Unassociated Document


    


    AFFINITY
GOLD CORP.

    7590 Main
Street, Suite 217

    Maple
Grove, MN  55311

    Tel:
(763) 424-4754


    


    May 8,
2009

    


    Antonio
Rotundo

    Av.
Arenales 335

    Cercado,
Lima, Peru

    


    And
to:

    


    AMR Project Peru
S.A.C.

    Av.
Arenales 335

    Cercado,
Lima, Peru

    


    Dear
Sir:

    
      
        	 	 
	
                Re:

              	
                AGREEMENT
      TO CANCEL 26,500,000 SHARES OF COMMON STOCK OF AFFINITY GOLD CORP. (THE
      “COMPANY”) REGISTERED IN THE NAME OF ANTONIO ROTUNDO UPON COMPLETION OF
      THE ACQUISITION BY THE COMPANY OF ALL EXCEPT 1 OF THE ISSUED AND
      OUTSTANDING SHARES OF AMR PROJECT PERU
      S.A.C. (“AMR”)

              
	 	 


      

    

    Subject
to and in accordance with the terms and conditions contained herein, this
binding letter agreement (the “Agreement”) will set forth the understanding,
terms and conditions relating to the cancellation of 26,500,000 of the
27,800,000 shares of common stock of the Company registered in the name of
Antonio Rotundo concurrent with the completion of the share exchange agreement
between the Company, AMR and all the shareholders of AMR (the “Share Exchange
Agreement”), whereby the Company will acquire all except 1 of the issued and
outstanding shares of AMR.  Such cancellation by Antonio Rotundo is to
encourage the Company to enter into the Share Exchange Agreement and to
encourage equity investment into the Company.

    


    1.           Cancellation
of shares.     Mr. Antonio Rotundo hereby agrees
that concurrent with the closing of the Share Exchange Agreement, whereby the
Company will acquire all except 1 of the issued and outstanding shares of AMR,
Mr. Rotundo will voluntarily surrender for cancellation and return to the
Company’s treasury 26,500,000 of the 27,800,000 shares of common stock of the
Company registered in Mr. Rotundo’s name.  In addition, Mr. Rotundo
hereby agrees to provide the Company with an irrevocable stock power of attorney
which will set out the transfer of 26,500,000 shares of the Company’s common
stock from the 27,800,000 shares registered in Mr. Rotundo’s name on share
certificate #0153 to the Company, which Mr. Rotundo will have medallion stamped
by a brokerage house or have his signature guaranteed by a bank or notary public
that is acceptable to the Company and it’s transfer agent.  A copy of
the irrevocable stock power of attorney is attached hereto as Schedule
“A”.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.           Execution
in Counterparts.     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.

     

    3.           Governing
Law.     This Agreement and each of the
documents contemplated by or delivered under or in connection with this
Agreement are governed exclusively by, and are to be enforced, construed and
interpreted exclusively in accordance with the laws of the State of Nevada and
the parties submit and attorn to the jurisdiction of the courts of the State of
Nevada.

    


    Yours
very truly,

    AFFINITY
GOLD CORP.

    


    
      
        	 	 
	
                Per:

              	
                /s/ Corey
      Sandberg

              
	 
      	
                Corey
      Sandberg, Director

              


      

    

    
 

    If Mr.
Antonio Rotundo wishes to accept the terms and conditions set forth above,
please execute this Agreement and fax or scan and e-mail a copy of the executed
Agreement to Jensen Lunny MacInnes Law Corporation, Attention: Michael Shannon
at (604) 684-0916 as well as return an originally signed copy to Jensen Lunny
MacInnes Law Corporation at P.O. Box 12077, 2550 – 555 W. Hastings St.,
Vancouver, BC, Canada  V6B 4N5.  Upon such execution and
return via fax or scan and e-mail, this Agreement shall constitute a binding
agreement upon the parties.

    


     

     

    
      
        	
                /s/
      Antonio Rotundo

              	
                Dated:
      May 8, 2009

              
	
                Antonio
      Rotundo, shareholder of

                Affinity
      Gold Corp.

              	 
      


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule
“A”

    


    


    IRREVOCABLE POWER OF
ATTORNEY TO TRANSFER SHARES

    


    KNOWN
ALL MEN BY THESE PRESENTS, that ANTONIO ROTUNDO

    For No Value Received does
hereby gift unto

    AFFINITY
GOLD CORP.

    


    Twenty-Six Million Five Hundred
Thousand (26,500,000) shares of common stock of Affinity Gold Corp. standing
in name of the undersigned on the share register of Affinity Gold Corp.
represented by Certificate No. 0153 herewith
AND the undersigned does
hereby constitute and appoint Affinity Gold Corp. as his
true and lawful attorney, IRREVOCABLY, for him and in
his name and stead to gift the said stock, and for that purpose to make and
execute all necessary acts of assignment and transfer thereof, and to substitute
one or more persons with like full power, hereby ratifying and confirming all
that his said Attorney or its/his substitute or substitutes shall lawfully do by
virtue hereof.

    


    IN WITNESS WHEREOF, the
undersigned have hereunto set her hand and seal at effective as of the ___ day
of May 2009.

    
      
        	 	 	 	 
	
                SIGNED
      and DELIVERED by

              	 
      	
                )

              	 
      
	
                ANTONIO ROTUNDO in the presence
      of:

              	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
	
                Witness

              	 
      	
                )

              	
                ANTONIO
      ROTUNDO

              
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	
                Address

              	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 
      	 
      	
                )

              	 
      
	 	 	)	 


      

    

     

    

      
        

      

    

    The
signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions) or by a notary
public with all contact details provided for the guarantor.