UNITED STATESSECURITIES ~~STATES SECURITIES~~ AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~September 3130, 2012

[ ] 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	88-0454792
(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)

(604) 331-9326 (Registrant's telephone number, including area code)

N/A (Former name, former address and ~~former~~ former fiscal year, if changed since last report)

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. [X] ~~Yes~~ Yes [ ] 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. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

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 Exchange Act): [ ] Yes [X] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of ~~May~~October 831, 2012, the Registrant had 68,696,934 shares of common stock, par value of $0.00001 per share, issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three ~~and nine~~ month ~~periods~~period ended ~~March~~September 3130, 2012 are ~~not~~ not necessarily indicative of the results that can be expected for the year ~~ending~~ ending June 30, ~~2012~~2013.

As used in this Quarterly Report, the terms "we,” "us,” "our,” and “Canyon Copper” mean Canyon Copper Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

~~CANYON COPPER CORP. (An Exploration Stage Company) March 31, 2012 (Expressed in U.S. dollars) (unaudited)~~ 1

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

CANYON COPPER CORP.
(An Exploration Stage Company)
September 30, 2012
(Expressed in U.S. dollars)
(unaudited)

CANYON COPPER CORP. (An Exploration Stage Company) Balance Sheets (Expressed in U.S. dollars)

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

	March 31,		June 30,
	2012		2011
	$		$
	(unaudited)
ASSETS
Current Assets
Cash	893,983		1,226,964
Prepaid expenses and deposits	42,581		43,691
Total Current Assets	936,564		1,270,655
Deferred financing costs	–		60,965
Total Assets	936,564		1,331,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	127,535		188,837
Due to related parties (Note 4)	760,542		591,428
Derivative liabilities (Note 5)	9,143		–
Total Current Liabilities	897,220		780,265
Due to related parties (Note 4)	–		77,784
Derivative liabilities (Note 5)	–		389,826
Total Liabilities	897,220		1,247,875
Nature of Operations and Continuance of Business (Note 1)
Contingent Liability (Note 10)
Stockholders’ Equity
Preferred stock Authorized: 100,000,000 shares, par value $0.00001 Issued and outstanding: nil shares (June 30, 2011 – 500,000 shares)	–		5
Common stock Authorized: 131,666,666 shares, par value $0.00001 Issued and outstanding: 68,696,934 shares (June 30, 2011 – 65,375,721 shares)	687		654
Additional paid-in capital	22,279,275		21,620,854
Common stock subscribed	–		300,000
Deficit accumulated during the exploration stage	(22,240,618	)	(21,837,768	)
Total Stockholders’ Equity	39,344		83,745
Total Liabilities and Stockholders’ Equity	936,564		1,331,620

CANYON COPPER CORP.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. dollars)

(The accompanying notes are an integral part of these financial statements)

	September 30,		June 30,
	2012		2012
	$		$
	(unaudited)
ASSETS

Current Assets

Cash	405,441		718,907
Prepaid expenses and deposits	23,531		53,613
Total Assets	428,972		772,520

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities	120,765		136,134
Due to related parties (Note 4)	645,157		586,426
Derivative liabilities (Note 5)	510		8,407
Total Current Liabilities	766,432		730,967

Due to related parties (Note 4)	202,486		197,204

Total Liabilities	968,918		928,171

Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 3)

Stockholders’ Deficit

Preferred stock Authorized: 100,000,000 shares, par value $0.00001 Issued and outstanding: nil shares	–		–

Common stock Authorized: 131,666,666 shares, par value $0.00001 Issued and outstanding: 68,696,934 shares	687		687

Additional paid-in capital	22,279,275		22,279,275

Deficit accumulated during the exploration stage	(22,819,908	)	(22,435,613	)

Total Stockholders’ Deficit	(539,946	)	(155,651	)

Total Liabilities and Stockholders’ Deficit	428,972		772,520

~~F-1~~(The accompanying notes are an integral part of these financial statements)

~~CANYON COPPER CORP. (An Exploration Stage Company) Statements of Operations (Expressed in U.S. dollars) (unaudited)~~ F-1

									Accumulated
									From
	Three Months		Three Months		Nine Months		Nine Months		January 21, 2000
	Ended		Ended		Ended		Ended		(date of inception)
	March 31,		March 31,		March 31,		March 31,		to March 31,
	2012		2011		2012		2011		2012
	$		$		$		$		$
Revenue	–		–		–		–		–
Operating Expenses
Depreciation	–		–		–		–		5,540
Foreign exchange loss (gain)	(3,423	)	19,989		62,022		45,454		78,591
General and administrative (Note 4)	192,575		133,738		547,285		311,149		10,412,050
Impairment of mineral property costs	–		–		–		–		2,759,130
Impairment of property and equipment	–		–		–		–		10,811
Mineral exploration costs (recoveries)	102,545		18,878		427,488		261,143		5,758,355
Total Operating Expenses	291,697		172,605		1,036,795		617,746		19,024,477
Operating Loss	(291,697	)	(172,605	)	(1,036,795	)	(617,746	)	(19,024,477	)
Other Income (Expense)
Accretion of discounts on convertible debt	–		–		–		–		(799,963	)
Debt conversion expense	–		–		–		–		(2,010,076	)
Gain on change in fair values of derivative liabilities	56,412		–		656,531		–		1,096,270
Loss on settlement of related party debt	–		–		–		–		(2,871	)
Gain on write-off of accounts payable	–		–		–		–		3,020
Impairment of investment securities	–		–		–		–		(459,817	)
Interest expense	(7,475	)	(6,887	)	(22,586	)	(9,823	)	(378,820	)
Loss on extinguishment of debt	–		–		–		–		(252,454	)
Loss on sale of investment securities	–		–		–		–		(411,430	)
Total Other Income (Expense)	48,937		(6,887	)	633,945		(9,823	)	(3,216,141	)
Net Loss	(242,760	)	(179,492	)	(402,850	)	(627,569	)	(22,240,618	)
Net Loss Per Share, Basic and Diluted	–		–		(0.01	)	(0.01	)
Weighted Average Shares Outstanding	68,588,143		61,928,359		68,332,970		61,928,359

CANYON COPPER CORP.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)

(The accompanying notes are an integral part of these financial statements)

					Accumulated from
	Three Months		Three Months		January 21, 2000
	Ended		Ended		(date of inception)
	September 30,		September 30,		to September 30,
	2012		2011		2012
	$		$		$
Revenue	–		–		–

Operating Expenses

Depreciation	–		–		5,540
Foreign exchange loss	9,801		77,627		85,568
General and administrative (Note 4)	152,928		195,488		10,731,006
Impairment of mineral property costs	–		–		2,759,130
Impairment of property and equipment	–		–		10,811
Mineral exploration costs	221,875		290,760		6,030,767

Total Operating Expenses	384,604		563,875		19,622,822

Operating Loss	(384,604	)	(563,875	)	(19,622,822	)

Other Income (Expense)

Accretion of discounts on convertible debt	–		–		(799,963	)
Debt conversion expense	–		–		(2,010,076	)
Gain on change in fair values of derivative liabilities	7,897		266,575		1,104,903
Loss on settlement of related party debt	–		–		(2,871	)
Impairment of investment securities	–		–		(459,817	)
Interest expense	(7,588	)	(7,676	)	(393,831	)
Loss on extinguishment of debt	–		–		(252,454	)
Loss on sale of investment securities	–		–		(411,430	)
Write-off of accounts payable	–		–		28,453

Total Other Income (Expense)	309		258,899		(3,197,086	)

Net Loss	(384,295	)	(304,976	)	(22,819,908	)

Net Loss Per Share, Basic and Diluted	(0.01	)	–

Weighted Average Shares Outstanding	68,696,934		68,016,607

~~F-2~~(The accompanying notes are an integral part of these financial statements)

~~CANYON COPPER CORP. An Exploration Stage Company) Statements of Cash Flows (Expressed in U.S. dollars) (unaudited)~~ F-2

	Nine Months		Nine Months
	Ended		Ended
	March 31,		March 31,
	2012		2011
	$		$
Operating Activities
Net loss	(402,850	)	(627,569	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange translation loss on debt	(5,827	)	4,729
Gain on change in fair value of derivative liabilities	(656,531	)	–
Shares issued for mineral property	48,750		–
Changes in operating assets and liabilities:
Prepaid expenses and deposits	1,110		(74,108	)
Accounts payable and accrued liabilities	(61,302	)	135,921
Due to related parties	97,157		119,070
Net Cash Used in Operating Activities	(979,493	)	(441,957	)
Financing Activities
Advances from related parties	–		199,640
Proceeds from issuance of common stock	801,502		–
Stock issuance costs	(139,990	)	–
Repurchase of preferred stock	(15,000	)	–
Net Cash Provided by Financing Activities	646,512		199,640
Decrease in Cash	(332,981	)	(242,317	)
Cash, Beginning of Period	1,226,964		252,918
Cash, End of Period	893,983		10,601
Non-cash Investing and Financing Activities:
Common stock issued pursuant to a mineral property option agreement	48,750		–
Supplemental Disclosures:
Interest paid	–		–
Income taxes paid	–		–

CANYON COPPER CORP.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)

(The accompanying notes are an integral part of these financial statements)

	Three Months		Three Months
	Ended		Ended
	September 30,		September 30,
	2012		2011
	$		$
Operating Activities

Net loss	(384,295	)	(304,976	)

Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange translation loss (gain) on debt	6,559		(12,276	)
Gain on change in fair value of derivative liabilities	(7,897	)	(266,575	)

Changes in operating assets and liabilities:
Prepaid expenses and deposits	30,082		65,664
Accounts payable and accrued liabilities	(15,369	)	(3,276	)
Due to related parties	57,454		4,372

Net Cash Used in Operating Activities	(313,466	)	(517,067	)

Financing Activities

Proceeds from share subscriptions and issuance of common stock	–		801,503
Stock issuance costs	–		(200,956	)

Net Cash Provided by Financing Activities	–		600,547

Increase (Decrease) in Cash	(313,466	)	83,480

Cash, Beginning of Period	718,907		1,226,964

Cash, End of Period	405,441		1,310,444

Supplemental Disclosures:

Interest paid	–		–
Income taxes paid	–		–

~~F-3~~(The accompanying notes are an integral part of these financial statements)

~~CANYON COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements March 31, 2012 (Expressed in U.S. dollars) (unaudited)~~ F-3

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. 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 debt or equity financing and/or attain profitable mining operations. As at March 31, 2012, the Company has not generated any revenue and has accumulated losses of $22,240,618 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 March 31, 2012, the Company had cash of $893,983 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 $1,225,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months. 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)	Basis of Presentation
		These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is June 30.
	(b)	Interim Financial Statements
		The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2011, included in the Company’s Annual Report on Form 10- K filed on September 28, 2011 with the SEC.
		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the option of management, are necessary to present fairly the Company’s financial position at March 31, 2012, and the results of its operations and cash flows for the nine months ended March 31, 2012. The results of operations for the three months and nine months ended March 31, 2012, are not necessarily indicative of the results to be expected for future quarters or the full year.

CANYON COPPER CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2012
(Expressed in U.S. dollars)
(unaudited)

F-4

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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. 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 debt or equity financing and/or attain profitable mining operations. As at September 30, 2012, the Company has not generated any revenue, has a working capital deficiency of $337,460, and has accumulated losses of $22,819,908 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 and the Moonlight Property in Plumas County, California. 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 September 30, 2012, the Company had cash of $405,441 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 $1,134,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months. 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)	Basis of Presentation

		These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars.

	(b)	Interim Financial Statements

		The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2012, included in the Company’s Annual Report on Form 10- K filed on September 28, 2012 with the SEC.

		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the option of management, are necessary to present fairly the Company’s financial position at September 30, 2012, and the results of its operations and cash flows for the three months ended September 30, 2012. The results of operations for the three months ended September 30, 2012, are not necessarily indicative of the results to be expected for future quarters or the full year.

~~CANYON COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements March 31, 2012 (Expressed in U.S. dollars) (unaudited)~~ F-4

2.	Summary of Significant Accounting Policies (continued)
	(c)	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. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, derivative liabilities, stock-based compensation, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes 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 the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	(d)	Comprehensive Loss
		ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at March 31, 2012 and 2011, the Company had no items that represent comprehensive income or loss.
	(e)	Recent Accounting Pronouncements
		The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.	Mineral Properties
	On November 25, 2011, the Company entered into an Assignment Agreement with Metamin Enterprises Inc., a company controlled by the President of the Company (the “Assignor”), to acquire the Assignor’s interest in an Option Agreement between the Assignor and Metamin Enterprises USA Inc. (the “Optionor”), a wholly-owned subsidiary of the Assignor, in respect of certain mineral claims, known as the Moonlight property, located in Plumas County, California. On January 19, 2012, the Company closed the Assignment Agreement with the Assignor and Optionor. In consideration for the assignment, the Company is required to make the following payments to the Assignor:

CANYON COPPER CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2012
(Expressed in U.S. dollars)
(unaudited)

	(a)	Cash payments:
2.	Summary of Significant Accounting Policies (continued)
		(i)	$15,000 on the TSX Venture Exchange acceptance date (paid);
	(c)	Use of Estimates
		(ii)	$25,000 on or before February 18, 2012 (paid);
		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. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, fair values of derivative liabilities, stock-based compensation, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes 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 the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
		(iii)	$25,000 on or before February 18, 2013; and
	(d)	Comprehensive Loss
		(iv)	An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.
		ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at September 30, 2012 and 2011, the Company had no items that represent comprehensive income or loss.
	(e)	Recent Accounting Pronouncements
		The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.	Mineral Properties
	(a)	On July 21, 2004, the Company entered into a fifteen-year renewable lease agreement, which gives the Company the right of exploration for and production of minerals in eighteen mineral claims owned by the lessor. The mineral claims are located within the area of the Company’s New York Canyon Copper Project. Under the terms of the agreement, the Company must make cash payments of $25,000 on execution of the agreement (paid). On the first anniversary of the execution of the agreement, the Company must make payments to the lessor of $1,000 per month, $2,000 per month after the second anniversary and $3,000 per month after the third anniversary for as long as the lease is in effect. In addition, at six and twenty-four months after the execution of the agreement, the Company will give the lessor, respectively, 10,000 shares (issued at a fair value of $3,500 in fiscal 2005) and 15,000 shares (issued at a fair value of $7,950 in fiscal 2007) of the Company’s common stock. This agreement is subject to a Net Smelter Interest payable to two parties (1.75% Net Smelter Royalty (“NSR”) + 0.5% NSR). The 1.75% is terminated upon payments of $2,000,000; then the second party will retain 1.5% NSR which will revert to 0.5% after an additional $2,000,000 is paid.
	(b)	On November 25, 2011, the Company entered into an Assignment Agreement with Metamin Enterprises Inc., a company controlled by the President of the Company, (the “Assignor”), to acquire the Assignor’s interest in an Option Agreement between the Assignor and Metamin Enterprises USA Inc. (the “Optionor”), a wholly-owned subsidiary of the Assignor, in respect of certain mineral claims, known as the Moonlight property, located in Plumas County, California. On January 19, 2012, the Company closed the Assignment Agreement with the Assignor and Optionor. In consideration for the assignment, the Company is required to make the following payments to the Assignor:
		(i)	Cash payments:
				$15,000 on the TSX Venture Exchange acceptance date (paid);
				$25,000 on or before February 18, 2012 (paid);
				$25,000 on or before February 18, 2013; and
				An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.
		(ii)	Share payments:
				75,000 shares of common stock on the TSX Venture Exchange acceptance date (issued);
				75,000 shares of common stock on or before February 18, 2012 (issued);
				150,000 shares of common stock on or before February 18, 2013; and
				200,000 shares of common stock on or before February 18, 2014.

(b)	Share payments:
	(i)	75,000 shares of common stock on the TSX Venture Exchange acceptance date (issued);
	(ii)	75,000 shares of common stock on or before February 18, 2012 (issued);
	(iii)	150,000 shares of common stock on or before February 18, 2013; and
	(iv)	200,000 shares of common stock on or before February 18, 2014.

F-5

InCANYON ~~addition,~~COPPER ~~the~~CORP.(An Exploration Stage Company)Notes ~~agreed~~ to ~~reimburse~~ the ~~Assignor~~Financial ~~for~~StatementsSeptember ~~annual maintenance and exploration expenses previously incurred on the property~~30, ~~which amount cannot exceed $200,000. The~~ ~~Assignor~~2012(Expressed ~~will~~in ~~retain a 1% net smelter return on metals extracted from the property, which can be repurchased for $1,000,000, and a gross overriding royalty of 2~~U.~~5% on receipts from the sale of industrial minerals~~S. dollars)(unaudited)

F-5

3.	Mineral Properties (continued)

	In addition, the Company agreed to reimburse the Assignor for annual maintenance and exploration expenses previously incurred on the property, which amount cannot exceed $200,000. The Assignor will retain a 1% net smelter return on metals extracted from the property, which can be repurchased for $1,000,000, and a gross overriding royalty of 2.5% on receipts from the sale of industrial minerals.

	Upon closing of the Assignment Agreement, the Company will assume all of the Assignor’s rights and obligations under the Option Agreement, and will be required to make the following payments to the Optionor in order to maintain and exercise the option:

CANYON COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements March 31, 2012 (Expressed in U.S. dollars) (unaudited)

(i)	Cash payments:

		$25,000 on or before February 18, 2012 (paid);
		$25,000 on or before February 18, 2013; and
		An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.

(ii)	Share payments:

		75,000 shares of common stock on the TSX Venture Exchange acceptance date (issued);
		75,000 shares of common stock on or before February 18, 2012 (issued);
		150,000 shares of common stock on or before February 18, 2013; and
		200,000 shares of common stock on or before February 18, 2014.

(iii)	Exploration expenditures:

		$100,000 on or before February 18, 2013.

3.The ~~Mineral~~Optionor ~~Properties~~will ~~(continued)~~retain ~~Upon~~a ~~closing~~1% ofnet smelter ~~the~~return ~~Assignment~~on ~~Agreement,~~ the ~~Company~~metals ~~will~~extracted ~~assume~~from ~~all of~~ the ~~Assignor’s~~Moonlight ~~rights~~property, ~~and~~which ~~obligations~~can ~~under~~be repurchased ~~the~~for ~~Option Agreement~~$1,000,000, and ~~will~~a begross ~~required~~overriding toroyalty ~~make~~of ~~the~~2.5% ~~following~~on ~~payments~~receipts from to the ~~Optionor~~sale inof ~~order~~industrial ~~to maintain and exercise the option:~~minerals.

	(a)	Cash payments:
4.	Related Party Transactions
		(i)	$25,000 on or before February 18, 2012 (paid);
	(a)	As at September 30, 2012, the Company was indebted to the President of the Company for $294,805 (Cdn$290,000) (June 30, 2012 - $269,872 (Cdn$275,000)). The amount due is non-interest bearing, unsecured and due on demand.
		(ii)	$25,000 on or before February 18, 2013; and
	(b)	As at September 30, 2012, the Company was indebted to the Chief Executive Officer (“CEO”) of the Company for $552,838 (Cdn$543,373) (June 30, 2012 - $513,757 (Cdn$522,322)), which consists of the following amounts:
		(iii)	An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.
		(i)	$294,805 (Cdn$290,000) (June 30, 2012 - $269,872 (Cdn$275,000)) for management fees, which is non-interest bearing, unsecured and due on demand;
		(ii)	$76,243 (Cdn$75,000) (June 30, 2012 - $73,602 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and was due on May 22, 2012. On May 17, 2012, the Company entered into a First Amendment to Loan Agreement with the CEO to extend the term of the loan to May 22, 2014. As at September 30, 2012, accrued interest of $21,244 (Cdn$20,897) (June 30, 2012 - $17,725 (Cdn$18,062)) is owing on this loan.
		(iii)	$50,000 (June 30, 2012 - $50,000) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and was due on April 1, 2012. On May 17, 2012, the Company entered into a First Amendment to Loan Agreement with the CEO to extend the term of the loan to April 1, 2014. As at September 30, 2012, accrued interest of $14,877 (June 30, 2012 - $12,986) is owing on this loan.
		(iv)	$76,243 (Cdn$75,000) (June 30, 2012 - $73,602 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on July 1, 2012. On May 17, 2012, the Company entered into a First Amendment to Loan Agreement with the CEO to extend the term of the loan to July 1, 2014. As at September 30, 2012, accrued interest of $19,426 (Cdn$19,110) (June 30, 2012 - $15,970 (Cdn$16,274)) is owing on this loan.
	(c)	During the three months ended September 30, 2012, the Company incurred management fees of $15,069 (2011 - $15,301), $15,069 (2011 - $15,301), and $26,553 (2011 - $19,442) to the Chief Executive Officer of the Company, President of the Company, and Chief Financial Officer, respectively.

(b)	Share payments:
	(i)	75,000 shares of common stock on the TSX Venture Exchange acceptance date (issued);
	(ii)	75,000 shares of common stock on or before February 18, 2012 (issued);
	(iii)	150,000 shares of common stock on or before February 18, 2013; and
	(iv)	200,000 shares of common stock on or before February 18, 2014.

F-6

CANYON COPPER CORP.(c)An Exploration ~~expenditures:~~Stage Company)Notes to the Financial StatementsSeptember 30, 2012(Expressed in U.S. dollars)(unaudited)

(i) $100,000 on or before February 18, 2013.

4.	Related Party Transactions (continued)

	(d)	During the three months ended September 30, 2012, the Company incurred rent of $10,478 (2011 - $4,663) to a company with common officers and directors.

	(e)	During the three months ended September 30, 2012, the Company incurred interest expense of $7,588 (2011 - $7,676) to the Chief Executive Officer of the Company.

5.	Derivative Liabilities

	The Company has share purchase warrants that were issued in private placements which have exercise prices denominated in Canadian dollars which differs from the Company’s functional currency (U.S. dollars). As a result, these share purchase warrants cannot be considered to be indexed to the Company’s own stock and accordingly must be accounted for as derivative liabilities with changes in fair value recorded in the statement of operations.

	The fair value of the derivative liability for the 1,674,730 share purchase warrants exercisable at Cdn$0.50 per share issued on May 11, 2011 was $385,694. The fair value of the derivative liability for the 48,928 share purchase warrants exercisable at Cdn$0.50 per share issued on June 8, 2011 was $11,156. The fair value of the derivative liability for the 428,571 share purchase warrants exercisable at Cdn$0.50 per share issued on July 8, 2011 was $89,267. The fair value of the derivative liability for the 1,082,036 share purchase warrants exercisable at Cdn$0.50 per share issued on July 13, 2011 was $186,581.

	The fair values of these share purchase warrants as at September 30, 2012 and June 30, 2012 are as follows:

	The Optionor will retain a 1% net smelter return on the metals extracted from the Moonlight property, which can be repurchased for $1,000,000, and a gross overriding royalty of 2.5% on receipts from the sale of industrial minerals.
			September 30,	June 30,
4.	Related Party Transactions
			2012	2012
	(a)	As at March 31, 2012, the Company was indebted to the President of the Company for $260,260 (Cdn$260,000) (June 30, 2011 - $222,983 (Cdn$215,000)). The amount due is non-interest bearing, unsecured and due on demand.
			$	$
	(b)	As at March 31, 2012, the Company was indebted to the Chief Executive Officer of the Company for $500,282 (Cdn$499,842) (June 30, 2011 - $446,229 (Cdn$413,209)), which consists of the following amounts:
	1,674,730 warrants expiring on November 10, 2012		–	2,738
	48,928 warrants expiring on December 7, 2012		17	135
	428,571 warrants expiring on January 8, 2013		148	1,492
	1,082,036 warrants expiring on January 13, 2013		345	4,042
			510	8,407

~~(i)~~During ~~$260,260~~the ~~(Cdn$260,000)~~three ~~(June~~months ~~30,~~ended ~~2011 - $222,983 (Cdn$215,000)) for management fees, which is non-interest bearing, unsecured and due on demand; (ii) $75,075 (Cdn$75,000) (June~~ September 30, ~~2011 - $77~~2012,~~784~~ ~~(Cdn$75,000))~~the inCompany ~~advances~~recorded ~~for working capital purposes which bears interest at 15% per annum, is secured by~~ a ~~promissory~~gain ~~note, and is due~~ on ~~May~~the ~~22,~~change ~~2012. As at March 31, 2012, accrued interest of $15,273 (Cdn$15,257) (June 30, 2011 - $7,033 (Cdn$6,780)) is owing on this loan. (iii) $50,000 (June 30, 2011 - $50,000)~~ in ~~advances~~fair ~~for~~value ~~working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on April 1, 2012. As at March 31, 2012, accrued interest~~ of ~~$11,116~~the derivative ~~(June~~liabilities 30, 2011 - $5,466) is owing on this loan. (iv) $75,075 (Cdn$75,000) (June 30, 2011 - $77,784 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on July 1, 2012. As at March 31, 2012, accrued interest of $137,~~483 (Cdn$13,469) (June 30 - $5,179 (Cdn$4,993)) is owing on this loan~~897.

~~(c)~~The ~~During~~Company ~~the~~uses ~~nine months ended March 31, 2012,~~ the ~~Company incurred management fees of $44,895 (2011~~ Black-Scholes option ~~$44,996),~~pricing ~~$44,895~~model ~~(2011 - $44,996), and $64,031 (2011 - $55,353)~~ to ~~the~~calculate ~~Chief Executive Officer of~~ the ~~Company,~~fair ~~President~~values of the ~~Company,~~derivative ~~and Chief Financial Officer, respectively~~liabilities. The ~~(d)~~following ~~During~~table ~~the~~shows ~~nine months ended March 31, 2012,~~ the ~~Company~~weighted ~~incurred~~average ~~rent~~assumptions ofused ~~$15,584~~in ~~(2011 - $nil) to a company with common directors and officers. (e) During~~ the nine months ended March 31, 2012, the Company incurred interest of $22,586 (2011 - $6,887) to the Chief Executive Officer of the Company. (f) On November 25, 2011, the Company entered into an Assignment Agreement with a company controlled by the President of the Company (Note 3). calculations:

F-6

		Risk-free	Expected	Expected
	Expected	Interest	Dividend	Life (in
	Volatility	Rate	Yield	years)
As at issuance date:
1,674,730 warrants expiring on November 10, 2012	175%	0.37%	0%	1.5
48,928 warrants expiring on December 7, 2012	172%	0.29%	0%	1.5
428,571 warrants expiring on January 8, 2013	173%	0.29%	0%	1.5
1,082,036 warrants expiring on January 13, 2013	173%	0.27%	0%	1.5
Weighted average as at June 30, 2012	133%	0.16%	0%	0.5
Weighted average as at September 30, 2012	139%	0.10%	0%	0.2

~~CANYON COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements March 31, 2012 (Expressed in U.S. dollars) (unaudited)~~ F-7

5.	Derivative Liabilities
	The Company has share purchase warrants that were issued in private placements which have exercise prices denominated in Canadian dollars which differs from the Company’s functional currency (U.S. dollars). As a result, these share purchase warrants cannot be considered to be indexed to the Company’s own stock and accordingly must be accounted for as derivative liabilities with changes in fair value recorded in the statement of operations.
	The fair value of the derivative liability for the 428,571 share purchase warrants exercisable at Cdn$0.50 per share issued on July 8, 2011 was $89,267. The fair value of the derivative liability for the 1,082,036 share purchase warrants exercisable at Cdn$0.50 per share issued on July 13, 2011 was $186,581.
	The fair values of these share purchase warrants as at March 31, 2012, and June 30, 2011, are as follows:

CANYON COPPER CORP.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2012
(Expressed in U.S. dollars)
(unaudited)

		March 31,	June 30,
6.	Stock Options
		2012	2011
	On August 21, 2009 (as amended on May 4, 2011), the Board of Directors of the Company adopted the Company’s 2009 Stock Option Plan (the “Plan”). The Plan is administered by the Board of Directors. Stock options granted under the Plan have a maximum term of five years. The aggregate number of shares of the Company’s common stock available for issuance under the 2009 Plan is 10% of the Company’s issued and outstanding shares. As at September 30, 2012, the Company had 3,637,276 stock options available for granting pursuant to the 2009 Plan.
		$	$
	A summary of the Company’s stock option activity is as follows:
	1,674,730 warrants expiring on November 10, 2012	3,623	378,707
	48,928 warrants expiring on December 7, 2012	152	11,119
	428,571 warrants expiring on January 8, 2013	1,475	–
	1,082,036 warrants expiring on January 13, 2013	3,893	–
		9,143	389,826

During the nine months ended March 31, 2012, the Company recorded a gain on the change in fair value of the derivative liabilities of $656,531.

		Weighted
		Average	Aggregate
		Exercise	Intrinsic
	Number of	Price	Value
	Options	$	$
Outstanding, June 30, 2012 and September 30, 2012	3,232,418	0.27	–

~~The~~Additional ~~Company~~information ~~uses~~regarding ~~the Black-Scholes~~stock ~~option~~options ~~pricing~~outstanding ~~model~~as toat ~~calculate~~September ~~the~~30, ~~fair~~2012 ~~values~~is ofas ~~the derivative liabilities. The following table shows the weighted average assumptions used in the calculations~~follows:

				Risk-free		Expected		Expected
			Outstanding and exercisable
		Expected		Interest		Dividend		Life (in
					Weighted
		Volatility		Rate		Yield		years)
					average		Weighted
As at issuance date:
	Range of				remaining		average
1,674,730 warrants expiring on November 10, 2012		175%		0.37%		0%		1.5
	exercise prices		Number of		contractual life		exercise price
48,930 warrants expiring on December 7, 2012		172%		0.29%		0%		1.5
	$		shares		(years)		$
428,571 warrants expiring on January 8, 2013		173%		0.29%		0%		1.5
	0.13		2,686,000		1.9		0.13
1,082,036 warrants expiring on January 13, 2013		173%		0.27%		0%		1.5
	0.95		546,418		0.2		0.95
As at March 31, 2012		98%		0.17%		0%		0.7
			3,232,418		1.6		0.27

6.	Common Stock
	(a)	On July 8, 2011, the Company issued 857,142 units at Cdn$0.35 per unit for total proceeds of $312,272 (Cdn$300,000) pursuant to a non-brokered private placement. Each unit consists of one share of common stock and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of the common stock at a price of Cdn$0.50 per share until January 8, 2013. Subject to the terms and conditions of the warrants, the Company may accelerate the expiry date of the warrants if the Company’s shares close at a price equal to or greater than Cdn$0.60 for 10 consecutive trading days. If the Company elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after the Company sends out the notice of acceleration.

7.	Share Purchase Warrants

	The following table summarizes the continuity of the Company’s share purchase warrants:

F-7

		Weighted
		Average
	Number of	Exercise
	Warrants	Price
Balance, June 30, 2012 and September 30, 2012	3,234,265	Cdn$0.50

~~CANYON~~As ~~COPPER~~at ~~CORP.~~September ~~(An Exploration~~30, ~~Stage~~2012, ~~Company) Notes to~~ the ~~Financial Statements~~ following ~~March~~share ~~31, 2012~~purchase ~~(Expressed~~warrants inwere ~~U.S. dollars) (unaudited)~~ outstanding:

Common Stock (continued)

Number of

Exercise

(b)

On July 13, 2011, the Company issued 2,164,071 units at Cdn$0.35 per unit for total proceeds of $789,231 (Cdn$757,425) pursuant to a non-brokered private placement. Each unit consists of one share of common stock and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of the common stock at a price of Cdn$0.50 per share until January 13, 2013. Subject to the terms and conditions of the warrants, the Company may accelerate the expiry date of the warrants if the Company’s shares close at a price equal to or greater than Cdn$0.60 for 10 consecutive trading days. If the Company elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after the Company sends out the notice of acceleration. Pursuant to the private placement, the Company issued 129,844 agent’s compensation options with a fair value of $24,387. The agent’s compensation options were granted with an exercise price of Cdn$0.35 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant with each whole warrant exercisable at Cdn$0.50 per share expiring on January 13, 2013. The fair value of these agent’s compensation options was estimated at the date of grant using the Black-Scholes option-pricing model assuming an expected life of 1.5 years, a risk-free rate of 0.27%, an expected volatility of 173%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.19 per option.

Warrants

Price

Expiry Date

(c)

On January 19, 2012, the Company issued 150,000 shares of common stock with a fair value of $26,250 pursuant to an assignment agreement to acquire the Moonlight property (Note 3).

1,674,730

Cdn$0.50

November 10, 2012

(d)

On February 16, 2012, the Company issued 150,000 shares of common stock with a fair value of $22,500 pursuant to an assignment agreement to acquire the Moonlight property (Note 3).

48,928

Cdn$0.50

December 7, 2012

Preferred Stock

428,571

Cdn$0.50

January 8, 2013

On October 20, 2011, the Company entered into a stock repurchase agreement, whereby the Company repurchased 500,000 Series A, 0% Convertible Preferred Stock of the Company in consideration for $15,000. On November 4, 2011, the Company cancelled the 500,000 shares of preferred stock.

1,082,036

Cdn$0.50

January 13, 2013

Stock Options

3,234,265

On August 21, 2009, the Board of Directors of the Company adopted the Company’s 2009 Stock Option Plan (the “2009 Plan”). The aggregate number of shares of the Company’s common stock available for issuance under the 2009 Plan is 10% of the Company’s issued and outstanding shares. As at March 31, 2012, the Company had 3,321,276 stock options available for granting pursuant to the 2009 Plan.

A summary of the Company’s stock option activity is as follows:

		Weighted	Aggregate
		Average	Intrinsic
	Number of	Exercise Price	Value
	Options	$	$
Outstanding and exercisable, June 30, 2011 and March 31, 2012	3,548,417	0.27	–

F-8

	As at March 31, 2012, the weighted average remaining contractual life of the outstanding stock options is 2.1 years.
9.	Share Purchase Warrants
	The following table summarizes the continuity of the Company’s share purchase warrants:

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

		Weighted
		Average
	Number of	Exercise
	Warrants	Price
Balance, June 30, 2011	1,723,658	Cdn$0.50
Issued	1,510,607	Cdn$0.50
Balance, March 31, 2012	3,234,265	Cdn$0.50

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

FCertain statements contained in this Quarterly Report constitute "forward-8looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; changes in project parameters as plans continue to be refined; changes in labor costs; future mineral prices; equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry, including but not limited to environmental hazards, cave-ins, pit-wall failures, flooding, rock bursts and other acts of God or unfavorable operating conditions and losses; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section titled "Part II - Item 1A. Risk Factors" in this Quarterly Report.

~~CANYON~~Forward ~~COPPER~~looking ~~CORP.~~statement are based on a number of material ~~(An~~factors and assumptions, including the results of exploration and drilling ~~Exploration~~activities, ~~Stage~~the ~~Company)~~availability and final receipt of required approvals, licenses ~~Notes~~and permits, that sufficient working capital is available to complete proposed exploration and drilling activities, that contracted parties provide goods and/or services on the ~~Financial~~agreed ~~Statements~~time frames, the equipment necessary for ~~March~~exploration 31is available as scheduled and does not incur unforeseen break downs, ~~2012~~that no labor shortages or delays are incurred and that no unusual geological or ~~(Expressed~~technical inproblems Uoccur.S While we consider these assumptions may be reasonable based on information currently available to it, they may prove to be incorrect. Actual ~~dollars)~~results may vary from such forward-looking information for a variety of ~~(unaudited)~~reasons, including but not limited to risks and uncertainties disclosed in the section titled “Part II - Item 1A. Risk Factors” in this Quarterly Report.

9We intend to discuss in our quarterly and annual reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. ~~Share~~New ~~Purchase~~factors emerge ~~Warrants~~from ~~(continued)~~time Asto attime, ~~March~~and 31it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, ~~2012~~or combination of such factors, ~~the~~may cause ~~following~~actual ~~share~~results ~~purchase~~to ~~warrants~~differ ~~were~~materially ~~outstanding:~~from those contained in any forwarding looking statement.

Number of	Exercise
Warrants	Price	Expiry Date
1,674,730	Cdn$0.50	November 10, 2012
48,928	Cdn$0.50	December 7, 2012
428,571	Cdn$0.50	January 8, 2013
1,082,036	Cdn$0.50	January 13, 2013
3,234,265

We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

10. Contingent Liability 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. This action was dismissed by the Ontario Superior Court of Justice subsequent to March 31, 2012.OVERVIEW

~~F-9~~We were incorporated on January 21, 2000 under the laws of the State of Nevada.

~~ITEM~~We 2are an exploration stage company engaged in the acquisition, exploration and development of mineral properties. ~~MANAGEMENT'S~~We ~~DISCUSSION~~currently ~~AND~~hold ~~ANALYSIS~~100% OFtitle in ~~FINANCIAL~~a ~~CONDITION~~major ~~AND~~claim ~~RESULTS~~block OFtotaling ~~OPERATIONS~~661 unpatented mineral claims, covering approximately 13,220 acres located 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 claims as the “New York Canyon Project.”

~~CAUTIONARY~~We ~~STATEMENT~~also ~~REGARDING~~hold ~~FORWARD-LOOKING~~an option to acquire a 100% interest in the ~~STATEMENTS~~“Moonlight Property”, which is comprised of 307 unpatented mineral claims having an area of approximately 6,300 acres. We acquired our interest in the Moonlight Property pursuant to an assignment agreement dated November 25, 2011 among Metamin Enterprises Inc. (the “Assignor”), a company controlled by Benjamin Ainsworth, our President, Secretary and director, Metamin Enterprises USA Inc., a wholly owned subsidiary of the Assignor, and the Company. The Moonlight Property is a copper porphyry project located on the northern end of the Walker Lane Belt in Plumas County, California.

Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; changes in project parameters as plans continue to be refined; changes in labor costs; future mineral prices; equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry, including but not limited to environmental hazards, cave-ins, pit-wall failures, flooding, rock bursts and other acts of God or unfavorable operating conditions and losses; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section titled "Part II - Item 1A. Risk Factors" in this Quarterly Report. 2

~~Forward~~We ~~looking~~have ~~statement~~not ~~are~~earned ~~based~~any onrevenues ato ~~number~~date ~~of material factors~~ and ~~assumptions,~~do ~~including~~not ~~the~~anticipate earning ~~results~~revenues ofuntil ~~exploration~~such ~~and~~time ~~drilling activities,~~as ~~the~~we ~~availability~~enter ~~and~~into ~~final~~commercial ~~receipt~~production of ~~required approvals, licenses~~our ~~and~~mineral ~~permits,~~properties. ~~that~~We ~~sufficient~~are ~~working~~presently ~~capital~~in isthe ~~available to complete proposed~~ exploration ~~and~~stage ~~drilling~~of ~~activities,~~our ~~that contracted parties provide goods~~business and~~/or~~ ~~services~~we oncan ~~the~~provide ~~agreed~~no ~~time~~assurance ~~frames,~~that ~~the~~commercially ~~equipment~~viable ~~necessary~~mineral ~~for exploration~~deposits ~~is available as scheduled and does not incur unforeseen break downs,~~exist ~~that~~on noour ~~labor~~mineral ~~shortages~~properties or ~~delays are incurred and~~ that ~~no unusual geological or technical problems occur. While~~ we ~~consider~~will ~~these~~discover ~~assumptions~~commercially ~~may be reasonable~~exploitable ~~based~~levels onof ~~information~~mineral ~~currently~~resources ~~available~~on toour itproperties, ~~they~~or ~~may~~if ~~prove to be incorrect. Actual results may vary from~~ such ~~forward-looking~~deposits ~~information for a variety of~~are ~~reasons~~discovered, ~~including~~that ~~but~~we ~~not~~will ~~limited~~enter tointo ~~risks~~further ~~and~~substantial ~~uncertainties disclosed in the~~exploration ~~section titled “Part II - Item 1A~~programs. ~~Risk Factors” in this Quarterly Report.~~

WePLAN ~~intend~~OF to discuss in our quarterly and annual reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement. OPERATION

WeThe ~~advise~~following ~~you~~discussion toand ~~carefully~~analysis ~~review~~summarizes ~~the~~our ~~reports~~plan ~~and documents~~of weoperation ~~file~~for ~~from~~the ~~time~~next totwelve ~~time~~months, ~~with~~our results of operations for the ~~United~~three month ~~States~~period ~~Securities~~ended September 30, 2012 and ~~Exchange~~changes in our financial condition ~~Commission~~from ~~(the~~June ~~“SEC”)~~30, ~~particularly~~2012. ~~our~~This ~~periodic~~discussion ~~reports~~should ~~filed~~be read in conjunction with the Management’s ~~SEC~~Discussion and Analysis of Financial Condition and Results of ~~pursuant~~Operation toincluded in our Annual Report on Form 10-K for the ~~Securities~~year ~~Exchange~~ended ~~Act~~June of30, 2012 ~~1934~~filed (with the ~~"Exchange~~SEC ~~Act").~~on September 28, 2012.

~~OVERVIEW~~Over the next twelve months, our plan of operation is to complete following exploration programs on our mineral properties:

WeNew ~~were~~York ~~incorporated~~Canyon ~~on January 21, 2000 under the laws of the State of Nevada.~~Project

WePhase ~~are~~One anof our exploration ~~stage~~program ~~company~~on ~~engaged~~the inNew ~~the~~York ~~acquisition,~~Canyon ~~exploration~~Project ~~and~~involves ~~development~~the re-analysis of ~~mineral~~the ~~properties~~2006 inLongshot ~~western~~Ridge ~~United~~drill ~~States.~~pulps Weand ~~currently~~initiating ~~hold~~environmental ~~100%~~base ~~title~~line instudies, awhich ~~major~~will ~~claim~~permit ~~block~~us ofto 1conduct advanced exploration,~~293~~ ~~mineral~~if ~~claims, covering~~warranted. ~~approximately~~We ~~25,860~~commenced ~~acres~~Phase ~~located~~One of our exploration program in ~~Mineral~~July ~~County,~~2011 ~~Nevada~~by (delivering the ~~“New~~drill pulps from the 2006 Longshot Ridge ~~York~~to ~~Canyon~~Sparks ~~Claims”)~~Laboratory in Nevada. WeIn ~~also~~December ~~hold~~2011, 21we ~~patented~~received ~~mineral~~new ~~claims~~assay ~~covering~~results and these results were audited by an ~~area~~independent consultant for quality ofassurance ~~approximately~~(QA) ~~420~~and ~~acres~~quality control (QC). In March 2012, ~~located~~we ~~within~~engaged ~~the~~an independent ~~vicinity~~consultant to conduct a review of the ~~New~~results ~~York~~in ~~Canyon~~order to provide us ~~Claims~~with ~~area.~~a Wemore ~~collectively~~robust ~~refer~~estimate toof the ~~New~~project ~~York~~and ~~Canyon~~assist ~~Claims~~us ~~and~~in ~~the~~identifying key ~~patented~~targets ~~claims~~for asa drilling program at the “New York Canyon Project.”

WeIn ~~also~~late ~~hold~~2012, ansubject ~~option~~ to ~~acquire~~obtaining ~~a 100% interest in the “Moonlight Property”~~financing, ~~which~~we isplan ~~comprised~~to ~~of 307 unpatented mineral claims having~~drill antest ~~area of approximately 6,300 acres. We acquired our interest in~~ the ~~Moonlight~~oxide ~~Property~~mineralization ~~pursuant~~found to ~~an assignment agreement dated November 25, 2011 among Metamin Enterprises Inc. (~~the ~~“Assignor”),~~north ~~a company controlled by Benjamin Ainsworth, our President, Secretary~~ and ~~director,~~northeast ~~Metamin Enterprises USA Inc., a wholly owned subsidiary~~ of the ~~Assignor, and the~~Longshot ~~Company~~Ridge deposit. ~~The~~This ~~Moonlight~~represents ~~Property~~the isinitial astages ~~copper~~of ~~porphyry~~Phase ~~project~~Two ~~located~~of ~~on the~~our ~~northern~~exploration ~~end~~program ofon the ~~Walker~~New ~~Lane~~York ~~Belt~~Canyon ~~in Plumas County, California~~Project.

WeMoonlight 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. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral properties or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs. Property

~~PLAN~~In OFspring ~~OPERATION~~2012, we conducted a preliminary assessment of the Moonlight Property, which involved a detailed review of all historical data on the Moonlight Property. Based on the results of this preliminary assessment, we have decided to commence a shallow reverse drill program at the Moonlight Property. The drill program is scheduled for late 2012 and will target the copper oxide deposit on the Moonlight Property. We anticipate that the drill program will cost approximately $250,000.

~~The~~Anticipated following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the nine month period ended March 31, 2012 and changes in our financial condition from June 30, 2011. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operation included in our Annual Report on Form 10-K for the year ended June 30, 2011 filed with the SEC on September 28, 2011. Expenses

~~Over~~We ~~the~~anticipate ~~next~~that ~~twelve~~we ~~months,~~will ~~our~~require ~~plan~~the offollowing ~~operation~~funds ~~is to~~for ~~complete following~~ exploration programs onand our ~~mineral~~ongoing ~~properties~~operations:

New York Canyon Project

ITEM AND ACTIVITY		12 Month Total
		Budget
LAND STATUS
New York Canyon Project
2012 - 2013 unpatented claim maintenance fees	$	98,000
Monthly Payments – Patented Claims		36,000
Moonlight Property

Phase One of our exploration program on the New York Canyon Project involves the re-analysis of the 2006 Longshot Ridge drill pulps and initiating environmental base line studies, which will permit us to conduct advanced exploration, if warranted. We commenced Phase One of our exploration program in July 2011 by delivering the drill pulps from the 2006 Longshot Ridge to Sparks Laboratory in Nevada. In December 2011, we received new assay results and these results were audited by an independent consultant for quality assurance (QA) and quality control (QC). In March 2012, we engaged an independent consultant to conduct a review of the results in order to provide us with a more robust estimate of the project and assist us in identifying key targets for a drilling program at the New York Canyon Project. 3

In late 2012, subject to obtaining financing, we plan to drill test the oxide mineralization found to the north and northeast of the Longshot Ridge deposit. This represents the initial stages of Phase Two of our exploration program on the New York Canyon Project.

ITEM AND ACTIVITY		12 Month Total
		Budget
Assignment and Option Payments		50,000
2012-2013 unpatented claim maintenance fees		48,000
EXPLORATION PROGRAM
New York Canyon Project
Metallurgical sampling and testing		75,000
Environmental base line study work		55,000
Geological mapping/geological survey		30,000
Field supplies and support		20,000
Contingency		25,000
Moonlight Property
Drilling		250,000
Metallurgical sampling and testing		50,000
Environmental base line study work		30,000
Geological mapping/geological survey		30,000
Field supplies and support		20,000
Contingency		25,000
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative		297,000
TOTAL	$	1,134,000

As at September 30, 2012, we had cash of $405,441. For the next twelve months, management anticipates that we have sufficient funds to meet our annual claim payments, implement our geochemical sampling program on the New York Canyon Project and meet the costs associated with our ongoing reporting obligations. However, we will require additional financing in order to implement the shallow reverse drill program on the Moonlight Property and the proposed test drilling program on the New York Canyon Project. There is no assurance we will be successful in raising such 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 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.

InRESULTS ~~spring~~OF 2012, we conducted a preliminary assessment of the Moonlight Property, which involved a detailed review of all historical data on the Moonlight Property. Based on the results of this preliminary assessment, we have decided to commence a shallow reverse drill program at the Moonlight Property. The drill program is scheduled for early summer 2012 and will target the copper oxide deposit on the Moonlight Property. OPERATIONS

~~Anticipated~~Three ~~Expenses~~Months Summary

We anticipate that we will require the following funds for exploration programs and our ongoing operations:

		Three Months Ended September 30					Percentage
		2012			2011		Increase / Decrease
Revenue	$	-		$	-		n/a
Operating Expenses		(384,604	)		(563,875	)	(31.8	)%
Other Income		309			258,899		(99.9	)%
Net Loss	$	(384,295	)	$	(304,976	)	26.0%

ITEM AND ACTIVITY		12 Month Total
		Budget
LAND STATUS
New York Canyon Project
2011 - 2012 unpatented claim maintenance fees	$	184,000
Monthly Payments – Patented Claims		36,000

Revenues

Moonlight Property
Assignment and Option Payments		50,000
2011-12 unpatented claim maintenance fees		48,000
EXPLORATION PROGRAM
New York Canyon Project
Metallurgical sampling and testing		75,000
Environmental base line study work		55,000
Geological mapping/geological survey		30,000
Field supplies and support		20,000
Contingency		25,000
Moonlight Property
Drilling		250,000
Metallurgical sampling and testing		50,000
Environmental base line study work		30,000
Geological mapping/geological survey		30,000
Field supplies and support		20,000
Contingency		25,000
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative		297,000
TOTAL	$	1,225,000

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 properties.

As at March 31, 2012, we had cash of $893,983. For the next twelve months, management anticipates that we have sufficient funds to meet our minimum cash requirements to fund our proposed exploration program on the Moonlight Property and to complete Phase One of our exploration program on the New York Canyon Project. However, we will require additional financing in order to implement the proposed test drilling program on the New York Canyon Project and to meet our ongoing expenses due in the late 2012. There is no assurance we will be successful in raising such 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 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.4

~~RESULTS OF OPERATIONS~~ Expenses

~~Third~~Our ~~Quarter~~expenses for the three month periods ended September 30, 2012 and ~~Nine~~2011 ~~Months~~consisted ~~Summary~~of the following:

		Quarter Ended					Percentage			Nine Months Ended					Percentage
		Three Months Ended September 30					Percentage
		March 31					Increase /			March 31					Increase /
							Increase /
		2012			2011		(Decrease)			~~2012~~			~~2011~~		~~(Decrease)~~
Revenue	$	-		$	-		n/a		$	-		$	-		n/a
Operating Expenses:
Operating Expenses		(291,697	)		(172,605	)	69.0%			(1,036,795	)		(617,746	)	67.8%
Foreign exchange loss	$	9,801		$	77,627		(87.4	)%
Other Expenses		48,937			(6,887	)	(810.6	)%		633,945			(9,823	)	(6,553.7	)%
General and administrative		152,928			195,488		(21.8	)%
Net Loss	$	(242,760	)	$	(179,492	)	35.2%		$	(402,850	)	$	(627,569	)	(35.8	)%
Mineral exploration costs		221,875			290,760		(23.7	)%
Sub-total		(384,604	)		(563,875	)	(31.8	)%
Other Income (Expense):
Gain on change in fair values of derivative liability		7,897			266,575		(97.0	)%
Interest expense		(7,588	)		(7,676	)	(1.1	)%
Net Loss	$	(384,295	)	$	(304,976	)	26.0%

~~Revenues~~Our operating expenses decreased from $563,875, during the three months ended September 30, 2011, to $384,604, during the three months ended September 30, 2012. The decrease in our operating expenses is due to a decrease in foreign exchange loss, general and administrative expenses and mineral exploration costs.

WeDuring ~~have~~the ~~not~~three ~~earned~~months ~~any~~ended ~~revenues~~September to30, ~~date~~2012, ~~and~~general ~~do not anticipate~~and ~~earning~~administration ~~revenues~~expenses ~~until~~primarily ~~such~~consisted ~~time~~of: as(i) weconsulting ~~enter~~fees ~~into~~incurred ~~commercial~~for services ~~production~~provided ofby our ~~mineral~~ ~~properties.~~executive ~~There~~officers; ~~can~~(ii) belegal, noaccounting ~~assurance~~and ~~that~~filing fees ~~we will be successful~~ in ~~discovering~~ ~~commercial~~connection ~~quantities~~with orour ~~that~~Annual weReport ~~can~~on ~~commercially~~Form ~~produce~~10-K ~~metals~~and ormineral property ~~minerals.~~filing Werequirements, ~~are~~(iii) ~~presently~~corporate anand ~~exploration~~shareholder ~~stage~~communications ~~company~~relating ~~engaged in~~ to the ~~search for~~distribution ~~mineral~~of ~~reserves.~~news Wereleases ~~can~~and ~~provide~~consulting nofees ~~assurances~~for ~~that~~website ~~we will be able to~~development ~~discover~~and ~~any~~preparation ~~commercially exploitable levels~~ of ~~mineral~~investor ~~resources~~and onshareholder ~~our property~~materials, ~~or,~~(iv) ~~even~~rent ifincurred ~~such~~for our ~~resources~~corporate ~~are discovered~~office, ~~that~~and we(vi) ~~will~~transfer beagent ~~able~~and ~~to enter~~filing ~~into~~fees ~~commercial~~to ~~production~~the ofTSX ~~our mineral properties~~Venture Exchange.

~~Expenses~~Additional general and administrative expenses in the three months ended September 30, 2011 primarily relate to legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange.

~~Our~~Mineral ~~expenses~~exploration ~~for~~costs consisted of annual payments to maintain the ~~three~~New ~~and~~York ~~nine~~Canyon ~~month~~Project ~~periods~~in ~~ended~~good ~~March 31~~standing, ~~2012~~mineral lease payments and ~~2011~~consulting ~~consisted~~fees ofpaid for geochemical sampling on the ~~following:~~New York Canyon Project.

		Quarter Ended				Percentage			Nine Months Ended				Percentage
		March 31				Increase /			March 31				Increase /
		2012			2011	(Decrease)			2012			2011	(Decrease)
Operating Expenses:
Foreign exchange loss (gain)	$	(3,423	)	$	19,989	(117.1	)%	$	62,022		$	45,454	36.5%
General and administrative		192,575			133,738	44.0%			547,285			311,149	75.9%
Mineral exploration costs		102,545			18,878	443.2%			427,488			261,143	63.7%
Sub-total	$	291,697		$	172,605	69.0%		$	1,036,795		$	617,746	67.8%
Other Expenses:
Loss (gain) on change in fair value of derivative liabilities		(56,412	)		-	(100.0	)%		(656,531	)		-	(100.0	)%
Interest expense		7,475			6,887	8.5%			22,586			9,823	129.9%
Sub-total	$	(48,937	)	$	6,887	(810.6	)%	$	(633,945	)	$	9,823	(6553.7	)%
Total Expenses	$	242,760		$	179,492	35.2%		$	402,850		$	627,569	(35.3	)%

The increase in our net loss for the three months ended September 30, 2012 is due to the fact that we recorded a gain on change in fair value of derivative liability in 2011, which relates to the issuance of share purchase warrants under our brokered and non-brokered foreign private placement offering.

~~Our~~We ~~operating~~anticipate ~~expenses~~that ~~increased~~our ~~from~~expenses ~~$172,605,~~will ~~during~~increase ~~the~~over ~~three months ended March 31, 2011, to $291,697, during~~ the ~~three~~next twelve months ~~ended March 31, 2012. The increase in our operating expenses is~~ due to anour ~~increase~~ongoing inplanned ~~general and administrative expenses and mineral~~ exploration ~~costs,~~activities ~~partially~~on ~~offset by~~ the ~~recording~~New ofYork Canyon aProject ~~foreign~~and ~~currency~~Moonlight ~~gain~~Property.

~~Our~~LIQUIDITY ~~operating~~AND ~~expenses~~CAPITAL increased from $617,746, during the nine months ended March 31, 2011, to $1,036,795, during the nine months ended March 31, 2012. The increase in our operating expenses is due to increases in foreign exchange loss, general and administrative expenses and mineral exploration costs. RESOURCES

~~General~~Working and administration expenses, during the three and nine months ended March 31, 2012, primarily consisted of: (i) consulting fees incurred for services provided by our executive officers; (ii) investor relations costs; and (iii) legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange and meeting our ongoing reporting requirements under the Exchange Act. The increase in general and administrative expenses during the three and nine months ended March 31, 2012 primarily relates to an increase in legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange.Capital

Mineral exploration costs consisted of annual payments to maintain the New York Canyon Project in good standing, mineral lease payments and fees paid for the re-analysis the 2006 Longshot Ridge drill pulps.

							Percentage
		At September 30, 2012			At June 30, 2012		Increase / Decrease
Current Assets	$	428,972		$	772,520		(44.9	)%
Current Liabilities		(766,432	)		(730,967	)	4.9%
Working Capital Surplus (Deficit)	$	(337,460	)	$	41,553		(912	)%

The decrease in our net loss for the nine months ended March 31, 2012 is due to the fact that we recorded a gain on change in fair value of derivative liability, which relates to the issuance of share purchase warrants under our brokered and non-brokered foreign private placement offering, offset by an increase in foreign exchange loss, general and administrative expenses and mineral exploration costs. 5

WeCash ~~anticipate that our expenses will increase over the next twelve months due to our ongoing planned exploration activities on the New York Canyon Project and Moonlight Property.~~ Flows

LIQUIDITY AND CAPITAL RESOURCES

		Three Months Ended			Three Months Ended
		September 30, 2012			September 30, 2011
Cash Used in Operating Activities	$	(313,466	)	$	(517,067	)
Cash Provided by Investing Activities		-			-
Cash Provided by Financing Activities		-			600,547
Net Decrease in Cash During Period	$	(313,466	)	$	83,480

Working Capital
							Percentage
		At March 31, 2012			At June 30, 2011		Increase / Decrease
Current Assets	$	936,564		$	1,270,655		(26.3	)%
Current Liabilities		(897,220	)		(780,265	)	15.0%
Working Capital Surplus	$	39,344		$	490,390		(92.0	)%

Our working capital decreased from $41,553, as at June 30, 2012, to a deficit of $337,460, as at September 30, 2012. The decrease in working capital was primarily a result of a decrease in cash due general and administrative expenses and the fact that we had no sources of revenue or financing during the three months ended September 30, 2012.

Cash Flows
		Nine Months Ended			Nine Months Ended
		March 31, 2012			March 31, 2011
Cash Used in Operating Activities	$	(979,493	)	$	(441,957	)
Cash Provided by Investing Activities		-			-
Cash Provided by Financing Activities		646,512			199,640
Net Decrease in Cash During Period	$	(332,981	)	$	(242,317	)

Future Financings

Our ~~working~~plan ~~capital~~of ~~decreased~~operation ~~from~~calls ~~$490,390,~~for assignificant atexpenses ~~June 30,~~in ~~2011,~~connection towith ~~$39,344,~~the asexploration atof ~~March~~the ~~31,~~New ~~2012.~~York ~~The~~Canyon ~~decrease~~Project. inFor ~~working~~the ~~capital was~~next ~~primarily~~twelve amonths, ~~result~~management ofanticipates athat ~~decrease~~we inhave ~~cash~~sufficient ~~due~~funds to ~~general~~meet ~~and administrative~~our ~~expenses,~~annual ~~Phase~~claim ~~One~~payments, ofimplement our ~~exploration~~geochemical sampling program on the New York Canyon Project~~, our~~ ~~acquisition~~and ofmeet ~~an interest in~~ the ~~Moonlight~~costs ~~Property~~associated ~~and~~with ~~listing~~our onongoing ~~the TSX~~reporting ~~Venture Exchange~~obligations. ~~These~~However, ~~amounts were partially offset by the fact that~~ we ~~completed~~ ~~our~~will ~~brokered~~require ~~and~~additional ~~non-brokered~~financing ~~foreign~~in ~~private~~order ~~placement~~to ~~financings in~~implement ~~July~~the ~~2011~~shallow ~~for~~reverse ~~total~~drill ~~proceeds~~program ofon ~~CDN~~the ~~$1,057,425~~Moonlight ~~($1,101,503).~~Property ~~The~~and ~~details of~~ the proposed ~~private~~test ~~placement~~drilling ~~financings~~program ~~are~~on ~~set~~the ~~out~~New ~~below:~~York Canyon Project.

(a)	a brokered offering of 2,164,071 units for gross proceeds of CDN $757,425 ($789,231) pursuant to Regulation S of the Securities Act; and
(b)	a non-brokered offering of 857,142 units for gross proceeds of CDN $300,000 ($312,272) pursuant to Regulation S of the Securities Act.

Obtaining 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 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.

~~Future~~OFF-BALANCE ~~Financings~~SHEET ARRANGEMENTS

~~Our plan of operation calls for significant expenses in connection with the exploration of the New York Canyon Project~~None. For the next twelve months, management anticipates that we have sufficient funds for its exploration program on the Moonlight Property and to complete Phase One of our exploration program on the New York Canyon Project. However, we will require additional financing to implement the proposed test drilling program on the New York Canyon Project and to meet our ongoing operating expenses due in late 2012.

~~Obtaining~~CRITICAL ~~financing~~ACCOUNTING 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 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. POLICIES

~~OFF-BALANCE~~We ~~SHEET~~have ~~ARRANGEMENTS~~identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to our audited financial statements included in our Annual Report for the year ended June 30, 2012.

~~None.~~Mineral Property Costs

~~CRITICAL~~We ~~ACCOUNTING~~have ~~POLICIES~~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. We assess the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When we have 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.

WeLong-Lived have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to our audited financial statements included in our Annual Report for the year ended June 30, 2011.Assets

~~Mineral~~In accordance with ASC 360, “Property, ~~Costs~~Plant and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

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. We assess the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When we have 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. 6

~~Long~~Stock-~~Lived~~Based ~~Assets~~ Compensation

InWe ~~accordance~~record ~~with ASC 360, “Property, Plant and Equipment”, we test long~~stock-~~lived~~based ~~assets~~compensation ~~or asset groups for recoverability when events or changes~~ in ~~circumstances~~accordance ~~indicate~~with ~~that~~ASC ~~their carrying amount may not~~718, be“Compensation ~~recoverable.~~– ~~Circumstances~~Stock ~~which~~Based ~~could~~Compensation” ~~trigger~~and aASC ~~review include~~505, ~~but~~“Equity ~~are~~Based ~~not limited~~Payments to~~: significant decreases in the market price of the asset; significant~~ ~~adverse~~Non-Employees”, ~~changes~~which inrequires the ~~business~~measurement climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and ~~current~~recognition ~~expectation that the asset will more likely than not be sold or disposed significantly before the end~~ of ~~its estimated useful~~compensation ~~life.~~expense ~~Recoverability is assessed~~ based on ~~the~~estimated ~~carrying amount of the asset and its~~ fair ~~value~~values ~~which~~for isall ~~generally determined~~ share-based onawards ~~the~~made ~~sum of the~~to ~~undiscounted~~employees ~~cash flows expected to result from the use~~ and ~~the eventual disposal of the asset~~directors, asincluding ~~well~~stock ~~as specific appraisal in certain instances~~options. ~~An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.~~

~~Stock~~ASC 718 requires companies to estimate the fair value of share-~~Based~~based ~~Compensation~~awards on the date of grant using an option-pricing model. We use the Black-Scholes option-pricing model as its 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.

WeAll ~~record~~transactions ~~stock-based~~in ~~compensation~~which ingoods ~~accordance~~or ~~with~~services ~~ASC~~are ~~718,~~the ~~“Compensation~~consideration –received ~~Stock~~for ~~Based~~the ~~Compensation”~~issuance ~~and~~of ~~ASC~~equity ~~505,~~instruments ~~“Equity~~are ~~Based~~accounted ~~Payments to~~for ~~Non-Employees”,~~based ~~which~~on ~~requires~~ the ~~measurement~~fair ~~and~~value ~~recognition~~ of ~~compensation expense~~the ~~based~~consideration onreceived ~~estimated~~or the fair ~~values~~value ~~for~~of ~~all share-based awards made to~~the ~~employees~~equity ~~and~~instrument ~~directors~~issued, ~~including~~whichever ~~stock~~is ~~options~~more reliably measurable.

~~ASC~~ITEM ~~718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model~~3. WeQUANTITATIVE ~~use the~~AND ~~Black-Scholes~~QUALITATIVE ~~option-pricing~~DISCLOSURES ~~model~~ABOUT asMARKET ~~its method of determining fair value~~RISK. 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~~Not 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 measurableApplicable.

ITEM 34. ~~QUANTITATIVE~~CONTROLS AND ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~PROCEDURES.

~~Not~~Disclosure ~~Applicable.~~Controls and Procedures

~~ITEM~~We 4carried 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 September 30, 2012 (the “Evaluation Date”). ~~CONTROLS~~This ~~AND~~evaluation was ~~PROCEDURES~~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 disclosed in our Annual Report on Form 10-K for the year ended June 30, 2012 (the “2012 Annual Report”).

~~Disclosure~~Notwithstanding ~~Controls~~the assessment that our internal control over financial reporting was not effective and ~~Procedures~~that there were material weaknesses as identified in our 2012 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.

WeChanges ~~carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined~~ in ~~Exchange~~Internal ~~Act~~Control ~~Rules~~Over ~~13a-15(e) and 15d-15(e)) as of March 31, 2012 (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 disclosed in our Annual Report on Form 10-K for the year ended June 30, 2011 (the “2011 Annual Report”). Reporting

~~Notwithstanding~~There ~~the~~were ~~assessment~~no ~~that~~changes in our internal control over ~~financial~~ financial reporting ~~was not effective and~~ that ~~there~~occurred ~~were~~during ~~material~~the ~~weaknesses~~fiscal ~~as identified~~quarter inended ~~our~~September ~~2011 Annual Report~~30, we2012 ~~believe~~ that ~~our financial statements~~ ~~contained~~have inmaterially ~~our~~affected, ~~Quarterly~~or ~~Report~~that onare ~~Form~~reasonably ~~10-Q~~likely ~~for~~to ~~the~~materially ~~quarter ended March 31~~affect, ~~2012~~our ~~fairly~~internal ~~present~~control ~~our~~over financial ~~condition, results of operations and cash flows in all material respects~~reporting.

~~Changes in Internal Control Over Financial Reporting~~ 7

~~There~~PART ~~were~~II no- ~~changes~~OTHER in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2012 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. INFORMATION

~~PART~~ITEM II1. -LEGAL ~~OTHER INFORMATION~~ PROCEEDINGS.

~~ITEM~~We 1.are ~~LEGAL~~not ~~PROCEEDINGS.~~currently a party to any legal proceedings

~~Other~~ITEM ~~than~~1A. asRISK previously disclosed in our 2011 Annual Report, we are not party to any legal proceedings and there have been no material developments to the proceedings previously disclosed in our 2011 Annual ReportFACTORS.

~~ITEM~~The 1Afollowing 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. ~~RISK~~We ~~FACTORS~~may 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.

~~The~~We ~~following~~lack ~~are~~an ~~some~~operating ofhistory ~~the~~and ~~important~~have ~~factors~~losses ~~that~~which ~~could affect~~we ~~our financial performance or could cause actual results~~ expect to ~~differ materially~~continue ~~from~~into ~~estimates~~the ~~contained~~future. inAs ~~our~~a ~~forward-looking~~result, ~~statements.~~we We may ~~encounter~~ ~~risks~~have ~~in addition~~ to ~~those~~suspend ~~described~~or ~~below.~~cease exploration ~~Additional~~activities ~~risks~~ and ~~uncertainties~~ ~~not~~if ~~currently known to us, or that~~ we ~~currently~~do ~~deem~~not toobtain ~~be immaterial~~sufficient financing, ~~may also impair or adversely affect~~ our business, ~~financial condition~~will ~~or results of operation~~fail.

We ~~lack~~were anincorporated ~~operating~~on ~~history~~January 21, 2000 and to date have ~~losses~~been involved ~~which~~primarily wein ~~expect to~~the ~~continue~~acquisition ~~into~~of our mineral property and the exploration ~~future.~~and Asdevelopment aon ~~result,~~this weproperty. ~~may~~We have tono ~~suspend~~exploration history upon which an evaluation of our future success or ~~cease~~failure can be made. Our ~~exploration~~ability ~~activities~~to achieve and ifmaintain weprofitability doand ~~not~~positive ~~obtain~~cash ~~sufficient~~flow ~~financing, our~~is ~~business~~dependent ~~will fail.~~upon:

We(i) ~~were~~our ~~incorporated~~ability ~~on January 21, 2000 and~~ to ~~date~~locate ~~have~~a ~~been involved~~profitable ~~primarily in the acquisition of our~~ mineral property; and ~~the exploration~~(ii) ~~and development on this property. We have no exploration history upon which an evaluation of~~ our ~~future success or failure can be made. Our~~ ability to ~~achieve~~generate ~~and maintain profitability and positive cash flow is dependent upon:~~ revenues.

~~(i)~~Our ~~our~~plan ~~ability~~of operation calls for significant expenses in connection with the exploration of the New York Canyon Project, which may require us to ~~locate~~obtain financing. We recorded a ~~profitable~~net ~~mineral~~loss ~~property;~~of $384,295 for the three months ended September 30, 2012 and ~~(ii)~~have an accumulated deficit of $22,819,908 since inception. As at September 30, 2012, we had cash of $405,441. For the next twelve months, we have sufficient funds to meet our ~~ability~~annual claim payments, carry out our geochemical sampling program on the New York Canyon project and meet our ongoing reporting obligations. However, we will require additional financing in order to ~~generate~~implement ~~revenues~~the proposed shallow reverse drill program on the Moonlight Property and the test drilling program on the New York Canyon Project. There is no assurance we will be successful in raising such 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 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.

~~Our~~Obtaining ~~plan~~financing ofwould ~~operation~~be ~~calls~~subject ~~for~~to ~~significant~~a ~~expenses~~number ~~in connection with the exploration~~ of ~~the New York Canyon Project~~factors, ~~which may~~ ~~require~~including usthe tomarket ~~obtain~~prices ~~financing. We recorded a net loss of $402,850~~ for the ~~nine months~~mineral ~~ended~~property ~~March~~and ~~31,~~base ~~2012~~ and ~~have an accumulated deficit of $22,240,618 since~~precious ~~inception~~metals. AsThese atfactors ~~March~~may ~~31,~~make ~~2012,~~the ~~we had cash of $893~~timing,~~983.~~ ~~For the next twelve months~~amount, ~~management~~terms ~~anticipates~~or ~~that~~conditions ~~we have sufficient funds to meet our minimum cash requirements to fund our proposed exploration program on the Moonlight Property and to complete Phase One~~ of ~~our exploration program on the New York~~ ~~Canyon Project. However, we will require~~ additional financing inunavailable ~~order~~ to ~~implement~~ the proposed test drilling program on the New York Canyon Project and to meet our ongoing operating expenses due in late 2012. There is no assurance we will be successful in raising such funding or on terms that are acceptable to us. Since our inception, we have ~~been~~used ~~dependent~~our common onstock ~~investment~~to ~~capital~~raise ~~and~~money ~~debt financing~~for ~~from~~our ~~third~~operations ~~parties~~and asfor our ~~primary source of liquidity~~property acquisitions. We ~~anticipate continuing~~have tonot ~~rely~~attained onprofitable ~~sales~~operations ~~of shares of our common stock~~ and ~~loans~~are independent ~~order to~~upon ~~continue~~obtaining financing to ~~fund~~pursue our ~~business~~plan ~~operations. Issuances~~ of ~~additional shares will result in further dilution of our existing shareholders~~operation.

~~Obtaining~~Because ~~financing~~we ~~would~~anticipate beour ~~subject~~operating toexpenses awill ~~number of factors,~~increase ~~including~~prior ~~the market prices for the mineral property and base and precious metals. These factors may make the timing, amount, terms or conditions of additional financing unavailable~~ to ~~us. Since~~ our ~~inception~~earning revenues, we ~~have~~may ~~used~~never ~~our common~~achieve ~~stock to raise money for our operations and for our property acquisitions~~profitability. ~~We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.~~

~~Because~~Prior to completion of our exploration stage, we anticipate that ~~our~~we will incur increased operating expenses ~~will~~without ~~increase~~realizing any revenues. ~~prior~~We therefore expect to ~~our~~incur ~~earning~~significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral properties 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 ~~never~~not be able to ever generate any operating revenues or achieve ~~profitability~~profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

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 properties 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. 8

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 Quarterly 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 included in our Annual Report for the year ended June 30, 2011, 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.

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 Quarterly 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~~Availability ~~marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control~~ and ~~which~~costs ~~cannot be accurately predicted, such as market fluctuations, the lack~~ of ~~milling~~financing; facilities and processing equipment near our mineral properties 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 or copper 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.
InOngoing ~~order~~costs toof ~~maintain~~production; ~~our rights to our mineral properties, we will be required to make annual filings with federal~~ and ~~state regulatory~~ ~~agencies and/or be required to complete assessment work on our mineral properties.~~
InEnvironmental ~~order~~compliance to maintain our rights to our mineral properties, we will be required to make annual filings with federal and state regulatory authorities. In addition, we may be required by federal and/or state legislation or regulations ~~to complete minimum annual amounts of mineral exploration work on our mineral properties. A failure by us to meet the annual maintenance requirements under federal~~ and ~~state laws could cause our rights to our mineral properties to lapse~~restraints.

~~Because~~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 ~~inherent~~lack ~~dangers~~of ~~involved~~milling facilities inand processing equipment near our mineral properties and such other ~~exploration~~factors as government regulations, ~~there~~including isregulations arelating ~~risk~~to ~~that~~allowable production, exporting of minerals, and environmental protection. If we ~~may~~do ~~incur~~not find ~~liability~~a mineral reserve or ~~damages~~define ifa ~~and~~mineral ~~when~~inventory containing gold, silver or copper or if we ~~conduct~~cannot explore the mineral ~~exploration~~reserve, ~~activities.~~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.

~~The~~In ~~search~~order ~~for~~to ~~valuable~~maintain ~~minerals~~our ~~involves~~rights ~~numerous~~to ~~hazards.~~our ~~As a~~mineral ~~result~~properties, ~~if and when~~ we ~~conduct~~will ~~exploration~~be ~~activities~~required ~~we may become subject~~ to ~~liability~~ ~~for~~make ~~such~~annual ~~hazards,~~filings ~~including~~with ~~pollution,~~federal ~~cave-ins~~ and ~~other~~state ~~hazards~~regulatory ~~against~~agencies ~~which we cannot insure~~ and/or ~~against~~be ~~which~~required ~~we may elect not~~ to ~~insure.~~complete ~~The payment~~assessment ofwork ~~such liabilities may have a material adverse effect~~ on our ~~financial~~mineral ~~position~~properties.

IfIn ~~the~~order ~~price~~to ofmaintain ~~base~~our rights to our mineral properties, we will be required to make annual filings with federal and ~~precious~~state ~~metals~~regulatory authorities. ~~declines~~In addition, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on our ~~financial~~mineral properties. A failure by us to meet the annual maintenance ~~condition~~requirements under federal and ~~ability~~state tolaws ~~obtain~~could ~~future~~cause ~~financings~~our ~~will~~rights beto ~~impaired~~our mineral properties to lapse.

~~The~~Because ~~price~~ of ~~base~~the ~~and~~inherent ~~precious~~dangers ~~metals~~involved isin ~~affected by numerous~~mineral ~~factors~~exploration, ~~all~~there ofis ~~which~~a ~~are~~risk ~~beyond our control. Factors~~ that ~~tend~~we tomay ~~cause~~incur ~~the price~~liability ofor ~~base~~damages if and ~~precious~~when we ~~metals~~conduct tomineral ~~decrease~~exploration ~~include the following:~~activities.

~~(a)~~The ~~Sales~~search orfor ~~leasing~~valuable ofminerals ~~base~~involves ~~and~~numerous ~~precious~~hazards. ~~metals~~As a byresult, ~~governments~~if and ~~central~~when ~~banks;~~we ~~(b)~~conduct Aexploration ~~low~~activities ~~rate~~we ofmay ~~inflation~~become ~~and~~subject ato liability ~~strong US dollar; (c) Speculative trading; (d) Decreased demand~~ for ~~base~~such ~~and precious metals industrial~~hazards, ~~jewelry~~including ~~and investment uses; (e) High supply of base and precious metals from production~~pollution, ~~disinvestment,~~cave-ins ~~scrap~~ and ~~hedging; (f) Sales by base and precious metals producers and foreign transactions and~~ other ~~hedging~~hazards against ~~transactions;~~which ~~and~~we ~~(g)~~cannot ~~Devaluing~~insure ~~local~~or ~~currencies~~against ~~(relative~~which towe ~~base~~may ~~and~~elect ~~precious~~not ~~metals price in US dollars) leading~~ to ~~lower~~insure. ~~production~~The payment ~~costs~~of ~~and~~such ~~higher~~liabilities ~~production~~may inhave ~~certain~~a ~~major~~material ~~base~~adverse ~~and~~effect ~~precious~~on ~~metals~~our ~~producing regions~~financial position.

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. 9

If wethe ~~are~~price ~~unable~~of tobase ~~hire~~ and ~~retain~~precious ~~key~~metals ~~personnel~~declines, ~~we may~~our ~~not~~financial becondition ~~able~~and ability to ~~implement~~obtain ~~our~~future ~~business~~financings ~~plan.~~will be impaired.

~~Our~~The ~~success~~price ~~is dependent upon the performance~~ of ~~key~~base ~~personnel working full-time in management, supervisory~~ and ~~administrative~~precious ~~capacities~~metals ~~or as consultants. This~~ is ~~particularly~~affected ~~true~~by ~~in highly technical businesses such as~~numerous ~~mineral~~factors, ~~exploration.~~all ~~These~~of ~~individuals~~which are inbeyond ~~high~~our ~~demand~~control. ~~and~~Factors wethat ~~may~~tend ~~not be able~~ to ~~attract~~cause the price ~~personnel we need. The loss~~ of ~~the~~base ~~services of senior management or key personnel could have a material~~ and ~~adverse~~precious ~~effect~~metals ~~on us, our business and results of operations. Failure~~ to ~~hire~~decrease ~~key~~include ~~personnel~~the ~~when~~following: ~~needed, or on acceptable terms, would have a significant negative effect on our business.~~

As(a) weSales ~~undertake~~or ~~exploration~~leasing of ~~our~~base ~~mineral~~and ~~properties~~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, ~~we will~~jewelry beand ~~subject~~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 ~~compliance~~base ~~with~~and ~~government~~precious ~~regulation~~metals ~~that~~price ~~may~~in ~~increase~~US ~~the anticipated~~dollars) ~~cost~~leading ofto ~~our~~lower ~~exploration~~production ~~program.~~costs and higher production in certain major base and precious metals producing regions.

~~There~~Our ~~are~~business ~~several~~is ~~governmental~~dependent ~~regulations~~on ~~that~~the ~~materially restrict~~price ~~mineral~~of ~~exploration.~~base Weand ~~are required to obtain work permits, post bonds~~precious ~~and~~metals. ~~perform~~We ~~remediation~~have ~~work~~not ~~for~~undertaken ~~any~~hedging ~~physical~~transactions ~~disturbance to the land~~ in order to ~~comply~~protect ~~with~~us ~~these~~from a ~~laws.~~decline Ifin ~~we enter~~ the ~~production~~price ~~phase, the cost~~ of ~~complying~~ ~~with~~base ~~permit~~ and ~~regulatory~~precious ~~environment~~metals. ~~laws~~A ~~will~~decline bein ~~greater because~~ the ~~impact~~price onof base ~~the project area is greater. Permits~~ and ~~regulations~~precious ~~will~~metals ~~control all~~may ~~aspects~~also ofdecrease ~~the~~our ~~production~~ability ~~program~~to ifobtain ~~the~~future financings ~~project continues~~ to ~~that~~fund ~~stage. Examples~~our ofplanned ~~regulatory~~development ~~requirements~~and ~~include:~~exploration programs.

~~(a)~~If ~~Water~~we ~~discharge~~are ~~will~~unable ~~have~~ to ~~meet~~hire ~~drinking water standards; (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~~retain ~~with~~key 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 negativepersonnel, ~~will~~we ~~have~~may not to be ~~re-mediated;~~able ~~and (g) There will have~~ to beimplement anour ~~impact~~business ~~report of the work on the local fauna and flora including a study of potentially endangered species~~plan.

~~There~~Our success is adependent ~~risk~~upon ~~that~~the ~~new~~performance ~~regulations could increase our costs~~ of ~~doing~~key ~~business and prevent us from carrying out our exploration program. We~~personnel ~~will~~working ~~also~~full-time ~~have~~in tomanagement, ~~sustain~~supervisory ~~the cost of reclamation~~ and ~~environmental~~administrative ~~remediation for~~capacities ~~all~~or ~~exploration work undertaken~~as consultants. ~~Both~~This ~~reclamation~~is ~~and~~particularly ~~environmental remediation~~true ~~refer~~in tohighly ~~putting~~technical ~~disturbed~~businesses ~~ground~~such ~~back~~ as ~~close to its original~~ ~~state~~mineral ~~as possible~~exploration. ~~Other~~These ~~potential~~individuals ~~pollution~~are orin ~~damage~~high ~~must~~demand ~~be cleaned-up~~ and ~~renewed~~ ~~along~~we ~~standard~~may ~~guidelines~~not ~~outlined~~be ~~in the usual permits. Reclamation is~~able ~~the~~to ~~process~~attract ~~of bringing~~ the ~~land~~personnel ~~back~~we toneed. ~~its~~The ~~natural~~loss ~~state after completion~~ of ~~exploration~~ ~~activities. Environmental remediation refers to~~ the ~~physical activity~~services of ~~taking~~senior ~~steps to remediate,~~ management or ~~remedy,~~key ~~any~~personnel ~~environmental~~could ~~damage caused.~~have ~~The~~a ~~amount~~material ofand ~~these~~adverse ~~costs~~effect ison ~~not~~us, ~~known~~our ~~at this time as we do not know~~business ~~the~~and ~~extent~~results of ~~the~~operations. ~~exploration~~Failure ~~program~~to ~~that~~hire ~~will~~key bepersonnel ~~undertaken~~when ~~beyond~~needed, ~~completion of~~or ~~the recommended work program. If remediation costs exceed our cash reserves~~on weacceptable ~~may~~terms, bewould ~~unable~~have toa ~~complete~~significant ~~our~~negative ~~exploration~~effect ~~program~~on ~~and have to abandon~~ our ~~operations~~ business.

IfAs we ~~become~~undertake ~~subject~~exploration toof ~~increased~~our ~~environmental~~mineral ~~laws~~properties, ~~and~~we ~~regulation,~~will ~~our~~be ~~operating~~subject ~~expenses~~to compliance with government regulation that may increase the anticipated cost of our exploration program.

~~Our~~There ~~exploration~~are ~~and~~several ~~development~~governmental ~~programs~~regulations that materially restrict mineral exploration. We are ~~regulated~~required byto ~~both US~~obtain ~~Federal~~work permits, ~~California~~post bonds and ~~Nevada~~perform ~~state~~remediation ~~environmental~~work ~~laws~~for ~~that~~any ~~relate~~physical disturbance to the ~~protection~~ ofland ~~air~~in ~~and~~order to ~~water~~comply ~~quality,~~with ~~hazardous~~these ~~waste~~laws. ~~management~~If ~~and~~we ~~mine reclamation.~~enter ~~These~~the ~~regulations~~production ~~will~~phase, ~~impose~~the ~~operating~~cost ~~costs~~of complying onwith ~~us.~~permit Ifand ~~the~~ regulatory environment ~~for~~laws ~~our~~will ~~operations~~be ~~changes~~greater inbecause the aimpact ~~manner~~on ~~that~~the ~~increases costs~~project ofarea ~~compliance~~is ~~and~~greater. ~~reclamation,~~Permits ~~then~~and ~~our~~regulations ~~operating~~will ~~expenses~~control all ~~would~~aspects ~~increase with~~of the ~~result~~production ~~that~~program ~~our~~if ~~financial~~the ~~condition~~project ~~and~~continues ~~operating~~to ~~results~~that ~~could be~~stage. ~~adversely~~Examples ~~affected.~~of regulatory requirements include:

~~There~~(a) ~~has~~Water ~~been~~discharge awill ~~very~~have ~~limited~~to ~~public~~meet ~~trading~~drinking ~~market~~water ~~for~~standards; ~~our securities,~~(b) ~~and~~Dust ~~the~~generation ~~market~~will ~~for~~have ~~our~~to ~~securities~~be ~~may~~minimal ~~continue~~or otherwise re-mediated; (c) Dumping of material on the surface will have to be ~~limited~~re-contoured and re-vegetated with natural vegetation; (d) An assessment of all material to be ~~sporadic~~ ~~and~~left ~~highly~~on ~~volatile.~~the surface will need to be environmentally benign; (e) Ground water will have to be monitored for any potential contaminants;

There is currently a limited public market for our common stock. Our common stock trades in Canada on the TSX Venture Exchange and over the counter in the United States on the OTC Bulletin Board and OTCQB market place. We cannot assure you that an active market for our shares will be established or maintained in the future. The OTC Bulletin Board and OTCQB are not national securities exchanges, and many companies have experienced limited liquidity when traded through these quotation systems. Holders of our common stock may, therefore, have difficulty selling their shares, should they decide to do so. In addition, there can be no assurances that such markets will continue or that any shares, which may be purchased, may be sold without incurring a loss. The market price of our shares, from time to time, may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the shares in the future. 10

In(f) ~~addition,~~The ~~the~~socio-economic ~~market~~impact ~~price~~ of ~~our common stock may be volatile, which could cause~~ the ~~value~~project ofwill ~~our~~have ~~common stock~~ to ~~decline.~~be ~~Securities markets~~evaluated ~~experience significant price~~ and ~~volume~~if ~~fluctuations.~~deemed ~~This market volatility~~negative, aswill ~~well~~have asto ~~general~~be ~~economic~~re-mediated; ~~conditions,~~and ~~could~~(g) ~~cause~~There ~~the~~will ~~market~~have ~~price of~~to ~~our~~be ~~common~~an ~~stock~~impact toreport ~~fluctuate~~of ~~substantially.~~the ~~Many~~work ~~factors~~on ~~that~~the ~~are~~local ~~beyond~~fauna ~~our control~~and ~~may~~flora ~~significantly~~including ~~affect~~a ~~the~~study ~~market price~~ of ~~our~~potentially ~~shares.~~endangered ~~These factors include:~~ species.

(There is a) ~~price~~risk ~~and~~that ~~volume~~new ~~fluctuations~~regulations incould ~~stock~~increase ~~markets;~~our ~~(b)~~costs of ~~changes~~doing inbusiness and prevent us from carrying out our ~~operating~~exploration ~~results;~~program. ~~(c)~~We will ~~any~~also ~~increase~~have into ~~losses~~sustain ~~from~~the ~~levels~~cost ~~expected~~of byreclamation ~~securities~~and ~~analysts;~~environmental ~~(d)~~remediation for ~~changes~~all inexploration ~~regulatory~~work ~~policies~~undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or ~~law;~~damage ~~(e)~~must ~~operating~~be ~~performance~~cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of ~~companies~~bringing ~~comparable~~the land back to ~~us;~~its ~~and~~natural ~~(f)~~state ~~general~~after ~~economic~~completion ~~trends~~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 ~~other~~have ~~external~~to ~~factors~~abandon our operations.

~~Even~~If ifwe anbecome ~~active~~subject ~~market for our common stock is established, stockholders may have~~ to ~~sell~~increased ~~their~~environmental ~~shares~~laws ~~at prices substantially lower than~~and ~~the~~regulation, ~~price~~our ~~they~~operating ~~paid~~expenses ~~for~~may ~~the shares or might otherwise receive than if an active public market existed~~increase.

IfOur weexploration ~~complete~~and adevelopment ~~financing~~programs ~~through~~are ~~the~~regulated ~~sale~~by ofboth US ~~additional~~Federal, California and Nevada state environmental laws that relate to the ~~shares~~protection of ~~our~~air ~~common~~and ~~stock~~water quality, ~~shareholders~~hazardous waste management and mine reclamation. These regulations will ~~experience~~impose ~~dilution~~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.

~~The~~There ~~most~~has ~~likely~~been ~~source~~a ofvery ~~future~~limited ~~financing~~public ~~presently~~trading ~~available to~~market usfor ~~is through the issuance of~~ our ~~common stock. Any sale of share capital~~ ~~will~~securities, ~~result~~and inthe ~~dilution~~market ~~to existing shareholders. The only other anticipated alternative~~ for ~~the~~our ~~financing~~securities ofmay ~~further~~continue ~~exploration would be the offering by us of an interest in our properties~~ to be ~~earned~~limited byand ~~another party or parties~~be ~~carrying~~sporadic ~~out~~and ~~further~~highly ~~exploration thereof, which is not presently contemplated~~volatile.

~~Because~~There is currently a limited public market for our common stock. isOur acommon ~~penny~~ stock, ~~stockholders~~trades in Canada on the TSX Venture Exchange and over the counter in the United States on the OTC Bulletin Board and OTCQB market place. We cannot assure you that an active market for our shares will be ~~more~~established ~~limited~~or maintained in the future. The OTC Bulletin Board and OTCQB are not national securities exchanges, and many companies have experienced limited liquidity when traded through these quotation systems. Holders of our common stock may, therefore, have difficulty selling their ~~ability~~shares, should they decide to ~~sell~~do ~~their~~so. ~~stock~~In addition, there can be no assurances that such markets will continue or that any shares, which may be purchased, may be sold without incurring a loss. The market price of our shares, from time to time, may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the shares in the future.

~~The~~In ~~SEC~~addition, ~~has~~the ~~adopted~~market ~~rules~~price ~~that~~of ~~regulate~~our ~~broker-dealer~~common ~~practices~~stock may be involatile, ~~connection~~which ~~with~~could ~~transactions~~cause inthe ~~penny~~value ~~stocks.~~of ~~Penny~~our ~~stocks~~common ~~are~~stock ~~generally equity~~to ~~securities~~decline. ~~with~~Securities markets aexperience significant price ofand ~~less~~volume ~~than $5~~fluctuations.~~00,~~ ~~other~~This ~~than securities~~market ~~registered~~volatility, onas ~~certain~~well ~~national~~as ~~securities~~general ~~exchanges~~economic orconditions, ~~quoted~~could oncause the ~~Nasdaq~~market price ~~system,~~of ~~provided~~our ~~that~~common ~~current~~stock ~~price~~to ~~and~~fluctuate ~~volume~~substantially. ~~information~~Many ~~with~~factors ~~respect~~that toare beyond our ~~transactions~~control inmay ~~such~~significantly ~~securities~~affect isthe ~~provided~~market byprice ~~the~~of ~~exchange~~our orshares. ~~quotation~~These factors ~~system.~~include:

~~Because~~(a) ~~our~~price ~~securities~~and ~~constitute~~volume ~~"penny~~fluctuations ~~stocks"~~in ~~within~~stock ~~the meaning~~markets; of(b) ~~the~~changes ~~rules,~~in ~~the rules apply to us and to~~ our ~~securities.~~operating ~~The~~results; ~~rules~~(c) ~~may further~~any ~~affect~~increase ~~the~~in ~~ability~~losses offrom ~~owners~~levels ofexpected ~~shares~~by tosecurities ~~sell~~analysts; ~~our~~(d) ~~securities~~changes in ~~any market~~regulatory ~~that~~policies ~~might~~or ~~develop~~law; ~~for~~(e) ~~them.~~operating Asperformance ~~long as the quotation price~~ of ~~our~~companies ~~common stock~~comparable ~~is less than $5.00 per share, the common stock will be subject~~ to ~~Rule 15g-9~~us; ~~under~~and ~~the~~(f) ~~Exchange~~general ~~Act.~~economic ~~The~~trends ~~penny~~and ~~stock~~other ~~rules~~external ~~require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:~~factors.

1.Even ~~contains~~if aan ~~description~~active ~~of the nature and level of risk in the~~ market for ~~penny~~our ~~stocks~~common instock ~~both~~is ~~public~~established, stockholders ~~offerings~~may ~~and~~have ~~secondary trading; 2. contains a description of the broker's or dealer's duties~~ to ~~the~~sell ~~customer~~their ~~and~~shares ofat 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~~substantially ~~penny~~lower ~~stocks and~~ than the ~~significance of the spread between the bid and ask~~ price; 4.they ~~contains~~paid ~~a toll-free telephone number~~ for ~~inquiries on disciplinary actions; 5. defines significant terms in~~ the ~~disclosure~~shares ~~document~~ or inmight ~~the~~otherwise ~~conduct~~receive ofthan ~~trading~~if inan ~~penny~~active public ~~stocks;~~market ~~and 6~~existed. ~~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. 11

~~ITEM~~If 2.we ~~UNREGISTERED~~complete ~~SALES~~a OFfinancing ~~EQUITY~~through ~~SECURITIES~~the ~~AND~~sale ~~USE~~of OFadditional shares ~~PROCEEDS~~of our common stock, shareholders will experience dilution.

OnThe ~~February~~most ~~16,~~likely ~~2012,~~source weof ~~issued~~future anfinancing ~~aggregate~~presently ofavailable to ~~150,000~~us ~~shares~~ is through the issuance of our common stock. Any sale of share capital will result in ~~accordance~~dilution ~~with~~to ~~the~~existing ~~terms~~shareholders. ofThe ~~the~~only ~~assignment~~other ~~agreement~~anticipated ~~dated~~alternative ~~November~~for ~~25,~~the ~~2011.~~financing Ofof ~~the~~further ~~150,000~~exploration ~~shares,~~would ~~75,000~~be ~~shares~~the ~~were~~offering ~~issued~~by us ~~pursuant~~of toan ~~Regulation~~interest Sin ofour ~~the~~properties ~~Securities~~to ~~Act~~be ~~and~~earned ~~75,000~~by ~~shares~~another ~~were~~party ~~issued~~or parties ~~pursuant~~carrying toout ~~Section~~further ~~4(2)~~exploration ofthereof, ~~the~~which ~~Securities~~is ~~Act.~~not presently contemplated.

~~ITEM~~Because 3.our ~~DEFAULTS~~stock ~~UPON~~is ~~SENIOR~~a ~~SECURITIES~~penny stock, stockholders will be more limited in their ability to sell their stock.

~~None~~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.

~~ITEM~~Because 4our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. ~~MINE~~The ~~SAFETY~~rules ~~DISCLOSURE~~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:

~~None~~1. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 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.

~~ITEM~~The 5broker-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. ~~OTHER~~In addition, ~~INFORMATION~~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.

~~None.~~ 12

ITEM 62. ~~EXHIBITS~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference~~None.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation.(6)
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.(8)
3.3	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 131,666,666 shares, par value $0.00001 per share.(11)
3.4	Amended and Restated Bylaws.(14)
4.1	Specimen Stock Certificate.(15)
10.1	Convertible Preferred Stock Purchase Agreement dated July 29, 2004 between the Company and Langley Park Investments PLC.(3)
10.2	Property Option Agreement dated March 18, 2004 among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada Sunrise LLC (New York Canyon Project).(2)
10.3	Lease Agreement dated July 21, 2004 between the Company and Jaycor Mining, Inc.(4)
10.4	Consulting Agreement dated January 6, 2006 between the Company and Kurt Bordian.(5)
10.5	Quitclaim Deed for the New York Canyon Project dated March 12, 2007.(7)

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

Exhibit
Number	Description of Exhibit
10.6	Purchase and Sale Agreement dated August 5, 2010 between Canyon Copper Corp. and ESO Uranium Corp.(9)
10.7	Loan Agreement dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey.(10)
10.8	Promissory Note dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $50,000 (USD).(10)
10.9	Loan Agreement dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey.(11)
10.10	Promissory Note dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).(11)
10.11	Loan Agreement dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey.(12)
10.12	Promissory Note dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).(12)
10.13	Engagement letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.(13)
10.14	Sponsorship Engagement Letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.(13)
10.15	Amended and Restated 2009 Stock Option Plan.(14)
10.16	Agency Agreement dated May 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.(15)
10.17	Stock Repurchase Agreement dated October 20, 2011 between Canyon Copper Corp. and Langley Park Investment Trust plc.(16)
10.18	Assignment Agreement dated November 25, 2011 between Canyon Copper Corp., Metamin Enterprises Inc. and Metamin Enterprises USA Inc.(17)
14.1	Code of Ethics.(1)
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.(1)
99.2	Disclosure Committee Charter.(1)
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

None.

~~Notes:~~ITEM 4. MINE SAFETY DISCLOSURE.

(1)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on August 26, 2003.
(2)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 8, 2004.
(3)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 2004.
(4)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 8, 2004.
(5)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on February 16, 2006.
(6)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 13, 2006.
(7)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 26, 2007.
(8)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 19, 2009.

None.

(9)	Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on September 28, 2010.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 13, 2010.
(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2010.
(12)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 21, 2011.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 31, 2011.
(14)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on May 9, 2011.
(15)	Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on August 15, 2011.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 26, 2011.
(17)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2011.

ITEM 5.

OTHER INFORMATION.

~~SIGNATURES~~Change in Directors and Officers

~~Pursuant~~On toNovember 5, 2012, at our 2012 Annual General Meeting (the ~~requirements~~“AGM”) our shareholders elected three returning directors, being Benjamin Ainsworth, Bryan Wilson and James Yates, to our Board of ~~the~~Directors. Anthony ~~Securities~~R. ~~Exchange~~Harvey, ~~Act~~a previous member of ~~1934~~ our Board of Directors, did not stand for re-election at the ~~registrant~~AGM ~~has~~and ~~duly~~resigned ~~caused~~as ~~this~~our ~~report~~Chairman toand beChief ~~signed~~Executive onOfficer. To ~~its~~fill ~~behalf~~the vacancy caused by ~~the~~ ~~undersigned~~this ~~thereunto~~resignation, ~~duly~~Benjamin ~~authorized.~~Ainsworth was appointed as our Chief Executive Officer.

			CANYON COPPER CORP.
Dated:	May 11, 2012	By:	/s/ Anthony R. Harvey
			ANTHONY R. HARVEY
			Chairman and Chief Executive Officer
			(Principal Executive Officer)
Dated:	May 11, 2012	By:	/s/ Kurt Bordian
			KURT BORDIAN
			Chief Financial Officer and Treasurer
			(Principal Accounting Officer and Principal Financial
			Officer)

Mr. Harvey provided that his resignation as our Chairman and Chief Executive Officer was for personal reasons and was not due to, and was not caused, in whole or in party, by any disagreement with the Company, whether related to the Company’s operations, policies, practices or otherwise.

ITEM 6.

EXHIBITS.

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference.

Exhibit
Number		Description of Exhibit
3.1		Amended and Restated Articles of Incorporation.⁽⁵⁾
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.⁽⁷⁾
3.3		Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 131,666,666 shares, par value $0.00001 per share.⁽¹⁰⁾
3.4		Amended and Restated Bylaws.⁽¹³⁾
10.1		Property Option Agreement dated March 18, 2004 among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada Sunrise LLC (New York Canyon Project).Error! Reference source not found.
10.2		Lease Agreement dated July 21, 2004 between the Company and Jaycor Mining, Inc.⁽³⁾
10.3		Consulting Agreement dated January 6, 2006 between the Company and Kurt Bordian.⁽⁴⁾
10.4		Quitclaim Deed for the New York Canyon Project dated March 12, 2007.⁽⁶⁾
10.5		Purchase and Sale Agreement dated August 5, 2010 between Canyon Copper Corp. and ESO Uranium Corp.⁽⁸⁾
10.6		Loan Agreement dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey.⁽⁹⁾
10.7		Promissory Note dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $50,000 (USD).⁽⁹⁾
10.8		Loan Agreement dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey.⁽¹⁰⁾
10.9		Promissory Note dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).⁽¹⁰⁾
10.10		Loan Agreement dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey.⁽¹¹⁾
10.11		Promissory Note dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).⁽¹¹⁾

Exhibit
Number		Description of Exhibit
10.12		Engagement letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.⁽¹²⁾
10.13		Sponsorship Engagement Letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.⁽¹²⁾
10.14		Amended and Restated 2009 Stock Option Plan.⁽¹³⁾
10.15		Agency Agreement dated May 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.⁽¹⁴⁾
10.16		Stock Repurchase Agreement dated October 20, 2011 between Canyon Copper Corp. and Langley Park Investment Trust plc.⁽¹⁵⁾
10.17		Assignment Agreement dated November 25, 2011 between Canyon Copper Corp., Metamin Enterprises Inc. and Metamin Enterprises USA Inc.⁽¹⁶⁾
10.18		First Amendment to Loan Agreement dated May 17, 2012 between Canyon Copper Corp. and Anthony Harvey for the loan of $50,000 (USD) due on April 1, 2014.⁽¹⁷⁾
10.19		Promissory Note dated May 17, 2012 between Canyon Copper Corp. and Anthony Harvey for the loan of $50,000 (USD) due on April 1, 2014.⁽¹⁷⁾
10.20		First Amendment to Loan Agreement dated May 17, 2012 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN) due on July 1, 2014.⁽¹⁷⁾
10.21		Promissory Note dated May 17, 2012 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN) due on July 1, 2014.⁽¹⁷⁾
10.22		First Amendment to Loan Agreement dated May 17, 2012 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN) due on May 22, 2014.⁽¹⁷⁾
10.23		Promissory Note dated May 17, 2012 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN) due on May 22, 2014.⁽¹⁷⁾
10.24		Termination Agreement dated November 5, 2012 between Canyon Copper Corp. and Anthony Harvey.
14.1		Code of Ethics.⁽¹⁾
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.⁽¹⁾
99.2		Disclosure Committee Charter.⁽¹⁾
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

Notes:
(1)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on August 26, 2003.
(2)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 8, 2004.
(3)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 8, 2004.
(4)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on February 16, 2006.
(5)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 13, 2006.
(6)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 26, 2007.
(7)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 19, 2009.
(8)	Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on September 28, 2010.
(9)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 13, 2010.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2010.

(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 21, 2011.
(12)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 31, 2011.
(13)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on May 9, 2011.
(14)	Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on August 15, 2011.
(15)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 26, 2011.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2011.
(17)	Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on September 28, 2012.

SIGNATURES

Pursuant to the requirements 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.

Dated:	November 6, 2012	By:	/s/ Benjamin Ainsworth
			BENJAMIN AINSWORTH
			Chief Executive Officer and President
			(Principal Executive Officer)

Dated:	November 6, 2012	By:	/s/ Kurt Bordian
			KURT BORDIAN
			Chief Financial Officer and Treasurer
			(Principal Accounting Officer and Principal Financial
			Officer)

Filing Compare · CANYON COPPER CORP.