AMENDMENT
AGREEMENT

     

    THIS
AMENDMENT AGREEMENT is dated and made for reference effective as fully
executed on this 30th day of
April, 2009.

     

    BETWEEN:

     

    AFFINITY
GOLD CORP., a corporation organized under the laws of the State of Nevada
and having an address for notice and delivery located at 7950 Main Street, Suite
217, Maple Grove, Minnesota  55311

     

    (the
“Company”);

     

    OF THE FIRST
PART

     

    AND:

     

    AMR
PROJECT PERU, S.A.C., a corporation organized under the laws of Peru and
having an address for notice and delivery located at Av. Arenales 335, Cercado,
Lima, Peru

     

    (“AMR”);

     

    OF THE SECOND
PART

     

    WHEREAS:

    


    A.           The
parties are each a party to An Asset Purchase Agreement (the “Asset Purchase
Agreement”), dated March 2, 2009, whereby Affinity Gold Corp. (the “Company”)
agreed to pay US$200,000 and to issue 12,000,000 shares of common stock of the
Company to AMR in accordance with the terms and conditions of the Asset Purchase
Agreement as consideration for the acquisition of the mining concession title named “AMR
Project” covering 500 hectares and the physical mining concession certificate as
evidenced by Certificate No. 7996-2006-INACC-UADA granted to AMR by the Republic
of Peru, National Institute of Concessions and Mining Cadastre on December 11,
2006, including all improvements, structures and equipment on and used by AMR on
such mining concession rights (collectively, the “Mining Concession
Rights”), which Mining
Concession Rights are located in the Inambari River Basin of Puno,
Peru;

     

    B.           The closing of the Asset Purchase
Agreement was to be held on April 30, 2009 (the “Closing Date”), or on such
earlier or later Closing Date as may be agreed to in advance and in writing by
each of the Company and AMR, with any extension of the Closing Date being a
maximum of 14 days per extension; and

     

    C.           The
parties have decided to amend the arrangement by changing the structure of the
arrangement from an asset purchase agreement to a share exchange agreement,
whereby AMR will become a wholly owned subsidiary of the Company upon closing of
the share exchange agreement, which will allow the parties to take advantage of
certain tax exemptions under Peruvian tax legislation as well as providing the
Company with a wholly owned Peruvian subsidiary in order to conduct operations
in Peru on the Mining Concession Rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and the mutual agreements
and covenants herein contained (the receipt and adequacy of such consideration
is hereby mutually admitted by each party), the parties hereby covenant and
agree as follows:

     

    1.                      Each
party hereto agrees to terminate the Asset Purchase Agreement that was entered
into between the parties on March 2, 2009, which Asset Purchase Agreement will
no longer have any force and effect.

     

    2.                      Each
party hereto agrees to negotiate in good faith and use its reasonable commercial
efforts to arrive at a mutually acceptable share exchange agreement for
approval, execution, and delivery on the earliest reasonably practicable
date.

     

    3.                      The
Company agrees to pursue its due diligence investigation of AMR’s legal and
beneficial ownership of the Mining Concession Rights in good faith and with
reasonable dispatch.

     

    4.                      Each
party hereto agrees to use its reasonable commercial efforts to effect the
closing of the anticipated share exchange agreement as promptly as is reasonably
practicable.

     

    5.                      Each
party hereto agrees to be solely responsible for and bear all of its own
respective expenses, including, without limitation, expenses of legal counsel
and other advisors, incurred at any time in connection with pursuing or
consummating the anticipated share exchange agreement and the transactions
contemplated therein.

     

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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.                      This
Agreement may be executed in original or counterpart form, delivered by
facsimile or otherwise, and when executed by the parties as aforesaid, shall be
deemed to constitute one agreement and shall take effect as such.

     

    IN WITNESS WHEREOF the parties
have duly executed this Agreement by their duly authorized officers effective
the first day and year written above.

     

    
      
        	
                AMR
      PROJECT PERU, S.A.C.

              
	
                Per:

              
	 
      
	
                /s/ Antonio Rotundo

              
	
                Authorized
      Signatory

              
	 
      
	
                Antonio Rotundo

              
	
                (print
      name and title)

              
	 
      
	
                AFFINITY
      GOLD CORP.

              
	
                Per:

              
	 
      
	
                /s/ Corey Sandberg

              
	
                Authorized
      Signatory

              
	 
      
	
                Corey Sandberg, Secretary and
      Director

              
	
                (print
      name and title)