UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: November
30, 2011



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission File Number:   000-53267



IRONWOOD
GOLD CORP.

(Name of registrant as specified in its charter)



|Nevada                                                 |  | 74-3207792            
|------------------------------------------------------ |  | ----------------------
|(State or Other Jurisdiction of                        |  | (I.R.S. Employer      
|Incorporation or Organization)                         |  | Identification Number)
|                                                       |  |                       
|123 West Nye Ln., Ste. 129
        Carson City, Nevada |  | 89706                 
|(Address of Principal Executive Offices)               |  | (Zip Code)            



|                                                     | (888) 356-4942 | 
|---------------------------------------------------- | -------------- | 
|(Registrant’s telephone number, including area code)
|                                                     |                | 

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

| | YES  x |  | NO   ̈
| | ------ |  | -----



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).

| | YES   ̈ |  | NO   ̈
| | ------ |  | -----



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



| ̈ | Large accelerated filer |  ̈ | Accelerated filer |  ̈ | Non-accelerated filer
        (Do not check if smaller reporting company) | x | Smaller reporting company
|- | ----------------------- | - | ----------------- | - | ------------------------------------------------------------------------- | - | -------------------------



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

| | YES   ̈ |  | NO  x
| | ------ |  | -----



Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.



|Class                         |  | Outstanding at January 22, 2012
|----------------------------- |  | -------------------------------
|Common stock, $.001 par value |  | 6,199,977                      









IRONWOOD GOLD CORP.

FORM 10-Q



INDEX

|                                                                                                                                                                                      | PAGE
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I—FINANCIAL INFORMATION                                                                                                                                                          |     
|                                                                                                                                                                                      |     
|Item 1.  Financial Statements                                                                                                                                                         | 1   
|                                                                                                                                                                                      |     
|Condensed Balance Sheets as of November 30, 2011 (Unaudited) and August 31, 2011 (Audited)                                                                                            | 1   
|                                                                                                                                                                                      |     
|Condensed Statements of Operations for the three month periods ended November 30, 2011 and 2010 and for the period from January 18, 2007 (inception) to November 30, 2011 (Unaudited) | 2   
|                                                                                                                                                                                      |     
|Condensed Statements of Cash Flows for the three month periods ended November 30, 2011 and 2010 and for the period from January 18, 2007 (inception) to November 30, 2011 (Unaudited) | 3   
|                                                                                                                                                                                      |     
|Notes to Financial Statements (Unaudited)                                                                                                                                             | 4   
|                                                                                                                                                                                      |     
|Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                        | 17  
|                                                                                                                                                                                      |     
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                                                                                   | 19  
|                                                                                                                                                                                      |     
|Item 4.  Controls and Procedures                                                                                                                                                      | 19  
|                                                                                                                                                                                      |     
|PART II—OTHER INFORMATION                                                                                                                                                             | 21  
|                                                                                                                                                                                      |     
|Item 1.  Legal Proceedings                                                                                                                                                            | 21  
|                                                                                                                                                                                      |     
|Item 1A.  Risk Factors                                                                                                                                                                | 21  
|                                                                                                                                                                                      |     
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                  | 21  
|                                                                                                                                                                                      |     
|Item 3.  Defaults Upon Senior Securities                                                                                                                                              | 21  
|                                                                                                                                                                                      |     
|Item 4.  Removed and Reserved                                                                                                                                                         | 21  
|                                                                                                                                                                                      |     
|Item 5.  Other Information                                                                                                                                                            | 21  
|                                                                                                                                                                                      |     
|Item 6.  Exhibits                                                                                                                                                                     | 21  
|                                                                                                                                                                                      |     
|Signature Page                                                                                                                                                                        | 22  
|                                                                                                                                                                                      |     
|Certifications                                                                                                                                                                        |     
|Exhibit 31.1                                                                                                                                                                          |     
|Exhibit 31.2                                                                                                                                                                          |     
|Exhibit 32                                                                                                                                                                            |     







FORWARD-LOOKING STATEMENTS

This Report on
Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations,
assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements
may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,”
“believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar
terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations
and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described
in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures,
earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case
could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes
in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation,
and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk
Factors” in our Annual report on Form 10-K for the fiscal year ended August 31, 2011, filed on November 29, 2011.

As used in this
Form 10-Q, “we,” “us,” and “our” refer to Ironwood Gold Corp., which is also sometimes referred
to as the “Company.”

YOU SHOULD NOT
PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING
STATEMENTS

The forward-looking
statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made
in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made
or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report,
including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially
different from what we expect or hope.









PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.



|Ironwood Gold Corp            
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                



|                                                                             |  | As at  30 November 2011 (Unaudited) |            | As at  31 August 2011
|---------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | ---------------------
|                                                                             |  | $                                   |            | $                    
|                                                                             |  |                                     |            |                      
|Assets                                                                       |  |                                     |            |                      
|                                                                             |  |                                     |            |                      
|Current                                                                      |  |                                     |            |                      
|Cash and cash equivalents                                                    |  |                                     | 36,990     |                      
|Prepaid expenses                                                             |  |                                     | -          |                      
|                                                                             |  |                                     |            |                      
|Total Current Assets                                                         |  |                                     | 36,990     |                      
|                                                                             |  |                                     |            |                      
|Mineral properties(Note 2 and 3)                                             |  |                                     | 120,000    |                      
|                                                                             |  |                                     |            |                      
|                                                                             |  |                                     | 156,990    |                      
|Liabilities                                                                  |  |                                     |            |                      
|                                                                             |  |                                     |            |                      
|Current                                                                      |  |                                     |            |                      
|Accounts payable and accrued expenses(Note 5)                                |  |                                     | 346,347    |                      
|Convertible promissory note, net of discount of $47,961 at 30 November, 2011 |  |                                     | 502,039    |                      
|Total Current Liabilities                                                    |  |                                     | 848,386    |                      
|                                                                             |  |                                     |            |                      
|Long Term                                                                    |  |                                     |            |                      
|Convertible promissory note, net of discount of $60,365 at 31 August, 2011   |  |                                     | -          |                      
|                                                                             |  |                                     |            |                      
|Total Liabilities                                                            |  |                                     | 848,386    |                      
|                                                                             |  |                                     |            |                      
|Stockholders’ Deficiency                                                     |  |                                     |            |                      
|Common stock (Note 8)                                                        |  |                                     |            |                      
|Authorized                                                                   |  |                                     |            |                      
|25,000,000 common shares, par value $0.001                                   |  |                                     |            |                      
|Issued and outstanding                                                       |  |                                     |            |                      
|30 November 2011– 6,199,960 common shares                                    |  |                                     |            |                      
|31 August 2011 – 6,199,960 common shares                                     |  |                                     | 124,008    |                      
|Capital in excess of par value                                               |  |                                     | 2,603,288  |                      
|Subscriptions received                                                       |  |                                     | 60,000     |                      
|Deficit accumulated during exploration stage                                 |  |                                     | (3,478,692 | )                    
|                                                                             |  |                                     |            |                      
|Total Stockholders’ Deficiency                                               |  |                                     | (691,396   | )                    
|                                                                             |  |                                     |            |                      
|Total Liabilities and Stockholders’ Deficiency                               |  |                                     | 156,990    |                      



The accompanying
notes are an integral part of these financial statements.



1







|Ironwood Gold Corp            
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(Unaudited)                   



|                                                             |  | For the three months ended 30 November 2011 |           | For the three months ended 30 November 2010 |  | For the period from the date of inception on 18 January 2007 to 30 November 2011
|------------------------------------------------------------ |  | ------------------------------------------- | --------- | ------------------------------------------- |  | --------------------------------------------------------------------------------
|                                                             |  | $                                           |           | $                                           |  |                                                                                 
|                                                             |  |                                             |           |                                             |  |                                                                                 
|Expenses                                                     |  |                                             |           |                                             |  |                                                                                 
|Exploration                                                  |  |                                             | 82,650    |                                             |  |                                                                                 
|General and administrative                                   |  |                                             | 182,374   |                                             |  |                                                                                 
|Impairment loss on mineral property                          |  |                                             | -         |                                             |  |                                                                                 
|                                                             |  |                                             |           |                                             |  |                                                                                 
|Total Operating Expenses                                     |  |                                             | 265,024   |                                             |  |                                                                                 
|                                                             |  |                                             |           |                                             |  |                                                                                 
|Other (income) expense                                       |  |                                             |           |                                             |  |                                                                                 
|Forgiveness of debt                                          |  |                                             |           |                                             |  |                                                                                 
|Interest expense                                             |  |                                             | 13,770    |                                             |  |                                                                                 
|Total other (income) expense                                 |  |                                             | 13,770    |                                             |  |                                                                                 
|                                                             |  |                                             |           |                                             |  |                                                                                 
|Net Loss                                                     |  |                                             | 278,794   |                                             |  |                                                                                 
|                                                             |  |                                             |           |                                             |  |                                                                                 
|Basic and diluted loss per common share                      |  |                                             | (0.04     | )                                           |  |                                                                                 
|Weighted average number of common shares - Basic and diluted |  |                                             | 6,199,960 |                                             |  |                                                                                 



The accompanying notes are an integral part of these financial
statements.







2







|Ironwood Gold Corp            
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Unaudited)                   



|                                                                       |  | For the three months ended 30 November
2011 |          |   | For the three months ended 30 November  2010 |  |            | For the period from the date of inception on 18 January 2007 to 30 November 2011 | 
|---------------------------------------------------------------------- |  | ------------------------------------------- | -------- | - | -------------------------------------------- |  | ---------- | -------------------------------------------------------------------------------- | 
|                                                                       |  | $                                           |          |   | $                                            |  |            | $                                                                                | 
|Cash flows used in operating activities                                |  |                                             |          |   |                                              |  |            |                                                                                  | 
|Net loss for the period                                                |  |                                             | (278,794 | ) |                                              |  | (1,212,258 | )                                                                                | 
|Adjustments to reconcile loss to net cash used by operating activities |  |                                             |          |   |                                              |  |            |                                                                                  | 
|Amortization of debt discount                                          |  |                                             | 12,404   |   |                                              |  |            |                                                                                  | 
|Stock issued for services                                              |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Vesting of stock options                                               |  |                                             | 28,806   |   |                                              |  | -          |                                                                                  | 
|Impairment loss on mineral property acquisition costs                  |  |                                             | -        |   |                                              |  | 617,000    |                                                                                  | 
|Forgiveness of debt – other income                                     |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Contributions to capital by related party – expenses                   |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Changes in operating assets and liabilities:                           |  |                                             |          |   |                                              |  |            |                                                                                  | 
|Due to related parties                                                 |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Prepaid expenses                                                       |  |                                             | 25,000   |   |                                              |  | -          |                                                                                  | 
|Increase in accounts payable and accrued expenses                      |  |                                             | 17,697   |   |                                              |  | 143,705    |                                                                                  | 
|Net cash flows used in operating activities                            |  |                                             | (194,887 | ) |                                              |  | (356,533   | )                                                                                | 
|Cash flows used in investing activities                                |  |                                             |          |   |                                              |  |            |                                                                                  | 
|Acquisition of mineral property interest (Note 3)                      |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Net cash flows used in investing activities                            |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|                                                                       |  |                                             |          |   |                                              |  |            |                                                                                  | 
|Cash flows from financing activities                                   |  |                                             |          |   |                                              |  |            |                                                                                  | 
|Payment on note payable for mineral property                           |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Demand loan                                                            |  |                                             | -        |   |                                              |  | (100,000   | )                                                                                | 
|Proceeds from convertible promissory note                              |  |                                             | -        |   |                                              |  | -          |                                                                                  | 
|Common shares issued for cash (Note 8)                                 |  |                                             | -        |   |                                              |  | 315,000    |                                                                                  | 
|Subscriptions received (Note 8)                                        |  |                                             | -        |   |                                              |  | 30,000     |                                                                                  | 
|Net cash flows provided by financing activities                        |  |                                             | -        |   |                                              |  | 245,000    |                                                                                  | 
|Increase (decrease) in cash and cash equivalents                       |  |                                             | (194,887 | ) |                                              |  | (111,533   | )                                                                                | 
|Cash and cash equivalents, beginning of period                         |  |                                             | 231,877  |   |                                              |  | 201,068    |                                                                                  | 
|Cash and cash equivalents, end of period                               |  |                                             | 36,990   |   |                                              |  | 89,535     |                                                                                  | 
|Supplemental Disclosures with Respect to Cash Flows (Note 10)          |  |                                             |          |   |                                              |  |            |                                                                                  | 





The accompanying notes
are an integral part of these financial statements.





3







1.Nature
and Continuance of Operations



The Company, Ironwood Gold Corp. (formerly Suraj Ventures,
Inc.), was incorporated under the laws of the State of Nevada on 18 January 2007, with the authorized common stock of 25,000,000
shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing mineral properties.  On
6 October 2009, the Company formed a wholly-owned subsidiary in the State of Nevada named “Ironwood Gold Corp”. On
8 October 2009, the Company merged with its wholly-owned subsidiary, Ironwood Gold Corp. and the name of the merged entity was
change to Ironwood Gold Corp.

The Company is an exploration stage
company. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived during the exploration stage.

The financial statements of the
Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
applicable to exploration stage enterprises. In the opinion of management, all adjustments considered necessary for a fair presentation
of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The Company’s fiscal year end is 31 August.

Going Concern

These financial statements as at
30 November 2011, and for the three months then ended have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business. The Company had a net loss for the
three months ended 30 November 2011, of $278,794 (2010 –$1,212,258, cumulative –$3,478,692) and had working capital
deficit of $811,396 at 30 November 2011 (31 August 2011 - $71,773).

Management cannot provide assurance
that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity
capital. Management believes that the Company will be able to raise additional capital to continue operating and maintaining its
business strategy during the fiscal year ending 31 August 2011. However, if the Company is unable to raise additional capital in
the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations,
liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements
do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.



2.Significant
Accounting Policies



The following is a summary of significant
accounting policies used in the preparation of these financial statements.



Basis of presentation



The accounting and reporting policies of the Company conform
to accounting principles generally accepted in the United States of America applicable to exploration stage enterprises (“GAAP).



Cash and cash equivalents



Cash and cash equivalents include
highly liquid investments with original maturities of three months or less.





4







Financial instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and amounts
due to related parties. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant
interest or credit risks rising from these financial instruments. The fair values of these financial instruments approximate their
carrying values, unless otherwise noted.

Mineral property costs

The Company has been in the
exploration and development stage since its formation on 18 January 2007 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of mining properties.

Mineral property acquisition costs
are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and
it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production
method over the estimated life of the probable reserve.

Mineral property exploration costs
are expensed as incurred.

Estimated future removal and
site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs,
which include production equipment removal and environmental remediation, are estimated each period by management based on current
regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or
the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated
provision amounts as incurred.

As of the date of these financial
statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition
and exploration costs (Note 3).

Although the Company has taken
steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage
of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject
to prior agreements or transfers and title may be affected by undetected defects.

Reclamation costs

The Company’s policy for
recording reclamation costs is to record a liability for the estimated costs to reclaim mined land by recording charges to production
costs for each tonne of ore mined over the life of the mine. The amount charged is based on management’s estimation of reclamation
costs to be incurred. The accrued liability is reduced as reclamation expenditures are made. Certain reclamation work is performed
concurrently with mining and these expenditures are charged to operations at that time. To date the Company has not incurred any
reclamation costs.

Long-lived assets

The carrying value of long-lived
assets, including mineral property costs, is reviewed on a regular basis for the existence of facts or circumstance that may suggest
impairment. The Company recognized an impairment when the sum of the expected undiscounted future cash flows is less than the carrying
amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated
fair value.

Derivative financial instruments

The Company has not, to the date
of these financial statements, entered into derivative instruments.



5







Income taxes

Deferred income taxes are reported
for timing differences between items of income or expense reported in the financial statements and those reported for income tax
purposes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and
credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes
for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than
not.

Basic and diluted net loss per
share

The Company presents both basic
and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method
and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all potentially dilutive shares if their effect is anti-dilutive.

Foreign currency translation

The Company’s functional
and reporting currency is in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated using
the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial
statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Reclassification

Certain prior period amounts have
been reclassified to conform with current period presentation.

Use of estimates

The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenditures during the reporting period. Actual results could differ from these estimates.

Recent Accounting Pronouncements

The Company does not expect
the adoption of any recent accounting pronouncements to have a material impact on its financial statements.



3.Mineral
Properties



Falcon Mine Property



On 2 February 2011, the Company entered into an acquisition
agreement (the “Falcon Agreement”) for an interest in the prospective gold-silver project known as the Falcon Mine
Property with the signing of a 2-year lease agreement which included a 50% earn-in Joint Venture agreement option. The property
consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.





6







The Falcon Agreement calls for cash payments of $225,000
by 1 September 2012, issuance of 75,000 shares of common stock by 28 January 2011, issuance of another 75,000 shares of common
stock by 30 November 2011, and a minimum of 8 drill holes by 30 November 2012 with 4 holes completed by 30 November 2011. As of
30 November 2011, the Company had paid $75,000, and had issued the initial 75,000 shares of its common stock.



Cobalt Canyon Gold Project



On 28 October 2009, the Company entered into an acquisition
agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”)
whereby the Company acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon
Gold Project, in the Chief District, located in Lincoln County, Nevada (the “Property”). The acquisition agreement
called for cash payments of $755,000 and the issuance of an aggregate of 853,750 shares of our common stock (Note 8) and the completion
of exploration expenditures of $2,800,000 as detailed below. Previously, Gold Canyon Partners LLP (“GC”) and KML entered
into an option agreement (the “Option Agreement”) dated 31 January 2009 wherein KML acquired an exclusive option to
acquire the Property from GC. KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment
Agreement”) dated 15 April 2009. The Company would obtain all right, title and interest from KML and IMC pursuant to
the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment
Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth
in the Option Agreement.



|          |  | Payments $ |         |  | Shares |  |         | Exploration Expenditures $ | 
|--------- |  | ---------- | ------- |  | ------ |  | ------- | -------------------------- | 
|2009      |  |            | 465,000 |  |        |  | 853,750 |                            | 
|2010      |  |            | 50,000  |  |        |  | -       |                            | 
|2011      |  |            | 80,000  |  |        |  | -       |                            | 
|2012      |  |            | 100,000 |  |        |  | -       |                            | 
|2013-2019 |  |            | 75,000  |  |        |  | -       |                            | 
|          |  |            |         |  |        |  |         |                            | 
|          |  |            | 755,000 |  |        |  | 853,750 |                            | 







On 30 November 2009 the Company entered
into a purchase agreement with KML whereby the Company acquired certain rights in an additional 32 unpatented placer mining claims
located at the Cobalt Canyon Gold Project in Lincoln County, Nevada. As a result of the purchase agreement, the Cobalt Canyon
Gold Project will encompass a total of 696 acres in the Chief or Caliente mining district of southeastern Nevada.  The
Company had issued 25,000 shares of our common stock and a cash sum of $65,000 was payable in consideration for the assignment
of the rights(Note 8).On August 26, 2010, KML agreed to the cancellation of 747,500 shares
(Note 8), including these 25,000 shares.







The Company had commenced the work program planned for
the Cobalt properties, based on the recommended exploration program identified in the 43-101 compliant
technical report on the properties, and to date had made exploration expenditures of approximately $617,575 on the property.
After analyzing the drilling results the Company performed an impairment analysis and determined that the related acquisition cost
for the Cobalt Canyon Gold Project was impaired. Therefore, an impairment loss of $617,575 representing the Company’s total
investment in the Cobalt Canyon Gold Project property was recorded on 28 February 2011.



In a related transaction
the Company reached an agreement with certain creditors to forgive in total $560,000 owed them for debt related to the acquisition
of theCobalt Canyon Gold Project.



7







Haystack Property and Rock Creek
Properties



On 1 December 2009 the Company
entered into an assignment agreement (the “Assignment Agreement”) with KML whereby the Company had the option to acquire
an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property located in Pershing
County, Nevada (the “Haystack Property”). The Company agreed to issue an aggregate of 500,000 shares of our common
stock valued at $10,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest
in the Haystack Property as follows: 425,000 shares and $255,000 to KML and 75,000 shares and $45,000 to Teck CO, LLC (“Teck”).Previously, KML and Teck entered into an option agreement (the “Haystack Option Agreement”) dated 26 October
2009 wherein KML acquired an exclusive option to acquire the Haystack Property from Teck. The Company would obtain all right, title
and interest to the Haystack Property from KML and Teck pursuant to the terms of the Assignment Agreement, subject to certain of
the terms and conditions of the Haystack Option Agreement, including the right of Teck to certain royalties payments and the right
of Teck to earn-in to the Haystack Property by making certain expenditures related to the exploration and development of the Haystack
Property. On August 26, 2010 KML agreed to the cancellation of 747,500 shares (Note 8), including these 425,000 shares.



On 7 December 2009 the Company
entered into an assignment agreement (the “Rock Creek Assignment Agreement”) with KML whereby the Company had the option
to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property located
in Elko County, Nevada (the “Rock Creek Property”). The Company agreed to issue an aggregate of 350,000 shares of our
common stock valued at $7,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and
interest in the Rock Creek Property as follows: 297,500 shares and $255,000 to KML and 52,500 shares and $45,000 to Teck.
Previously, KML and Teck entered into an option agreement (the “Rock Creek Option Agreement”) dated 26 October 2009
wherein KML acquired an exclusive option to acquire the Rock Creek Property from Teck. The Company would obtain all right, title
and interest to the Rock Creek Property from KML and Teck pursuant to the terms of the Rock Creek Assignment Agreement, subject
to certain of the terms and conditions of the Rock Creek Option Agreement, including the right of Teck to certain royalties payments
and the right of Teck to earn-in to the Rock Creek Property by making certain expenditures related to the exploration and development
of the Rock Creek Property. On August 26, 2010 KML agreed to the cancellation of 747,500 shares (Note 8), including these 297,500
shares.



The Company was working on 43-101
compliant technical reports on both the Haystackand Rock Creek properties and had completed exploration related expenditures
of approximately $175,000 on the Haystack and $283,000 on the Rock Creek properties when on November 24, 2010, Teck provided written
notice that they had unilaterally terminated the Assignment Agreements. We disputed this unilateral termination due to force majeure
events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced. However, due
to the ongoing dispute and the fact that we were not allowed access to those properties, the Company performed an impairment analysis
and determined that the related acquisition costs for the Haystack and Rock Creek properties were impaired. Therefore, an impairment
loss of $617,000 representing the Company’s total investment in the Haystack and Rock Creek properties was recorded on November
30, 2010.



Cherry Creek Property



In November 2010 the Company entered into a Letter of
intent to acquire the prospective gold property at Cherry Creek. The Company incurred $15,785 in acquisition costs and an additional
$2,500 in exploration costs before deciding to abandon the property. As a result, the Company recorded an impairment loss of $15,785.



4.Forgiveness
of debt



During the year ended 31 August
2011 the Company negotiated the forgiveness of debts owed to seven creditors totaling $587,030. On November 29, 2011, the Company's
Chief Executive Officer, Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011 (this was recorded as
forgiveness of debt in the 31 August 2011 financial statements).



8







5.Accounts Payable
and Accrued Expenses



Accounts payable and accrued expenses are non-interest
bearing, unsecured and have settlement dates within one year.



6.Related
Party Transactions



In connection with his appointment to our Board of Directors,
on 18 July 2011, Mr. Borozdin was issued 5,000 shares of our common stock (post stock split) pursuant to that certain Restricted
Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed January 26, 2011.



On 31 July 2011, we issued to Behzad Shayanfar, our Chief
Executive Officer, Interim Chief Financial Officer and a member of our Board of Directors, 1,250,000 shares of our common stock
(post stock split), par value $0.001, as consideration for services provided to the Company.



In connection with his appointment to our Board of Directors,
on 31 August 2011, Mr. Brill was issued 5,000 shares of Company common stock (post stock split) pursuant to that certain Restricted
Stock Award Agreement attached as an exhibit to our Current Report on Form 8-K filed August 31, 2011.



During the three months ended 30 November 2011, an officer
and director of the Company made contributions to capital for management fees in the amount of $Nil (2010 – Nil, cumulative
– $33,000), rent in the amount of $Nil (2010 – Nil, cumulative – $10,200) and for telephone expenses $Nil (2010
- Nil cumulative $5,100) (Notes 6 and 11).



Included in accounts payable at 30 November 2011, is $50,000
due to the Company’s CEO for management fees and unreimbursed expenses.



On November 29, 2011, the Company's Chief Executive Officer,
Behzad Shayanfar, agreed to forgive $60,000 of salary accrued to August 31, 2011



7.Convertible
Promissory Note



On 16 August 2011, the Company received $550,000 from an
investor for a convertible promissory note, 1,375,000 warrants to purchase shares of the Company’s common stock (exercise
price of $0.60, expiring 5 years from the date of issuance), and 220,000 shares of the Company’s common stock. This note
matures on November 16, 2012, and has an interest rate of 10% per annum, simple interest, payable quarterly. After the maturity
date, the interest rate increases to 16% per annum. This note is secured by all of the assets of the Company. Additionally, the
conversion price is $0.40 per share (post share split).



The Company calculated the fair value of the warrants and
common stock to be $26,427 (using the Black-Scholes model) and $44,000 (using the closing trading price of the stock on 16 August
2011), respectively. The relative fair values allocated to the warrants, common stock (and additional paid-in-capital), and debt
were as follows:  warrants - $23,427; common stock (and additional paid-in-capital) - $39,005; debt - $487,568. Accordingly,
a discount was created on the debt of $62,432, which will be amortized to interest expense over the life of the debt. Debt discount
amortization as of 30 November 2011 was $14,471. Accrued interest on the note was $1,594 as of 30 November 2011.



8.Capital
Stock



Authorized



The total authorized capital is 25,000,000 common shares
with a par value of $0.001 per common share.



9







Issued and outstanding



The total issued and outstanding capital stock is 6,199,960
common shares with a par value of $0.001 per common share.



On 8 August 2007, Company completed a private placement
consisting of 5,000,000 post split common shares sold to directors and officers for a total consideration of $2,000.



On 31 August 2007, the Company completed a private placement
of 1,925,000 post split common shares for a total consideration of $38,500.



On October 26, 2009, two directors gifted back to treasury
for cancellation a total of 90,000 (4,500,000 post split) restricted common shares. The cancellation of these share resulted in
the issued and outstanding share capital being reduced from 138,500 (6,925,000 post split) common shares to 48,500 (2,425,000 post
split) common shares before the forward split of the common shares on October 27, 2009.



Effective 27 October 2009, the Company completed a 50 to
1 forward stock split. The authorized share capital remained unchanged at 500,000,000 common shares with the same par value of
$0.001. Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of shares
outstanding have been adjusted to reflect this stock split on a retroactive basis.



On 28 October 2009, 853,750 common shares of the Company,
valued at $17,075, were issued as partial settlement of an acquisition agreement to acquired an undivided 100% right, title and
interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County,
Nevada (Note 3).



On 30 November 2009,25,000
common shares of the Company, valued at $500, were issued as partial settlement of a purchase agreement
to acquire certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada.On
August 26, 2010, KML agreed to the cancellation of these 25,000 shares (Note 3).



On 1 December 2009 the Company
entered into the Assignment Agreement with KML whereby the Company have the option to acquire an undivided 100% right, title and
interest in and to certain mineral claims known as the Haystack Property and issued an aggregate of 500,000 shares of our common
stock valued at $10,000.On August 26, 2010, KML agreed to the cancellation of 425,000 of these shares(Note 3).



On 7 December 2009 the Company
entered into the Rock Creek Assignment Agreement with KML whereby the Company has the option to acquire an undivided 100% right,
title and interest in and to certain mineral claims known as the Rock Creek property and issued an aggregate of 350,000 shares
of our common stock valued at $7,000.On August 26, 2010, KML agreed to the cancellation of 297,500 of these shares(Note 3).



On 13 January 2010, the Company completed a private
placement and issued 233,710 common shares of the Company at a price of $5.00 per common share (post share split). The Company
issued 130,710 of these common shares for net cash proceeds of $638,550, being gross proceeds of $653,550 less share issue costs
of $15,000. In addition the Company issued 103,000 of these shares to pay $515,000 of the $1,025,000 debt owed KML under the mineral
property acquisition agreements (Note 3).



On August 26, 2010, Kingsmere Mining Ltd. agreed to the
cancellation of 747,500 shares of the Company’s common stock. The Shares were issued to Kingsmere pursuant to the following
agreements: 20,000 shares of Common Stock pursuant to the Purchase Agreement, dated November 30, 2009, by and between Kingsmere
and the Company; 425,000 shares of Common Stock issued to Kingsmere pursuant to the Assignment Agreement, dated December 1, 2009,
by and between Kingsmere and the Company; and 297,500 shares of Common Stock issued to Kingsmere pursuant to the Assignment Agreement,
dated December 7, 2009, by and between Kingsmere and the Company. Except for the cancellation of the Shares noted above, the agreements
are still in full force and effect.



10







On 27 August 2010, the Company issued 200,000 Units for
gross proceeds of $200,000, of a private placement of 1,000,000 Units offered at $1.00 per unit of the Company’s securities.
Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common
stock of the Company at an exercise price of $1.40 per share for a period of 24 months. The 200,000 warrants were valued using
the Black-Scholes model. Based on this valuation, a fair value of $96,677 was assigned to the warrants, using a relative fair value
approach, considering the shares of common stock with which they were issued.



On 3 September 2010, the Company completed a private placement
and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post
share split)of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1
warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of
24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,124 was
assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.



On 28 September 2010, the Company completed a private placement
and issued 15,000 Units for gross proceeds of $15,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post
share split)of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1
warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of
24 months. The 15,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $7,251 was assigned
to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.



On 30 September 2010, the Company issued 5,000 common shares
to a member of its Advisory board for services of the Company valued at $1.00 per common share (post share split)for a total consideration
of $5,000.



On 8 October 2010, the Company completed a private placement
and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post
share split)of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1
warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of
24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,133 was
assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.



On 13 October 2010, the Company completed a private placement
and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post
share split)of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1
warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of
24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,231 was
assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.



On 19 October 2010, the Company completed a private placement
and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post
share split)of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share and 1
warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of
24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,421 was
assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.



11







On 16 March 2011, the Company issued
75,000 common shares to Robert Wyllie in accordance with an acquisition agreement dated 2 February 2011, for an interest in the
prospective gold-silver project known as the Falcon Mine Property. The property consists of 6 patented claims and 60-100 newly
staked claims that join the patented claims on which the mine is situated.



On 15 June 2011, the Company completed
a private placement and issued 125,000 Units for gross proceeds of $125,000, of a private placement of 1,000,000 Units offered
at $1.00 per unit of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share
(post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per
share for a period of 24 months.



On July 18, 2011, the Company issued 20,000 shares under
Restricted Stock Award Agreement (the “Agreement”) dated January 24, 2011, with Anton S. Borozdin, whereby Mr. Borozdin
will serve as a director of the Company. Pursuant to the Agreement, Mr. Borozdin received five thousand (5,000) shares of Company
common stock in connection with his service as a director. The transaction was valued at $4,000 being the trading price of the
Company’s shares on January 24, 2010, $0.80 per share (post share split) multiplied by the number of shares issued 5,000.



On July 31, 2011, the Company issued 1,250,000 shares
to Behzad Shayanfar, the Company's current Chief Executive Officer, Interim Chief Financial Officer and a member of the Company's
Board of Directors, as consideration for services provided to the Company. The transaction was valued at $250,000 being the trading
price of the Company’s shares on July 31, 2011, $0.20 per share (post share split) multiplied by the number of shares issued
1,250,000.



On August 5, 2011 the Company issued 10,000 shares in
exchange for amounts owed by the Company to a supplier for services provided in November 2011. The transaction was valued at $9,257
being the amount owed.



On August 16, 2011 the Company issued 200,000 shares
to a consultant for services. The transaction was valued at $40,000 being the trading price of the Company’s shares on August
16, 2011, $0.20 per share(post share split) multiplied by the number of shares issued 200,000.



On August 16, 2011 the Company issued 220,000 shares
under a secured promissory note agreement (Note 8). The transaction was valued at $44,000 being the trading price of the Company’s
shares on August 16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 220,000.



On August 24, 2011 the Company issued 150,000 shares
to a consultant for services. The transaction was valued at $30,000 being the trading price of the Company’s shares on August
16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 150,000.



On August 31, 2011, Ironwood Gold Corp., a Nevada corporation
(the "Company"), entered into a Restricted Stock Award Agreement (the "Agreement") with Keith P. Brill, in
connection with his service as a director of the Company. Pursuant to the Agreement, Mr. Brill will receive five thousand (5,000)
shares of Company common stock. The transaction was valued at $1,000 being the trading price of the Company’s shares on August
31, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 5,000.



Effective 28 October 2011, the Company completed a 20
to 1 reverse stock split. The authorized share capital changed to 25,000,000 common shares with the same par value of $0.001 (post
share split). Unless otherwise noted, all references herein to number of shares, price per share or weighted average number of
shares outstanding have been adjusted to reflect this stock split and the 50 to 1 forward stock split effective 27 October 2009,
described above (“post splits”) on a retroactive basis (Note 8).



12







Subscriptions received



On November 24, 2010, the Company received $60,000 as partial
payment on the private placement of 60,000 Units for gross proceeds of $60,000, of a private placement of 1,000,000 Units offered
at $1.00 per unit (post share split)of the Company’s securities. Each Unit consists of 1 share of common stock, par value
$0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per
share for a period of 24 months.



Stock Options

The Company has a stock option
plan whereby the Board of Directors is authorized to grant options to a rolling ceiling of 10% of the issued and outstanding common
shares of the Company.

Options to purchase common shares
have been granted to directors at exercise prices determined by reference to the market value on the date of the grant. The terms
of the option and the option price are fixed by the directors at the time of grant subject to price restrictions imposed by the
TSX Venture Exchange. Stock options awarded have a maximum term of ten years.



On 20 April 2010, the Company granted an aggregate of 312,500
incentive options to various directors and officers of the Company. The options vest evenly, at the end of each calendar quarter,
over five years beginning on June 30,2010. The weighted average exercise price of the options is $0.31 each and they are exercisable
until April 20, 2020.625,000 options were vested at 30 November 2010.



The weighted average grant-date fair value for these options
was $1,800,400. During the year ended 31 August 2011, 212,500 options were forfeited and on 30 November 2011, 100,000 options were
outstanding. 30,000 options were vested at 30 November 2011. The aggregate intrinsic value of options outstanding and exercisable
at 31 November 2011, was $0.



Stock-based
compensation expense



Options granted
to directors and officers of the Company are accounted for using the Black-Scholes option pricing model and recoded as the options
vest. The exercise price of the options is $0.31 each and they are exercisable until April 20, 2015. The fair value of stock options
vested at 31 August 2011, was $172,800 ($5.76 each), as estimated at the date of grant using the Black-Scholes option pricing model.



The Company uses historical data to estimate option exercises
and employee termination in the option pricing model. The expected term of options granted is derived from the output of the option
pricing model and represents the period of time that options granted are expected to be outstanding. The expected volatilities
are based on the historical volatility of the Company's traded stock and other factors. The following table shows the assumptions
used and weighted average fair value for grants in the year ended 31 August 2010 (no options issued in fiscal year 2011).



|Expected annual dividend rate                |  |   | 0.00  | %
|-------------------------------------------- |  | - | ----- | -
|Weighted average exercise price              |  | $ | 6.20  |  
|Risk-free interest rate                      |  |   | 3.25  | %
|Average expected life (years)                |  |   | 10    |  
|Expected volatility of common stock          |  |   | 98.43 | %
|Forfeiture rate                              |  |   | 0.00  | %
|Weighted average fair value of option grants |  | $ | 5.76  |  



The Company recorded share-based compensation expense only
for those options that are expected to vest. The estimated fair value of the stock options is amortized over the vesting period
of the respective stock option grants.



13







Warrants



As at November 30, 2011, and August
31, 2011, the following share purchase warrants were outstanding and exercisable:



|Expiry
Date |  |   | Exercise
Price |  |  |  | 30-Nov-11 |  |  | 31-Aug-11
|----------- |  | - | -------------- |  |  |  | --------- |  |  | ---------
|27-Aug-12   |  | $ | 1.40           |  |  |  | 200,000   |  |  | 200,000  
|3-Sep-12    |  | $ | 1.40           |  |  |  | 50,000    |  |  | 50,000   
|28-Sep-12   |  | $ | 1.40           |  |  |  | 15,000    |  |  | 15,000   
|8-Oct-12    |  | $ | 1.40           |  |  |  | 50,000    |  |  | 50,000   
|13-Oct-12   |  | $ | 1.40           |  |  |  | 100,000   |  |  | 100,000  
|24-Nov-12   |  | $ | 1.40           |  |  |  | 100,000   |  |  | 100,000  
|11-Jun-13   |  | $ | 1.40           |  |  |  | 125,000   |  |  | 125,000  
|16-Aug-16   |  | $ | 0.60           |  |  |  | 1,375,000 |  |  | 1,375,000
|            |  |   |                |  |  |  | 2,015,000 |  |  | 2,015,000



Share purchase warrant transactions
and the number of share purchase warrants outstanding and exercisable are summarized as follows:



|                                 |  | 30-Nov-11          |           |  | 31-Aug-11                         |  
|-------------------------------- |  | ------------------ | --------- |  | --------------------------------- | -
|                                 |  | Number of Warrants |           |  | Weighted  Average  Exercise Price |  
|Outstanding, beginning of period |  |                    | 2,015,000 |  |                                   | $
|Issued                           |  |                    | -         |  |                                   |  
|Exercised                        |  |                    | -         |  |                                   |  
|Expired                          |  |                    | -         |  |                                   |  
|Outstanding, end of period       |  |                    | 2,015,000 |  |                                   | $



9.Income
Taxes



The Company has cumulative net operating
loss carry forwards of $3,115,010 (deficit accumulated during the exploration stage of $3,478,692, less cumulative expense related
to the vesting of incentive stock options of $363,682). The related deferred tax asset of approximately $1,059,000 has been fully
offset by a valuation allowance as we have determined it unlikely that the Company will be able to use these losses to offset future
taxable income. These net operating losses will begin to expire in 2026.



14







10.Supplemental
Disclosures with Respect to Cash Flows





|                                             |  |  | For the period
 from the date of
 inception on 18
 January 2007 to
 30 November
 2011 |  |  |  | For the three
 months ended
 30 November
 2011 |  |  |  | For the three
 months ended
 30 November
 2010 | 
|-------------------------------------------- |  |  | ------------------------------------------------------------------------------------- |  |  |  | ---------------------------------------------- |  |  |  | ---------------------------------------------- | 
|                                             |  |  | $                                                                                     |  |  |  | $                                              |  |  |  | $                                              | 
|                                             |  |  |                                                                                       |  |  |  |                                                |  |  |  |                                                | 
|Cash paid during the period for interest     |  |  | -                                                                                     |  |  |  | -                                              |  |  |  | -                                              | 
|Cash paid during the period for income taxes |  |  | -                                                                                     |  |  |  | -                                              |  |  |  | -                                              | 



Supplemental disclosures of noncash investing and financing
activities:



On 28 October 2009 the Company issued 853,750 common shares,
valued at $17,075, as partial settlement of an acquisition agreement to acquired an undivided 100% right, title and interest in
and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada
(Note 3 and 9).



On 30 November 2009 the Company issued 25,000 common
shares, valued at $500, as partial settlement of a purchase agreement to acquire certain rights in 32
unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada (Note 3 and 9).



On 13 January 2010, the Company completed a private
placement and issued 103,000 common shares at $5.00 per share (post share split) in exchange for the cancellation of $515,000 owed
KML (Note 3 and 9).



On 1 December 2009 the Company issued 500,000 common
shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral
claims known as the Haystack Property located in Pershing County, Nevada (Note 3 and 9).



On 7 December 2009 the Company issued 350,000 common
shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral
claims known as the Rock Creek property located in Elko County, Nevada (Note 3 and 9).



On 13 January 2010, the Company completed a private
placement and issued 103,000 common shares at $5.00 per share (post share split) in exchange for the cancellation of $515,000 owed
KML (Note 3 and 9).



During the year ended 31 August 2010, the Company issued
stock for cash and warrants. The relative fair value allocated to the 200,000 warrants and recorded to additional paid in capital,
was $96,677.



On 30 September 2010, the Company issued 5,000 common
shares to a member of its Advisory board for services to the Company valued at $1.00 per common share (post share split) for a
total consideration of $5,000.



On 15 December 2010, the Company issued a note payable
for $40,000 for a mineral property acquisition payment.



On 28 February 2011, the Company issued 5,000 common
shares to a member of its board of directors for services to the Company valued at $0.80 per common share for a total consideration
of $4,000.



On 16 March, 2011, the Company issued 75,000 shares
of common stock as consideration for a mineral property acquisition payment of $45,000.



On 5 August 2011, the Company issued 10,000 shares of
common stock for accounts payable of $9,257.



15







During the year ended 31 August 2011, the Company negotiated
the forgiveness of debts owed to seven creditors totaling $587,030. $525,000 of this amount related to payables for mineral property
that existed at 31 August 2010; $35,000 related to a note payable recorded in fiscal year 2011; and $27,030 related to accounts
payable.



Since the Company’s inception, related parties
have contributed $48,300 to capital in the form of management fees, rent, and telephone expenses.



During the year ended 31 August 2011, the Company issued
stock for cash and warrants. The relative fair value allocated to the 1,815,000 warrants and recorded to additional paid in capital,
was $233,896.



11.      Commitments

The Company has outstanding and
future commitments under mineral property agreements (Note 3).



16





Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.



The following discussion should be read
in conjunction with our financial statements and notes thereto included elsewhere in this quarterly report. Forward-looking statements
are statements not based on historical information and which relate to future operations, strategies, financial results, or other
developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant
business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.
We disclaim any obligation to update forward-looking statements.



Overview



Ironwood Gold Corp., formerly
known as Suraj Ventures, Inc., was incorporated on January 18, 2007 under the laws of the State of Nevada under the name Suraj
Ventures, Inc. for the purpose of acquiring, exploring and developing mineral properties.  On October 27, 2009, we changed
our name to Ironwood Gold Corp.



We are a mineral exploration
stage company building a portfolio of exploration properties containing known deposits of gold. We have targeted several prospective
locations in Nevada, where approximately 80% of all gold in America is produced today.



On January 25, 2011, we
entered into a lease agreement with The Falcon Group Claims (“Falcon”) for the development of a gold-silver mining
project known as the Falcon Mine Property (the “Falcon Property”) located in the northern end of the Carlin Trend gold
belt in Nevada (the “Lease”). The Lease includes an earn-in joint venture agreement option, to be negotiated by the
parties, for further development of the Falcon Property. Such joint venture option is exercisable anytime on or before November
30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease. The Falcon Property consists
of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated. In accordance
with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4)
drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property. In September 2011,
we announced that Snowden Mining Industry Consultants Inc. has commenced the 2011 field exploration program on the Falcon Property.
Results of this initial program are expected by the end of February 2012 and are focused on locating prime drill sites for subsequent
testing for a potential Carlin-type gold horizon.



The Lease calls for cash
payments of $225,000 by September 1, 2012, issuance of 75,000 shares of common stock by January 28, 2011, issuance of another 75,000
shares of common stock by November 30, 2011, and a minimum of 8 drill holes by November 30, 2012, with 4 holes completed by November
30, 2011. As of November 30, 2011, we had paid $75,000, and had issued the initial 75,000 shares of our common stock to Falcon.
We are currently in negotiations with Falcon regarding an extension to our obligations under the Lease.















17







Background



On October 27,
2009, we effected a 50-for-1 forward stock split. Effective October 28, 2011, we completed a 1-for-20 reverse stock split of
both our authorized and issued and outstanding shares of our common stock. As a result of the reverse split, our authorized
share capital is now 25,000,000 shares of common stock, with the same par value of $0.001. Unless otherwise noted, all
references to share info contained in this Form 10-Q are to figures and numbers post-reverse stock split.



We expect to continue to
incur operating losses in the near future as we initiate mining exploration operations at our property through the remainder of
2012. We have funded our operations primarily through sales of our common stock and debt offerings, including most recently the
issuance of a $550,000 secured convertible promissory note to Alpha Capital Anstalt in August 2011. We intend to explore for undiscovered
deposits on these properties and to acquire and explore new properties, all with the view to enhancing the value of such properties.



Our ability to satisfy
the cash requirements of our mining development and exploration operations will be dependent upon future financing. No assurance
can be made that that additional financing will be obtained.



Critical Accounting Policies

The preparation
of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires
management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting periods.

The discussion
and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates
used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Annual
Report on Form 10-K for the year ended August 31, 2011. As of, and for the three months ended November 30, 2011, there have been
no material changes or updates to our critical accounting policies.

Results of Operations

The following discussion
of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction
with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended
August 31, 2011, filed on November 29, 2011.

Comparison of three month periods ended
November 30, 2011 and November 30, 2010



During the three month
periods ended November 30, 2011 and November 30, 2010, we earned no revenues.



For
the three month periods ended November 30, 2011 and November 30, 2010, we incurred a net loss of $278,794 and $1,212,258, respectively.This
decrease for the period ended November 30, 2011 is primarily attributed to decreases in an impairment loss on mineral property
(2011 - $Nil 2011; 2010 - $617,000).



Period from inception, January 18, 2007 to November 30, 2011



Since
inception, we have an accumulated deficit during the exploration stage of $3,478,692.We expect to continue to incur losses
as a result of expenditures for general and administrative activities while we remain in the exploration stage.



18







Liquidity and Capital Resources



As of November 30, 2011,
we had approximately $36,990 in cash and a working capital deficiency of $(811,396) including $346,347 in accounts
payable and accrued expense.



For
the three month period ended November 30, 2011, we used net cash of $194,887in operations and used net cash of $Nil in
investing activities.  Net cash used in operating activities reflected an increase in accounts payable and accrued expenses
of $17,697.  For the three months ended November 30,
2011, we had $Nil in net cash flow provided by financing activities.



On August 16, 2011, we
entered into a Subscription Agreement (the “Agreement”) with Alpha Capital Anstalt, a foreign entity (the “Investor”)
in connection with the private offering and issuance of (i) a $550,000 secured convertible promissory note (the “Note”),
such Note convertible, at the option of the Investor, into shares of our common stock, par value $0.001, at a conversion price
of $0.40 per share (post stock split); (ii) a warrant to purchase up to 1,375,000 shares of common stock (post stock split) at
an exercise price of $0.60 per share (post stock split) (the “Warrant”), such Warrant expiring five (5) years from
the date of issuance, and (iii) 220,000 shares of common stock (post stock split) (the “Shares”). The Note is senior
to any and all of our indebtedness and is secured substantially by all of our assets in accordance with the terms and conditions
of the Security Agreement with the Investor dated August 16, 2011. The Note carries an interest rate of 10% per annum (increases
to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.



Our current cash requirements
are significant due to planned exploration and development of current projects, and we anticipate generating losses. In order to
execute on our business strategy, including the exploration and development of our current mining properties, we will require additional
working capital, commensurate with the operational needs of our planned drilling projects and obligations.  Accordingly, we
expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset
base and fund exploration and development of our properties.



Such working capital will
most likely be obtained through equity or debt financings until such time as we reach the production stage.  There are no
assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be
available on any terms when needed. Any failure to secure additional financing may force us to cease our operations.



Off-Balance Sheet Transactions

There are no off-balance
sheet transactions.

Item 3. Quantitative and Qualitative
Disclosures About Market Risk.

We are a smaller
reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures



We carried out an evaluation,
under the supervision and with the participation of our management, including our Principal Executive Officer who is also our Principal
Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules
13a-15(e) or 15d-15(e)) as of November 30, 2011 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal
Executive Officer, who is also our Principal Financial Officer, concluded that our disclosure controls and procedures are not effective
as of November 30, 2011 in ensuring that information required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange
Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses.
A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of our interim financial statements will not be prevented or
detected on a timely basis.



19







In performing the above-referenced
assessment, our management identified the following material weaknesses:



·     Our
Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee
and our Board of Directors has not identified an “expert,” one who is knowledgeable about reporting and financial
statements requirements, to serve on the Audit Committee.



·We
have limited segregation of duties which is not consistent with good internal control procedures.



·We
do not have a written internal control procedurals manual which outlines the duties and reporting requirements of our officers
and directors. This lack of a written internal control procedurals manual does not meet the requirements of the SEC for good internal
controls.



·     There
are no effective controls instituted over financial disclosure and the reporting processes.



Our management feels the
weaknesses identified above, being the latter three, have not had any material affect on our financial results. Our management
will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Audit
Committee to advise other members as to correct accounting and reporting procedures.



We will endeavor to correct
the above noted weaknesses in internal control once we have adequate funds to do so. Appointing independent members and using the
services of an expert on the Audit Committee will greatly improve the overall performance of the Audit Committee. With the addition
of other Board Members and staff, the segregation of duties issue will be addressed and will no longer be a concern to management.
Having a written policy manual outlining the duties of each of our officers and staff will facilitate better internal control procedures.



Our management will continue
to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting
on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary
and as funds allow.



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.



Changes in Internal Controls Over Financial
Reporting



There were no changes in
our internal controls over financial reporting that occurred during the three months ended November 30, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control
system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are
met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
any company have been detected.

20







PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds.

None.



Item 3. Defaults Upon Senior Securities.

None.

Item 4. [Removed and Reserved].

Item 5. Other Information.

Effective January
20, 2012, we received the resignation of Mr. Anton S. Borozdin as a member of the Company’s Board of Directors.

Item 6. Exhibits.

The following exhibits are included as
part of this report by reference:

|Exhibit Number |  | Name                                                                                                                                                                          
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Certificate of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)                                    
|3.2            |  | Articles of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)                                       
|3.3            |  | By-laws (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)                                                         
|3.4            |  | Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 29, 2009)                                   
|3.5            |  | Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 28, 2011)                                   
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*                                                                           
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*                                                                           
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|101.INS        |  | XBRL Instance Document**                                                                                                                                                      
|101.SCH        |  | XBRL Taxonomy Extension Schema**                                                                                                                                              
|101.CAL        |  | XBRL Taxonomy Extension Calculation Linkbase**                                                                                                                                
|101.DEF        |  | XBRL Taxonomy Extension Definition Linkbase**                                                                                                                                 
|101.LAB        |  | XBRL Taxonomy Extension Label Linkbase**                                                                                                                                      
|101.PRE        |  | XBRL Taxonomy Extension Presentation Linkbase**                                                                                                                               
|               |  |                                                                                                                                                                               








* Filed herewith.

** To be filed by amendment.



21





SIGNATURES



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
thereunto duly authorized.



|                       | IRONWOOD GOLD CORP.
        (Registrant)
|---------------------- | ----------------------------------------
|                       |                                         
|Date: January 23, 2012 | By:                                     
|                       |                                         
|                       |                                         
|Date: January 23, 2012 | By:                                     
|                       |                                         

22