Mercer Gold Corporation: Exhibit 10.1 - Filed by newsfilecorp.com










Mercer Gold Corporation (British Colombia) 
1404 - 1228 West
Hastings Street 
Vancouver, British Colombia

December 30, 2010

Re: Mineral Assets Option Agreement
Amendments

Per the Mineral Assets Option Agreement “MAOA” executed April
13, 2010 between Mercer Gold Corp. (British Colombia) “MGCBC” and Mercer Gold
Corp. (Nevada) “MGCNV”, formerly known as Uranium International Corp. “UIC”, we
kindly request amendments as follows:

Change to the definition of
“Expenditures” in the MAOA:

““Expenditures” means all costs,
expenses, charges, obligations and liabilities of whatever kind or nature
expended, funded or incurred directly or indirectly by the Operator and the
Optionee including, without limiting the generality of the foregoing, by any
joint venture partner of the Optionee, on or in respect of the Property and in
connection with the exploration and development of the Property during the term
of the Option and including, again without limiting the generality of the
foregoing, all monies expended in maintaining the Property in good standing by
the doing and filing of assessment work and by the making the tenure payments,
within the time periods in which such tenure payments are required to be made,
and by expending, funding or incurring all on-site Property costs and including,
again without limiting the generality of the foregoing, the costs of
prospecting, claim staking, Property payments (other than the Underlying Option
Agreement Payments as defined in Section “2.2(d)”), taxes, mapping, surveying,
permitting, geophysical, geochemical and geological surveys, sampling, assaying,
trenching, drilling, geochemical analyses, road building, drill site
preparation, drafting, report writing, consultants, metallurgical testing,
mining, metallurgical and economic studies, feasibility studies and including,
again without limitation, any feasibility study, reclamation and all other
project expenditures, together with the supervision and management of all work
done for the benefit of the Property;”

		1620 – 200    Burrard Street 	Main    
       +1.604.681.3130 
	MERCER GOLD CORPORATION 	Vancouver, BC 	Fax        
      +1.604.681.3134 
	mercergoldcorp.com 	V6C3L6 	Email     info@mercergoldcorp.com
  






Change to Article 2 section 2 subsection C:

“Expenditure commitments:
provide funding for or expend, in accordance with the terms and conditions of
this Agreement, minimum cumulative Expenditures for Exploration and Development
work on any of the mineral Property interests comprising the Assets of an
aggregate of at least U.S. $11,500,000 commencing on the Effective Date hereof
and ending no later than December 31, 2012 (which period in time from the
Effective Date to the end of December 31, 2012 being hereinafter referred to as
the “Minimum Expenditure Period”) in the following manner:

(i) no less than an initial U.S.
$750,000 of the Expenditures for Exploration and Development work shall be
expended, or cause to be expended, by the Optionee on any of the mineral
Property interests comprising the Assets by December 31, 2010;

(ii) no less than an additional U.S.
$5,750,000 of the Expenditures for Exploration and Development work shall be
expended, or cause to be expended, by the Optionee on any of the mineral
Property interests comprising the Assets by December 31, 2011; and

(iii) no less than a final U.S.
$5,000,000 of the Expenditures for Exploration and Development work shall be
expended, or cause to be expended, by the Optionee on any of the mineral
Property interests comprising the Assets by December 31, 2012;

provided, however, that: (A) any
Expenditures for Exploration and Development work expended in any year in excess
of the minimum Expenditures required under this paragraph “2.2(c)” shall be
fully credited against the Expenditures for Exploration and Development work the
Optionor is required to expend in a subsequent year herein such that total
minimum cumulative Expenditures for Exploration and Development work of at least
U.S. $11,500,000 must be expended, or cause to be expended, by the Optionee on
any of the mineral property concession interests comprising the Property prior
to the termination of the Minimum Expenditure Period; and”

If you are in agreeance with these proposed changes that
supercede the respective clauses in the MAOA, we would kindly ask you to initial
each page and then execute below. 

		1620 – 200    Burrard Street 	Main    
       +1.604.681.3130 
	MERCER GOLD CORPORATION 	Vancouver, BC 	Fax        
      +1.604.681.3134 
	mercergoldcorp.com 	V6C3L6 	Email     info@mercergoldcorp.com





IN WITNESS WHEREOF each of the Parties hereto
have hereunto set their respective hands and seals in the presence of their duly
authorized signatories effective as of the Effective Date as set forth in the
front page of this Document.

	The CORPORATE SEAL of 	) 	  
	MERCER GOLD CORP. (British Colombia)	)	  
	the Optionor herein, was hereunto affixed 	) 	  
	in the presence of: 	) 	(C/S) 
	  	) 	  
	  	) 	  
	/s/ signed
    	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	The CORPORATE SEAL of 	) 	  
	MERCER GOLD CORP. (Nevada) 	) 	  
	the Optionee herein, was hereunto affixed 	) 	  
	in the presence of: 	) 	(C/S) 
	  	) 	  
	  	) 	  
	/s/ signed
    	) 	  
	Authorized Signatory 	) 	  




		1620 – 200    Burrard Street 	Main    
       +1.604.681.3130 
	MERCER GOLD CORPORATION 	Vancouver, BC 	Fax        
      +1.604.681.3134 
	mercergoldcorp.com 	V6C3L6 	Email     info@mercergoldcorp.com