CNYC- FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 13, 2011
Date of Report (Date of earliest event reported)
CANYON COPPER CORP.
(Exact name of registrant as specified in its charter)
N/A
(Former name or former address if changed since last report)
NEVADA 000-33189 88-0454792
(State or other jurisdiction of incorporation) (Commission File Number) (IRS 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Brokered Foreign Private Placement
On July 13, 2011 Canyon Copper Corp. (the “Company”) issued 2,164,071 units at a price of CDN $0.35 per unit for total proceeds of CDN $757,424.85 (the “Brokered Foreign Private Placement”). MGI Securities Inc. acted as lead agent for the Brokered Foreign Private Placement. The issuance was completed pursuant to the provisions of Regulation S of the Securities Act of 1933 (the “Act”). The Company did not engage in a distribution of this offering in the United States. Each of the subscribers represented that they were not a US person as defined in Regulation S of the Act and that they were not acquiring the shares for the account or benefit of a US person.
Each unit consists of one share of the Company’s common stock and one-half of one non-transferable share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of the Company 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.
Non-Brokered Foreign Private Placement
The Company also issued 857,142 units at a price of CDN $0.35 for gross proceeds of CDN $300,000 to a company owned by Anthony Harvey, Chairman, CEO and a director of the Company. The units issued under the non-brokered foreign private placement are on the same terms as those issued under the Brokered Foreign Private Placement. This issuance was completed pursuant to the provisions of Regulation S of the Act. The Company did not engage in a distribution of this offering in the United States. The subscriber represented that it was not a US person as defined in Regulation S of the Act and that it was not acquiring the shares for the account or benefit of a US person.
SECTION 7 – REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
News Release dated July 18, 2011
Attached as Exhibit 99.2 to this report, and incorporated by reference herein, is a news release issued by the Company on July 18, 2011. The news release announces that the Company’s shares of common stock have commenced trading on the TSX Venture Exchange under the symbol “CNC”.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act except as shall be expressly set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description of Exhibit
99.1 News Release dated July 15, 2011.
99.2 News Release dated July 18, 2011.
SIGNATURE
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 hereunto duly authorized.
CANYON COPPER CORP.
Date: July 18, 2011
By: /s/ Anthony Harvey
Anthony Harvey
Chief Executive Officer
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OTCBB: CNYC
CANYON COPPER COMPLETES BROKERED PRIVATE PLACEMENT
AND FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
VANCOUVER, BC, July 15, 2011 – Canyon Copper Corp. (“Canyon”) (OTCBB:CNYC) is pleased to announce that it has completed its brokered private placement offering by issuing 2,164,071 units at a price of CDN $0.35 per unit for total proceeds of CDN $757,424.85 (the “Brokered Private Placement”). MGI Securities Inc. acted as lead agent for the brokered private placement. Canyon has also closed the final tranche of its non-brokered private placement offering (the “Non-Brokered Private Placement”) by issuing 857,142 units at a price of CDN $0.35 for gross proceeds of CDN $300,000 to a company owned by Anthony Harvey, Chairman, CEO and a director of Canyon.
Each unit consists of one share of Canyon’s common stock and one-half of one non-transferable share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of Canyon at a price of CDN $0.50 per share until January 13, 2013, in respect of the Brokered Private Placement, and January 8, 2013, in respect of the Non-Brokered Private Placement. Subject to the terms and conditions of the warrants, Canyon may accelerate the expiry date of the warrants if Canyon’s shares close at a price equal to or greater than CDN $0.60 for 10 consecutive trading days. If Canyon elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after Canyon sends out the notice of acceleration.
Under the Brokered Private Placement, Canyon paid commissions of CDN $45,445.49 and issued non-transfer options to purchase an aggregate of 129,844 units at a price of CDN $0.35 per unit to the selling group members. Canyon did not pay any finders’ fees under the Non-Brokered Private Placement.
The securities sold pursuant to Brokered Private Placement and the Non-Brokered Private Placement may only be resold pursuant to Regulation S of the U.S. Securities Act, an effective registration statement under the U.S. Securities Act or pursuant to an another exemption from registration of the U.S. Securities Act. Under Canadian securities laws, the shares, including the shares issuable on exercise of warrants, are subject to restrictions on transfer until November 14, 2011, in respect of the Brokered Private Placement, and November 9, 2011, in respect of the Non-Brokered Private Placement .
Proceeds of the private placement offerings will be used to fund Canyon’s exploration program on the New York Canyon Project as well as for general working capital and corporate purposes.
The above does not constitute an offer to sell or a solicitation of an offer to buy any of Canyon’s securities in the United States. The securities have not been registered under the U.S. Securities Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available .
About Canyon Copper
Canyon's New York Canyon Property is located in the New York Canyon area of the Santa Fe Mining District, Mineral County, Nevada. The project hosts oxide and sulphide copper bearing mineralization outlined by historical operators. The most advanced of these zones is the Longshot Ridge copper oxide deposit. This zone has not been completely outlined and remains partially open. The Copper Queen mineralized zone is located approximately three kilometres west of Longshot Ridge and hosts copper and molybdenum sulphide mineralization. Several additional mineralized areas identified throughout the New York Canyon property have yet to be explored.
On behalf of the Board of Directors,
“Anthony Harvey”
CANYON COPPER CORP.
Anthony Harvey, Chairman and CEO
Suite 408 – 1199 West Pender Street • Vancouver, B.C. • V6E 2R1
TEL (604) 331-9326 • FAX (604) 684-9365
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This News Release may contain, in addition to historical information, forward-looking statements. These forward-looking statements are identified by their use of terms and phases such as “believe,” “expect,” “plan,” “anticipate” and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from Canyon's expectations, and expressly does not undertake any duty to update forward-looking statements. These factors include, but are not limited to the following, Canyon's ability to obtain additional financing, geological, mechanical or difficulties affecting Canyon's planned geological work programs, uncertainty of estimates of mineralized material and other factors which may cause the actual results, performance or achievements of Canyon to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
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TSXV: CNC
OTCBB: CNYC
CANYON COPPER CORP COMMENCES TRADING TODAY AS TIER ONE COMPANY ON
TSX VENTURE EXCHANGE WITH SYMBOL “CNC”
VANCOUVER, BC, July 18th, 2011 – Canyon Copper Corp. (the “Company”) (TSX-V: CNC) (OTCBB:CNYC) is pleased to announce that following completion of its brokered private placement financing (see News Release dated July 15, 2011) the Company’s shares of common stock have been accepted for trading at the opening Monday, July 18, 2011 under the symbol “CNC” on the TSX Venture Exchange. The Company will be classified as a Tier 1 Mining Issuer on the TSX Venture Exchange.
Phase I Exploration Program
The Company plans to commence phase I of its exploration program on the New York Canyon Project in July, 2011. The exploration program will involve the following:
Re-assaying the 2006 drill program Longshot Ridge drill pulps, duplicate samples, blank samples and standards by an independent ISO 17025 certifiable laboratory to determine proper quality assured copper values for these samples.
Revise Longshot Ridge resource estimate incorporating the additional information from the re-assayed values of the 2006 drill and systematic road cut samples.
Apply for permits to drill on and around the Longshot Ridge and adjacent copper oxide targets.
Apply for permits to drill the Copper Queen and Champion target areas.
Assess potentials of copper oxide systems similar to the Longshot Ridge at the nearby Power Line and Buffington mine workings.
Initiate further work on metallurgical testing and environmental base line studies for the Longshot Ridge deposit.
Project Summary
The New York Canyon property is located 30 miles (48 km) east of Hawthorne, Nevada. It consists of 21 patented claims covering 420 acres (170 hectares) of which 18 are leased, and 1,293 unpatented mining claims covering approximately 25,860 acres (10,781 hectares) for a total area of approximately 42 sq. miles. For the Longshot Ridge target, the Company has obtained an indicated mineral resource estimate, at a cut-off grade of 0.2% copper, of 16,250,000 tons at an average grade of 0.43% Cu, and an inferred mineral resource estimate, at cut-off grade of 0.2% copper, of 2,900,000 tons at an average grade of 0.31% Cu (see National Instrument 43-101 (“NI 43-101”) Technical Report filed on SEDAR on May 6, 2010 and news release dated May 3, 2010).
Qualified Person
Mr. Ainsworth, P. Eng, BC, with Licence #8648 and the President of the Company, is a Qualified Person as defined by NI 43-101 and has reviewed and approved the contents of this news release.
On behalf of the Board of Directors,
“Anthony Harvey”
CANYON COPPER CORP.
Anthony Harvey, CEO and President
Suite 408 – 1199 West Pender Street • Vancouver, B.C. • V6E 2R1
TEL (604) 331-9326 • FAX (604) 684-9365
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Cautionary Statement Regarding Forward Looking Information
This News Release may contain, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are identified by their use of terms and phases such as “believe,” “expect,” “plan,” “anticipate” and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties and other factors that could cause actual results to differ materially from the Company's expectations, and expressly does not undertake any duty to update forward-looking statements. These factors include, but are not limited to the following, the Company's ability to obtain additional financing, the Company’s ability to complete the planned exploration program on the New York Canyon Project, uncertainty of estimates of mineralized material and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Cautionary Note to U.S. Investors Regarding Estimates of Measured, Indicated and Inferred Resources
This News Release uses the terms “measurer”, “indicated” and “inferred” “resources.” We advise U.S. investors that while these terms are recognized and required by Canadian regulations, the SEC does not recognize them. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estates of “inferred mineral resources” may not form the basis of a feasibility study or prefeasibility studies, except in rare cases. The SEC normally only permits issuers to report mineralization that does not constitute “reserves” as in-place tonnage and grade without reference to unit measurers. The term “contained copper pounds” used in this News Release is not permitted under the rules of the SEC. U.S. investors are cautioned not to assume that any part or all of a measurer, indicated or inferred resource exists or its economically or legally mineable.
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