Exhibit
10.1





SUBSCRIPTION
AGREEMENT





AN
OFFERING OF COMMON STOCK





BY











Up
to 6,000,000 Common Shares


Share
Price $0.25





IRONWOOD
GOLD CORP.


A
NEVADA CORPORATION


7047 E.
Greenway Parkway #250


Scottsdale,
AZ 85254




1




Exhibit
10.1




SUBSCRIPTION
AGREEMENT INSTRUCTIONS





This Subscription Agreement (the
“Agreement”) relates to the purchase of shares of common stock in Ironwood Gold
Corp., a Nevada corporation (the “Company”) as described in the Offering
Memorandum dated October 28, 2009 (the “Offering Memorandum”). The purchase
price is $0.25 per share.





INSTRUCTIONS FOR
SUBSCRIPTION:





·
            PLEASE
      READ CAREFULLY the Offering Memorandum which describes the securities
      which you are purchasing.





·
            PLEASE
      READ AND COMPLETE THE ATTACHED SUBSCRIPTION AGREEMENT.





Please be
sure to:





-
              Fill
      in your name and other data requested on the first
  page.





-
              Confirm
      (by choosing the appropriate boxes in the Subscription Agreement) that you
      are an Accredited Investor.


-
              For
      non-U.S. Persons, confirm (by initialing the appropriate box in the
      Subscription Agreement) that you are not a U.S. Person as defined in
      Regulation S.





-
            Complete
      all items on the signature pages.





·
            RETURN
      YOUR EXECUTED SUBSCRIPTION DOCUMENT together with your payment as
      follows:





By Check: Please return your
Subscription Agreement and check in the amount of your investment made out to
Ironwood Gold Corp.’s legal counsel at the following address:





Weintraub
Genshlea Chediak


400
Capitol Mall Suite 1100


Sacramento
CA 95814


Tel:
(916) 558 6031


Fax:
(916) 446-1611





By Wire Transfer: Please
return your Subscription Agreement via mail, electronic mail (mlee@weintraub.com)
or facsimile and wire your investment with the following
instructions:





For Domestic
Wires:





Bank:





Contact:





Account
Name:


Account
Number:


ABA
No.:


For
further credit to:





For International
Wires:





Beneficiary
Bank:




2




Exhibit
10.1
  Beneficiary:





Beneficiary
Customer:





Remittance
Info:





·
            IRONWOOD
      GOLD CORP. WILL NOTIFY YOU OF THE ACCEPTANCE OF YOUR PROPOSED INVESTMENT
      (Ironwood Gold Corp. will notify you to confirm receipt of the
      Subscription Agreement and the requisite funds and acceptance of your
      proposed investment.)







3


Exhibit
10.1







IRONWOOD
GOLD CORP.


A
NEVADA CORPORATION







Subscription
Agreement





Name
      of Subscriber:Number
      of Shares Purchased:Subscription
      Amount:





1. Subscription.The undersigned
hereby subscribes to the number of shares set forth above of the common stock of
Ironwood Gold Corp. par value $0.001 (the “Investment Securities”) a corporation
organized and existing under the laws of the State of Nevada (the “Company”),
and agrees to pay for such Investment Securities the amount set forth above in
cash or by check, subject to the Company’s acceptance of this subscription and
execution and delivery of a copy of this subscription agreement signed by the
Company.  Upon the Company’s acceptance of the undersigned’s
subscription agreement, the Company may release funds from escrow against
issuance of certificates representing the Investment Securities purchased by the
undersigned.





2. Agreements and Understandings of the
Undersigned.The undersigned agrees and understands that:





2.1. The
Offering Memorandum describing the Company and the Investment Securities,
together with this subscription agreement (the “Investment Documents”) has been
furnished to the undersigned prior to execution of this subscription agreement
and the undersigned has been given the time required to read such materials,
alone or with the undersigned's advisor(s). The undersigned acknowledges that
the Offering Memorandum supersedes any prior information provided to the
undersigned.





2.2. If
the undersigned has made any deposit, escrow or other payment in whole or in
part toward the purchase of the Investment Securities offered hereby before
executing this subscription agreement, the undersigned may elect to either: (i)
ratify the undersigned's investment and receive a credit in full for such
payment by execution of this subscription agreement; or (ii) have returned on
demand the full amount of such payment, less distributions received by the
undersigned, if any, without any interest, at which time the undersigned will
have no interest in or further obligation in regard to the Investment Securities
offered hereby.





2.3. The
undersigned (or the entity for which the undersigned is acting, if any) will not
offer or sell all or any part of the undersigned's Investment Securities until
and unless the Investment Securities are registered under the Securities Act of
1933, as amended and under applicable state laws or unless the undersigned has
delivered to the Company an opinion of counsel satisfactory to it that such
registration is not required.





2.4. No
Federal or state agency has made any finding or determination as to the fairness
for investment, nor recommendation or endorsement, of the Investment
Securities.





2.5. The
undersigned agrees: (a) to supply the Company with any and all information
necessary so that the Company may satisfy any and all United States legal
reporting requirements; and (b) to indemnify the Company for any liability
incurred by the Company as a result of its failure to withhold any taxes or
comply with any reporting requirements because the undersigned did not provide
the necessary information to the Company to enable it to withhold the necessary
taxes or fully comply with such requirements. Furthermore, if the undersigned is
a foreign investor who fails to timely file U.S. Internal Revenue Service Form
4224 with the Company, the undersigned agrees, at the request of the Company, to
execute any and all documents and instruments requested by the Company in order
to consummate a sale or disposition of the Investment Securities as required to
comply with law.




4
 
  Exhibit
10.1


2.6. If
the undersigned is an organization (other than a cooperative described in
Section 521 of the Internal Revenue Code of 1986, as amended) whose income from
the Company will be exempt from United States income tax, the undersigned shall
so advise the Company.





2.7.
THE OFFERING OF THESE
SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS
SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE SOLD UNLESS THEY ARE
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE TRANSFERABILITY OF
THE SECURITIES.





2.8.
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S
RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE
PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL
MATERIALS.





2.9.
THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.





2.10.
THE COMPANY RESERVES THE RIGHT
TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO
PURCHASE SECURITIES IN WHOLE OR IN PART IN THE COMPANY’S SOLE
DISCRETION.





2.11.THE SALE OF THE SECURITIES WHICH ARE
THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN
EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL.  PRIOR TO ACCEPTANCE OF
SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
FROM SUCH QUALIFICATION BEING AVAILABLE.





2.12. The undersigned
acknowledges that the Offering Memorandum includes manyforward-looking
statements and projections concerning the Company and its business including
without limitations statements concerning future expected revenues, anticipated
expense levels, expected future capital needs, anticipated future market sizes,
permit approval timelines and requirements, and other matters.  The
undersigned acknowledges having reviewed the risk factors and cautionary
language in the Offering Memorandum relating to such statements and understands
that actual future results of the Company will likely differ from, and could be
materially worse than, the results contemplated by such forward-looking
statements and projections.





3. Representations and Warranties of the Undersigned.The undersigned personally represents and warrants that:





3.1. The
undersigned has reached the age of majority in the state or country in which the
undersigned resides.





3.2. The
undersigned (or the entity for which the undersigned is acting, if any) intends
to retain indefinitely, and has no present arrangement, understanding or
agreement for disposing of the Investment Securities and takes such Investment
Securities solely for the account of the name(s) which appear
below.





3.3. If a
trust, corporation, partnership, or other entity, the undersigned: (i) is duly
organized and validly existing under the laws of the state of its formation;
(ii) is duly authorized and empowered to purchase the Investment Securities;
(iii) was not organized exclusively for the purpose of acquiring the Investment
Securities and has an independent reason for existence beyond such investment;
(iv) has duly authorized the signatory hereto to execute this subscription
agreement on behalf of the undersigned, and, upon such execution, the
subscription agreement and any related documents shall be a binding obligation
of the undersigned; and (v) will, upon request of counsel to the Company,
furnish evidence of the representations and warranties of this subparagraph,
including certified copies of the certificate (articles) of incorporation,
articles of (limited) partnership, or other creating or implementing
documents.  The undersigned further agrees to furnish any other
documents relating to authority to act on behalf of any other
entity.




5




Exhibit
10.1




3.4. The
undersigned is an “Accredited Investor”as defined in
Regulation D under
the Securities Act of 1933, as amended. The undersigned has such
knowledge and experience in financial and business matters that the undersigned
is capable of evaluating the merits and risks of the prospective
investment.





3.5. It
has been called to the undersigned's attention that this investment involves a
high degree of risk, and no assurances are or have been made regarding the
economic advantages, if any, which may inure to the benefit of investors. The
economic benefit from an investment in the Investment Securities depends on the
ability of the Company to successfully conduct its business activities. The
accomplishment of such goals in turn depends on many factors beyond the control
of the Company or its management. Accordingly, the suitability for any
particular investor of a purchase of the Investment Securities will depend upon,
among other things, such investor's investment objectives and such investor's
ability to accept speculative risks, including the risk of a total loss of
investment in the Investment Securities. The undersigned and the undersigned's
advisor(s), if any, have carefully reviewed and understand the risk of, and
other considerations relating to, a purchase of the Investment
Securities.





3.6. The
undersigned is able to bear the economic risks of this investment, is able to
hold the Investment Securities for an indefinite period of time, and has
sufficient net worth to sustain a loss of the entire investment in the Company
in the event such loss should occur.





3.7. The
undersigned and the undersigned's advisor(s), if any, have relied only upon the
information contained in the Investment Documents made available to the
undersigned and the undersigned's advisor(s). Any other information concerning
this offering, whether oral or written, may be incomplete or inaccurate. Only
the Investment Documents are intended to be a complete description of the
offering and its terms.





3.8. The
Company has answered all inquiries that the undersigned and the undersigned's
advisor(s), if any, have made of it concerning the Company or any other matters
relating to the business and proposed operation of the Company and the offer and
sale of the Investment Securities. No oral statement, printed material, or
inducement which is contrary to the information contained in the Investment
Documents has been given or made by or on behalf of the Company to the
undersigned or the undersigned's advisor(s), if any.





3.9. All
of the representations and information provided by the undersigned in this
subscription agreement and any additional information which the undersigned has
furnished to the Company with respect to the undersigned’s financial position
and business experience are accurate and complete as of the date that this
subscription agreement was executed by the undersigned. If there should be any
material adverse change in such representations or information prior to the sale
of the Investment Securities subscribed for herein to the undersigned, the
undersigned will immediately furnish accurate and complete information
concerning any such material change to the Company.





3.10. The
undersigned represents, if the undersigned is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA"), that in making the proposed investment
the undersigned is aware of and has taken into consideration the diversification
requirements of Section 404(a)(1)(C) of ERISA, and has concluded that the
proposed investment is a prudent one.





3.11. The
undersigned understands that the issuance of the Investment Securities to the
undersigned has not been registered under the Securities Act in reliance upon
one or more specific exemptions therefrom, including Regulation D and/or
Regulation S, which exemption depends upon, among other things, the accuracy of
the undersigned’s representations made in this Agreement. The undersigned
understands that the Investment Securities must be held indefinitely unless
subsequently registered under the Securities Act and qualified under applicable
state securities laws, or unless an exemption from such registration and
qualification requirements is otherwise available. The undersigned acknowledges
that the Company has no obligation to register or qualify the Investment
Securities for resale. The undersigned acknowledges that the Company will refuse
to register any transfer of any Investment Securities that is not made in
accordance with the provisions of Regulation S, registered pursuant to the
Securities Act or otherwise exempt from such registration. The undersigned
further acknowledges that if an exemption from registration or qualification is
available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Investment
Securities, and requirements relating to the Company which are outside of the
undersigned’s control, and which the Company is under no obligation and may not
be able to satisfy. The undersigned has been independently advised as to the
applicable holding period imposed in respect of the Investment Securities by
securities legislation in the jurisdiction in which the undersigned resides and
confirms that no representation has been made respecting the applicable holding
periods for the Investment Securities in such jurisdiction and it is aware of
the risks and other characteristics of the Investment Securities and of the fact
that the undersigned may not resell the Investment Securities except in
accordance with applicable securities legislation and regulatory
policy.




6




Exhibit
10.1


3.12.
Regulation S; Non-U.S. Person
Status.  For purposes of compliance with the Regulation S
exemption for the offer and sale of Investment Securities to non-U.S. Persons,
if the undersigned is not a “US Person,” as such term is defined in Rule 902(k)
of Regulation S, the undersigned has initialed the following representation
(please initial
below if applicable):





_______       The undersigned is a person or entity
that is outside the United States and is not a “US Person,” as such term is
defined in Rule 902(k) of Regulation S.1





If the
undersigned is a non-U.S. Person, then the undersigned makes the following
representations, warranties and covenants:


1
                    Regulation
      S provides in part as
follows:
  1.
                "U.S.
      person" means:  (i) any natural person resident in the United
      States; (ii) any partnership or corporation organized or incorporated
      under the laws of the United States; (iii) any estate of which any
      executor or administrator is a U.S. person; (iv) any trust of which any
      trustee is a U.S. person; (v) any agency or branch of a foreign entity
      located in the United States; (vi) any non-discretionary account or
      similar account (other than an estate or trust) held by a dealer or other
      fiduciary for the benefit or account of a U.S. person; (vii) any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States; and (viii) any partnership or
      corporation if: (A) organized or incorporated under the laws of any
      foreign jurisdiction; and (B) formed by a U.S. person principally for the
      purpose of investing in securities not registered under the Act, unless it
      is organized or incorporated, and owned, by accredited investors (as
      defined in Rule 501(a)) who are not natural persons, estates or
      trusts.
  2.
                The
      following are not "U.S. persons": (i) any discretionary account or similar
      account (other than an estate or trust) held for the benefit or account of
      a non-U.S. person by a dealer or other professional fiduciary organized,
      incorporated, or (if an individual) resident in the United States; (ii)
      any estate of which any professional fiduciary acting as executor or
      administrator is a U.S. person if: (A) an executor or administrator of the
      estate who is not a U.S. person has sole or shared investment discretion
      with respect to the assets of the estate; and (B) the estate is governed
      by foreign law; (iii) any trust of which any professional fiduciary acting
      as trustee is a U.S. person, if a trustee who is not a U.S. person has
      sole or shared investment discretion with respect to the trust assets, and
      no beneficiary of the trust (and no settlor if the trust is revocable) is
      a U.S. person; (iv) an employee benefit plan established and administered
      in accordance with the law of a country other than the United States and
      customary practices and documentation of such country; (v) any agency or
      branch of a U.S. person located outside the United States if: (A) the
      agency or branch operates for valid business reasons; and (B) the agency
      or branch is engaged in the business of insurance or banking and is
      subject to substantive insurance or banking regulation, respectively, in
      the jurisdiction where located; and (vi) the International Monetary Fund,
      the International Bank for Reconstruction and Development, the
      Inter-American Development Bank, the Asian Development Bank, the African
      Development Bank, the United Nations, and their agencies, affiliates and
      pension plans, and any other similar international organizations, their
      agencies, affiliates and pension
plans.
  7
  Exhibit
10.1


3.12.1.
The undersigned is not acquiring the Investment Securities for the account or
benefit of a US Person.





3.12.2.
If the undersigned is a legal entity, it has not been formed specifically for
the purpose of investing in the Company.




3.12.3.
The undersigned has been independently advised as to the applicable holding
period imposed in respect of the Investment Securities by securities legislation
in the jurisdiction in which it resides and confirms that no representation has
been made respecting the applicable holding periods for the Investment
Securities in such jurisdiction and it is aware of the risks and other
characteristics of the Investment Securities and of the fact that holders of
Investment Securities may not be able to resell the Investment Securities except
in accordance with applicable securities legislation and regulatory
policy.




3.12.4.
To the knowledge of the undersigned, without having made any independent
investigation, neither the Company nor any person acting for the Company, has
conducted any “directed selling efforts” in the United States as the term
“directed selling efforts” is defined in Rule 902 of Regulation S, which, in
general, means any activity undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the marketing in the
United States for any of the Investment Securities being offered. Such activity
includes, without limitation, the mailing of printed material to investors
residing in the United States, the holding of promotional seminars in the United
States, and the placement of advertisements with radio or television stations
broadcasting in the United States or in publications with a general circulation
in the United States, which discuss the offering of the Investment
Securities.  To the knowledge of the undersigned, the Investment
Securities were not offered to the undersigned through, and the undersigned is
not aware of, any form of general solicitation or general advertising, including
without limitation, (i) any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, and (ii) any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.




3.12.5.
The undersigned will offer, sell or otherwise transfer the Investment
Securities, only (A) pursuant to a registration statement that has been declared
effective under the Securities Act, (B) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S in a transaction
meeting the requirements of Rule 904 (or other applicable Rule) under the
Securities Act, or (C) pursuant to another available exemption from the
registration requirements of the Securities Act, subject to the Company’s right
prior to any offer, sale or transfer pursuant to clauses (B) or (C) to require
the delivery of an opinion of counsel, certificates or other information
reasonably satisfactory to the Company for the purpose of determining the
availability of an exemption.




3.12.6.
The undersigned will not engage in hedging transactions involving the Investment
Securities unless such transactions are in compliance with the Securities
Act.




3.12.7
The undersigned represents and warrants that the undersigned (or the entity for
which the undersigned is acting, if any) is not a citizen of the United States
or Canada and is not, and has no present intention of becoming, a resident of
the United States (defined as being any natural person physically present within
the United States for at least 183 days in a 12-month consecutive period or any
entity who maintained an office in the United States at any time during a
12-month consecutive period). The undersigned understands that the Company may
rely upon the representations and warranty of this paragraph as a basis for an
exemption from registration of the Investment Securities under the Securities
Act of 1933, as amended, and the provisions of relevant state securities
laws.




4. “Accredited Investor” Status.The undersigned falls within one of the following definitions of
Accredited Investor.





For individuals: (Please initial the
category that applies)





_______
              (a)
      The undersigned is a natural person whose individual net worth, or joint
      net worth with spouse, exceeds $1,000,000 at the time of purchase of the
      Investment Securities.




8




Exhibit
10.1


_______
            (b)
      The undersigned is a natural person who had an individual income in excess
      of $200,000 in each of the last two years or joint income with spouse in
      excess of $300,000 in each of those years and reasonably expects to reach
      the same income level in the current
year.





_______
            (c)
      The undersigned is either a director, executive officer or general partner
      of the Company, or a director, executive officer or general partner of a
      general partner of the Company





The undersigned further certifies that:
(i) the undersigned has the capacity to protect the undersigned's interests in
this investment; (ii) the undersigned is able to bear the economic risks of this
investment; and (iii) the amount of the investment does not exceed 10% of the
undersigned's net worth or joint net worth with spouse.





For entities: (Please initial the
category that applies)





_______
            (d)
      The undersigned is an institutional investor as provided in Rule 501(a)(1)
      of Regulation D under the Securities Act of
  1933.





_______
            (e)
      The undersigned is a private business development company within the
      meaning of Section 202(a)(22) of the Investment Advisers Act of
      1940.





_______
            (f)
      The undersigned is any organization described in Section 501(c)(3) of the
      Internal Revenue Code, not formed for the specific purpose of acquiring
      the Investment Securities, with total assets in excess of
      $5,000,000.





_______
            (g)
      The undersigned is a trust with total assets in excess of $5,000,000, not
      formed for the special purpose of acquiring the Investment Securities,
      whose investment is directed by a person described in Rule 506(b)(2)(ii)
      of Regulation D under the Securities Act of
  1933.





_______
            (h)
      The undersigned is an entity owned entirely by any of the persons
      described in subparagraphs (a) through (g)
  above.





5. Acceptance and Conditions of
Investment.





The undersigned agrees and is aware
that:





5.1. The Company reserves the
unrestricted right to reject any subscription, and no subscription will be
binding unless and until accepted by it.





5.2. One or more of the following
legends in substantially the following form, or such other form as is reasonably
satisfactory to the Company, will be placed on any certificate(s) evidencing the
Investment Securities (for Investment Securities that are not being offered
pursuant to Regulation S, the Company may eliminate references to Regulation S
from the legend):





THE
SHARES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE.  THEY ARE BEING OFFERED PURSUANT TO, AMONG OTHER EXEMPTIONS
FROM REGISTRATION, A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S
PROMULGATED UNDER THE ACT.  SUCH SECURITIES MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFEFRRED IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM
IS DEFINED IN REGULATION S) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE
MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THOSE LAWS, AND IN COMPLIANCE WITH THE PROVISIONS OF THIS
AGREEMENT.  THE ISSUER MAY REQUIRE AN OPINION OF LEGAL COUNSEL TO THE
HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, TO
THE EFFECT THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT
FROM REGISTRATION UNDER SUCH LAWS.




9




Exhibit
10.1


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.




6.3. Stop transfer instructions will be
placed with respect to the Investment Securities so as to restrict resale or
other transfer thereof subject to further items hereof, including the provisions
of the legend set forth above.





6.4. Unless otherwise provided by law,
the legend and stop transfer instructions described above will be placed with
respect to any new certificate(s) or other document(s) issued upon presentment
by the undersigned of certificate(s) or other document(s) for
transfer.





7. Accuracy of Information Given.The undersigned certifies that the undersigned has given the information
contained herein to the best of the undersigned's knowledge and answers thereto
are complete and accurate. The undersigned agrees that the foregoing
representations and warranties shall survive the purchase of the Investment
Securities as well as any acceptance of this subscription for the Investment
Securities.





8. Indemnification.The
undersigned acknowledges that the undersigned understands the meaning and legal
consequences of the representations and warranties hereof, and hereby agrees to
indemnify and hold harmless the Company, its affiliates, attorneys, accountants,
agents, employees and any selling securityholder from and against any and all
loss, damage or liability, including, without limitation, reasonable attorneys
fees incurred as a result of such breach, due to or arising out of a breach of
any such representations or warranties. This indemnification shall not require
that the Company shall have been determined by any Federal, state or other
authority or person to have qualified for any exemption from the registration
provisions of Federal or state securities laws, rules or
regulations.





9. Miscellaneous.This Agreement
shall be governed by, and construed in accordance with, the internal laws of the
State of Nevada, without giving effect to the principles of conflicts of law.
This Agreement may not be modified or amended except pursuant to an instrument
in writing signed by the Company and the undersigned. In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.




10




Exhibit
10.1





IRONWOOD
GOLD CORP.


A
NEVADA CORPORATION







Signature
Page to Subscription Agreement








Name
of Subscriber








Street








City,
State, Zip Code








Phone
Number








Email
Address








$ Amount of
Subscription








Social
Security Number / Taxpayer Identification Number





Status:
                (   )
                Individual
                (   )
                Corporation(   )
                Trust
                (   )
                Partnership(   )
                IRA
                (   )
                Other
      _______________________________(please
      describe)





Title to be Taken By(if not
individual):





(   )
                  Joint
      Tenant with ______________________________________(name
      of co-tenant)(   )
                  Other
      (describe):  _______________________________________




Signature
                  
                  Date





THE
FOLLOWING ACCEPTANCE IS TO BE COMPLETED BY THE COMPANY





The above
Subscription Agreement is accepted and effective this ______ day of
_______________ 2009.




11




Exhibit
10.1




IRONWOOD
      GOLD CORP.A
      Nevada CorporationSigned:By:Title:




12