Replies to post #8299 on PE pennies

[db7]

your cn_yc, "ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 24, 2013, Canyon Copper Corp. (the “Corporation”) entered into an agreement (the “Agreement”) with Sandfield Resources Ltd. (“Sandfield”) and Sandfield Resources (USA) Inc. whereby the Corporation has agreed to transfer to Sandfield up to a 70% interest in its optioned Moonlight Copper-Porphyry Property. The Moonlight Property is comprised of 307 unpatented claims having an area of approximately 6,300 acres and is located on the northern end of the Walker Lane Belt in Plumas County, California.

Under the terms of the Agreement, Sandfield will earn a 60% interest in the Moonlight Property (the “Initial Interest”) upon:

(a) paying the Corporation $125,000 on TSX Venture Exchange approval of the Agreement;


(b) issuing the Corporation 500,000 common shares on the date Sandfield lists its common shares on the TSX Venture Exchange;


(c) incurring $100,000 of exploration expenditures on or before May 31, 2013;


(d) paying the Corporation $125,000 and incurring an additional $500,000 of exploration expenditures by the second anniversary of the Agreement; and


(e) paying the Corporation $125,000, issuing the Corporation 2,500,000 common shares and incurring an additional $1,000,000 of exploration expenditures by the third anniversary of the Agreement.


Sandfield will be able to earn an additional 10% interest in the Moonlight Property (the “Secondary Interest”) by issuing the Corporation 2,500,000 common shares and incurring an additional $3,000,000 of exploration expenditures by the fifth anniversary of the Agreement. Sandfield will also be responsible for all payments and share issuances required by the underlying option and assignment agreements and paying all BLM claim maintenance fees.

If Sandfield exercises the Initial Interest, the Corporation and Sandfield will form a joint venture for the purpose of carrying out further exploration and development of the Moonlight Property.

The Agreement is conditional upon, among other things, the Corporation obtaining approval from the TSX Venture Exchange.

The above summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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