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Otcbb: Cnyc

Engagement Agreement

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 This Engagement Agreement involves

CANYON COPPER CORP. | Canyon Copper Corp | MGI Securities Inc

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Title: OTCBB: CNYC
Date: 1/31/2011
Industry: Metal Mining     Sector: Basic Materials

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OTCBB: CNYC

Canyon Copper Corp. Announces
Brokered Private Placement Offering of Units

VANCOUVER, BRITISH COLUMBIA – (January 27, 2011) – Canyon Copper Corp. (“Canyon”) (OTCBB: CNYC) is pleased to announce it has entered into an engagement letter with MGI Securities Inc. (“MGI”) whereby MGI has agreed to act as the agent for a private placement offering of 4,285,714 units (“Units”) at a price of CDN $0.35 per Unit (the “Offering Price”) for gross proceeds of up to CDN $1,500,000 (the “Brokered Offering”). Each Unit will consist of one share of Canyon's common stock and one-half share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of Canyon's common stock at a price of CDN $0.50 per share for a period of eighteen months from the date of issuance of the Units. Canyon will also have the right to accelerate the expiry date of the warrants if the trading price of Canyon's common stock has been equal to or greater than the weighted average price of CDN $0.60 for ten consecutive trading days.

Canyon has agreed to grant MGI an over-allotment option to purchase up to 2,857,142 Units at the Offering Price for gross proceeds of CDN $1,000,000 within ten business days of closing of the Brokered Offering.

In consideration of MGI acting as agent, Canyon has agreed to pay a cash commission to MGI equal to 6% of the gross proceeds of the Brokered Offering and the Over-Allotment Option and issue to MGI a non-transferable option entitling MGI to purchase up to 6% of the Units sold under the Brokered Offering and the Over-Allotment Option at the Offering Price for a period of 18 months from completion of the Liquidity Event (defined below) or such other transaction which will result in the shares of Canyon, or a successor corporation, being freely tradable on a recognized Canadian stock exchange.

The Brokered Offering and the Over-Allotment Option will be completed pursuant to Regulation S of the United States Securities Act of 1933 and Canadian National Instrument 45-106 – Prospectus and Registration Exemptions .

The proceeds of the offering will be used for work on Canyon’s New York Canyon property, working capital and general expenses. There is no assurance that the offering or any part of it will be completed.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of Canyon’s securities in the United States. The securities have not been regist


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