 	 
	7.5 	
      No Merger of Judgment. The taking of a judgment on
      any covenant contained herein or on any covenant set forth in any other
      security for payment of any indebtedness hereunder or performance of the
      obligations hereby secured shall not operate as a merger of any such
      covenant or affect the Lender's right to interest at the rate and times
      provided in this Agreement on any money owing to the Lender under any
      covenant herein or therein set forth and such judgment shall provide that
      interest thereon shall be calculated at the same rate and in the same
      manner as herein provided until such judgment is fully paid and
      satisfied.

	 	 
	7.6 	
      Severability. If any one or more of the provisions
      of this Agreement should be invalid, illegal or unenforceable in any
      respect in any jurisdiction, the validity, legality or enforceability of
      such provision shall not in any way be affected or impaired thereby in any
      other jurisdiction and the validity, legality and enforceability of the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.

	 	 
	7.7 	
      Successors and Assigns. This Agreement shall enure
      to the benefit of and be binding upon all parties hereto and their
      respective heirs, personal representatives, successors and assigns, as the
      case may be.

	 	 
	7.8 	
      Governing Law. This Agreement shall be governed by
      and be construed in accordance with the laws of the State of Nevada and
      the parties hereto agree to submit to the jurisdiction of the courts of
      Nevada with respect to any legal proceedings arising herefrom.

	 	 
	7.9 	
      Independent Legal Advice. This Agreement has been
      prepared by O’Neill Law Group PLLC acting solely on behalf of the Borrower
      and the Lender acknowledges that it has been advised to obtain independent
      legal advice.

	 	 
	7.10 	
      Time. Time is of the essence of this
    Agreement.



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	7.11 	
      Headings. The headings of the paragraphs of this
      Agreement are inserted for convenience only and do not define, limit,
      enlarge or alter the meanings of any paragraph or clause herein.

	 	 
	7.12 	
      Counterparts. This agreement may be executed in
      one or more counter-parts, each of which so executed shall constitute an
      original and all of which together shall constitute one and the same
      agreement.



IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year 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/ Arlin
      McNeil 	 	/s/ Anthony Harvey 
	Signature 	 	ANTHONY HARVEY 
	 	 	 
	Arlin McNeil	 	  
	Name 	 	  
	 	 	 
	408 – 1199 West Pender Street	 	  
	Address 	 	  
	 	 	 
	Vancouver, BC V6E 2R1	 	  


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SCHEDULE “A” 

PROMISSORY NOTE 

	EXECUTED BY: 	CANYON COPPER CORP. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	ANTHONY R. HARVEY 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$75,000 (CDN) 
	 	 
	DATE OF EXECUTION: 	November 22, 2010 
	 	 
	PLACE OF EXECUTION: 	Vancouver, British Columbia
  


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on May 22, 2012, the principal sum of $75,000
(CDN), 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 22nd day of
November, 2010. 

CANYON COPPER CORP. 
by its authorized signatory:


________________________________ 

  KURT BORDIAN 

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