ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT

THIS AGREEMENT is made as of the 25th day of November, 2011

AMONG:

METAMIN ENTERPRISES INC., of
Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0

(the “Assignor”)

OF THE FIRST PART

AND:

METAMIN ENTERPRISES USA INC., of
Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0

(the “Subsidiary”)

OF THE SECOND PART

AND:

CANYON COPPER CORP., of
Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0

(the “Assignee”)

OF THE THIRD PART

WHEREAS:

A. The Assignor entered into an agreement dated September 20, 2010, as amended on February 18, 2011 and October 31, 2011, (the “Option Agreement”) with Xxxxxx Xxxxxx (the “Optionor”) whereby the Optionor granted the Assignor an option to acquire a 100% undivided interest in certain mineral claims located in Plumas County, California (the “Property”) as more particularly described in the Schedule “A”;

B. The Subsidiary, the Assignor’s wholly owned subsidiary, holds title to those mineral claims set forth in Schedule “B”, which are included in the Property as a result of an area of interest clause in the Option Agreement (the “Area of Interest Claims”); and

C. The Assignor and the Subsidiary wish to assign all of their right, title and interest in and to the Option Agreement and the Area of Interest Claims to the Assignee.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $10.00 paid by the Assignee to the Assignor and the Subsidiary, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ASSIGNMENT

1. The Assignor and the Subsidiary will assign to the Assignee, on the Exchange Acceptance Date, all of its right, title and interest in the Option Agreement, the Area of Interest Claims and all benefits to be derived therefrom.

CONSIDERATION

2. In consideration for the Assignor assigning its interest in the Option Agreement and the Subsidiary assigning title to the Area of Interest Claims to the Assignor, the Assignee shall:

(a)	pay to the Assignor the following cash payments:

	(i)	USD $15,000 on the Exchange Acceptance Date;

	(ii)	USD $25,000 on or before February 18, 2012;

	(iii)	USD $25,000 on or before February 18, 2013;

	(iv)	an annual advanced royalty, which shall be deductible from future royalty payments, of USD $15,000 commencing on February 18, 2014 and payable every year thereafter; and

(b)	issue to the Assignor the following shares of the Assignee’s common stock (the “Shares”):

	(i)	75,000 shares of the Assignee’s common stock on the Exchange Acceptance Date;

	(ii)	75,000 shares of the Assignee’s common stock on or before February 18, 2012;

	(iii)	150,000 shares of the Assignee’s common stock on or before February 18, 2013; and

	(iv)	200,000 shares of the Assignee’s common stock on or before February 18, 2014.

3. As further consideration for the assignment of the Option Agreement and acquisition of the Area of Interest Claims, the Assignee shall reimburse the Assignor, on the Exchange Approval Date, for its expense related to annual maintenance fees and exploration expenses on the Property, which expenses shall not exceed USD $200,000, provided that such expenses are supported by receipts and/or invoices.

4. In the event that the Assignee completes a reverse split of its common stock and the Assignee has issued shares to the Assignor in accordance with this Agreement, the Assignee shall issue additional shares to the Assignor in order for the shares held by the Assignor to equal the number originally issued to the Assignor. Notwithstanding this provision, the Assignee shall not be obligated to issue any additional shares that have been transferred, assigned or sold by the Assignor.

ASSUMPTION OF OBLIGATIONS

5. Upon Closing, the Assignee agrees to be bound by the provisions of the Option Agreement and to assume the obligations thereunder as if it had originally executed the same.

ASSIGNOR’S AND SUBSIDIARY’S REPRESENTATIONS AND WARRANTIES

6. The Assignor and the Subsidiary represent and warrant to and covenant with the Assignee that:

	(a)	Each of the Assignor and the Subsidiary have full corporate power and capacity to enter into this Agreement and this Agreement has been validly authorized, executed and delivered by the Assignor and the Subsidiary;

	(b)	the entering into and the performance of this Agreement and the transactions contemplated herein will not result in the violation of any of the terms and provisions of the constating documents of the Assignor or the Subsidiary, any shareholders’ or directors’ resolutions, or of any indenture, other agreement, written or oral, to which the Assignor or the Subsidiary may be bound or to which it may be subject, or any judgment, decree, order, rule or regulation of any court or administrative body by which the Assignor or Subsidiary are bound, or any statute or regulation applicable to the Assignor or Subsidiary;

	(c)	the Assignor is the lawful owner of, has good legal and beneficial title to, and has the right to assign its interest in the Option Agreement and the Option Agreement is a valid and subsisting agreement;

	(d)	the Subsidiary is the legal and beneficial owner of an undivided l00% interest in and to the Area of Interest Claims;

	(e)	there have been no defaults or acts by the Assignor under the Option Agreement which have or would permit the Optionor to terminate the Option Agreement;

	(f)	to the best of the knowledge of the Assignor after due inquiry, the Property is free and clear of all liens, charges, and encumbrances;

	(g)	to the best of the knowledge of the Assignor after due inquiry, the Optionor is, and on the exercise of the option in the Option Agreement, will be the beneficial owner of and have the right to dispose of and to give good marketable title to the Assignee, in and to the Property, free and clear of all liens, charges and encumbrances;

	(h)	there is no litigation, proceeding or investigation pending or threatened against the Assignor or the Subsidiary or, to the best of the knowledge of each of the Assignor or Subsidiary after due inquiry, the Optionor, the Option Agreement, the Property or the Area of Interest Claims, nor does the Assignor or the Subsidiary know, or have any grounds to know after due inquiry, of any basis for any litigation, proceeding or investigation which would affect the Option Agreement, the Property or the Area of Interest Claims;

	(i)	the Shares will be “restricted securities” within the meaning of the United States Securities Act of 1933 (the “Securities Act”) and will be issued to the Assignor in accordance with Regulation S of the Securities Act. Any certificates representing the Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

		“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

	(j)	the Assignor is not a “U.S. Person” as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person;

	(k)	the Assignor is acquiring the Shares for investment purposes, only, with no present intention of dividing its interest with others or reselling or otherwise disposing of any or all of the Shares; and

	(l)	the Assignor was not in the United States at the time the offer to acquire the Shares was received.

REPRESENTATIONS AND WARRANTIES SURVIVE

7. The representations and warranties of the Assignor and the Subsidiary shall survive the completion of the assignment of the Option Agreement and the Area of Interest Claims. The Assignor and the Subsidiary agree to indemnify the Assignee against any loss or damage sustained by the Assignee, directly or indirectly, by reason of a breach of any of the Assignor’s or the Subsidiary’s warranties or representations. The Assignor and the Subsidiary acknowledge that the Assignee has entered into this Agreement relying on such warranties and representations, and no information which is now known or which may hereafter become known to the Assignee or its officers, directors or professional advisors, will limit or extinguish the right to indemnify hereunder.

ASSIGNEE’S REPRESENTATIONS AND WARRANTIES

8. The Assignee represents and warrants to and covenants with the Assignor that:

	(a)	the Assignee has full corporate power and capacity to enter into this Agreement and this Agreement has been validly authorized, executed and delivered by the Assignee;

	(b)	the entering into and the performance of this Agreement and the transactions contemplated herein will not result in the violation of any of the terms and provisions of the constating documents of the Assignee, any shareholders’ or directors’ resolutions, or of any indenture, other agreement, written or oral, to which the Assignee may be bound or to which it may be subject, or any judgment, decree, order, rule or regulation of any court or administrative body by which the Assignee is bound, or any statute or regulation applicable to the Assignee;

	(c)	there is no litigation, proceeding or investigation pending or threatened against the Assignee nor does the Assignee know, or have any grounds to know after due inquiry, of any basis for any litigation, proceeding or investigation; and

	(d)	upon their issuance, the Shares will be validly issued to the Assignor as fully paid and non-assessable shares in the capital of the Assignee, free and clear of all liens, charges, adverse interests or restrictions on resale other than pursuant to applicable securities laws.

ROYALTY

9. The Assignor will retain a net smelter royalty of 1% (the “Royalty”) in metals extracted from the Property provided however that the Assignee shall have the right to purchase the Royalty at any time upon notice in writing to the Assignor. The agreed purchase price would amount pro rata up to $1,000,000 for all of the Royalty. For clarification such purchase of one half of the Royalty would leave the Optionor with a 0.5% Royalty. In the case of industrial minerals such as aggregates, dimension stone, gemstones, feldspars and micas and other rock forming minerals that may be extracted from the Property a gross over riding royalty of 2.5% of receipts from the sale of said industrial minerals shall be paid to the Assignor in accordance with Schedule “D” of this Agreement.

CONDITIONS PRECEDENT

10. The obligations of the Assignee are subject to:

	(a)	acceptance by the TSX Venture Exchange (the “Exchange”) of any and all filings required to be made with the Exchange in respect of this Agreement and/or the subject matter hereof; and

	(b)	the Assignee obtaining the consent and acknowledgment of the Optionor to the assignment of the Option Agreement and Area of Interest Claims.

CLOSING

11. Closing will take place on the date of acceptance by the Exchange (the “Exchange Acceptance Date”).

12. On the Exchange Acceptance Date:

	(a)	the Assignor and/or the Subsidiary shall deliver the Assignee a Quit Claim Deed or such other documents as the Assignee may reasonable require transferring a 100% interest in and to the Area of Interest Claims to the Assignee, which the Assignee shall be at liberty to record forthwith; and

	(b)	the Assignee shall deliver the Assignor the Payment.

FURTHER ACTS

13. The parties shall execute all further documents or assurances as may be required to carry out the full intent of this Agreement.

NOTICE

14. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, courier or facsimile to such party at the address for such party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered by hand or courier or, if by facsimile, shall be deemed conclusively to be the next business day. Either party may at any time and from time to time notify the other party of a change of address and the new address to which notice shall be given to it thereafter; provided that any such notification shall be delivered in accordance with this section.

PAYMENT

15. All references to monies hereunder will be in United States dollars. All payments to be made to any party hereunder may be made by cheque mailed or delivered to such party to its address for notice purposes as provided herein.

ENTIRE AGREEMENT

16. This Agreement constitutes the entire agreement between the parties and replaces and supersedes all agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or express or implied, statutory or otherwise, between the parties with respect to the subject matter herein.

GENDER

17. Wherever the singular or neuter are used herein the same shall be deemed to include the plural, feminine or masculine.

ENUREMENT

18. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

INDEPENDENT LEGAL ADVICE

19. This Agreement has been prepared by Northwest Law Group acting solely on behalf of the Assignee and the Assignor and the Subsidiary acknowledge that they have been advised to obtain independent legal advice.

COUNTERPART EXECUTION

20. This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

METAMIN ENTERPRISES INC.

/s/ Xxxxxxxx Xxxxxxxxx
_______________________________
By Its Authorized Signatory

METAMIN ENTERPRISES USA INC.

/s/ Xxxxxxxx Xxxxxxxxx
_______________________________
By Its Authorized Signatory

CANYON COPPER CORP.

/s/ Xxxxxxx Xxxxxx
_______________________________
By Its Authorized Signatory

SCHEDULE “A”

Description of Property

Claim Name	CAMC No.	Original Recordation	Recording Date
Xxxxx 1	264419	Plumas County Book 58, page 463	10/14/94
Xxxxx 2	264420	Plumas County Book 58, page 464	10/14/94
Xxxxx 3	264421	Plumas County Book 58, page 465	10/14/94
Xxxxx 4	264422	Plumas County Book 58, page 466	10/14/94
Xxxxx 5	264423	Plumas County Book 58, page 467	10/14/94
Xxxxx 6	264424	Plumas County Book 58, page 468	10/14/94
Xxxxx 7	264425	Plumas County Book 58, page 469	10/14/94
Xxxxx 8	264426	Plumas County Book 58, page 470	10/14/94

SCHEDULE “B”

Description of Area of Interest Claims

(See Attached)

SCHEDULE “C”

Amended and Restated Option Agreement dated October 31, 2011 between Xxxxxx Xxxxxx and Metamin Enterprises Inc.

(See Attached)

Schedule “D”

Gross Overriding Royalty (Industrial Minerals)

CALCULATION & PAYMENT OF GROSS OVER RIDING ROYALTY FOR INDUSTRIAL MINERALS:

1.	In this schedule, “Royalty” means the proceeds for marketable minerals produced from the Property and received by the Assignee from the sale thereof to parties at arm’s length to the Assignee, without any deductions. Parties at arm’s length to this agreement include all parties or associate companies that might deliver some tangible benefit to the Assignee in addition to direct benefit due to the sale of product.

2.	For greater certainty, it is understood that the Assignee may remove reasonable quantities of ore and rock from the Property for the purposes of bulk sampling and of testing, and there shall be no Royalty payable with respect thereto unless revenues are derived therefrom.

3.	The Royalty shall become payable following commencement of Commercial Production.

4.	In this schedule, “Commercial Production” means the commercial exploitation of ore but does not include milling for the purpose of testing or milling or leaching by a pilot plant or during the initial tune-up period of a plant. Commercial Production will be deemed to have commenced:

	(a)	If a plant is located on the Property, on the first day of the month following the first period of thirty (30) consecutive days during which ore has been processed through such plant for not less than fifteen (15) days at an average rate of not less than seventy percent (70%) of the initial rated capacity of such plant; or

	(b)	If no plant is located on the Property, on the first day of the month following the first period of thirty (30) consecutive days during which ore has been shipped from the Property on a reasonably regular basis for the purpose of earning revenue.

5.	The reasonably estimated amount of the Royalty, if any, payable for each quarter year shall be paid within 60 days after the end of the quarter year to which such Royalty relates, accompanied by a statement of net smelter returns for the quarter year. The balance, if any, of the Royalty payable for a full year shall be paid within 90 days after the end of such year, accompanied by a statement of the net smelter return for such year, duly certified by the Assignee’s auditor. Any overpayment made in any year shall be deductible from payments due in any subsequent year(s).

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ASSIGNMENT AGREEMENT

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