Ironwood Gold Corp.: Exhibit 10.25 - Filed by newsfilecorp.com






UNLIMITED GUARANTEE 

This Guarantee is made as of MARCH_______, 2014


Whereas the undersigned (each hereinafter referred to as the
“Guarantor”) has agreed to provide ALPHA CAPITAL ANSTALT (hereinafter
referred to as the “Lender”) with a guarantee of the Obligations (as hereinafter
defined) of IRONWOOD GOLD CORP. (IRONWOOD) 

And whereas the Guarantor has agreed that if the guarantee
herein is not enforceable, the Guarantor will indemnify the Lender or be liable
as primary obligor. 

NOW THEREFORE, in consideration of the Lender dealing
with IRONWOOD now or in the future and/or for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees with the Lender as follows: 

1.       
Obligations Guaranteed 

The Guarantor unconditionally and irrevocably guarantees
payment of all debts and liabilities, present or future, direct or indirect,
absolute or contingent, matured or not, wheresoever and howsoever incurred of
IRONWOOD to the Lender, whether arising from dealings between the Lender
and IRONWOOD or from other dealings or proceedings by which the Lender
may be or become in any manner whatsoever a creditor of IRONWOOD, in any
currency, whether incurred by IRONWOOD alone or jointly with another or
others and whether as a indemnitor or surety, including interest thereon and all
amounts owed by IRONWOOD for fees, costs and expenses (collectively
referred to as the “Obligations”). 

2.       
Extent of Guarantor’s Liability 

This guarantee is a continuing guarantee, and is unlimited and
will cover all obligations and will include interest accruing on such
obligations from the date of demand. Such interest will accrue before as well as
after default. 

3.       
Indemnity/Primary Obligation 

If (i) any Obligations are not duly paid by IRONWOOD and
are not recoverable under Section 1 for any reason, the Guarantor will, as a
separate and distinct obligation, indemnify and save harmless the Lender from
and against all losses resulting from the failure of IRONWOOD to pay such
Obligations, and (ii) any Obligations are not duly paid by IRONWOOD and
are not recoverable under Section 1 or the Lender is not indemnified under
clause (i) above of this Section 3, for any reason, such Obligations will, as a
separate and distinct obligation, be paid by and recoverable from the Guarantor
as primary obligor. 

The liabilities of the Guarantor under Section 1 and each of
clauses (i) and (ii) of this Section 3 are separate and distinct from each
other, but the provisions of this Agreement shall apply to each of such
liabilities unless the context otherwise requires. 

4.       
Nature of Guarantor’s Liability 

The liability of the Guarantor under this Guarantee is
continuing, absolute and unconditional and will not be affected by any act,
omission, event or circumstance that might constitute a legal or equitable
defence to or a discharge, limitation or reduction of the liability of the
Guarantor hereunder, other than as a result of the indefeasible payment in full
of the Obligations, including: 

	 	(a) 	
      the unenforceability of any of the Obligations for any
      reason, including as a result of the act of any governmental
    authority;

	 	 	 
	 	(b) 	
      any irregularity, fraud, illegality, defect or lack of
      authority or formality in incurring the Obligations, notwithstanding any
      inquiry that may or may not have been made by the Lender;

	 	 	 
	 	(c) 	
      failure of the Lender to comply with or perform any
      agreements relating to the Obligations;

	 	 	 
	 	(d) 	
      any discontinuance, renewal, extension, increase,
      reduction or any other variance of any of the loans or credits made
      available to IRONWOOD by the Lender or any change to any of the
      terms thereof or any waiver by the Lender of any of the obligations of
      IRONWOOD thereunder;







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	 	(e) 	
      the taking of or the failure by the Lender to take a
      guarantee from any other person;

	 	 	 
	 	(f) 	
      any release, compromise, settlement or any other dealing
      with any person, including any other Guarantor;

	 	 	 
	 	(g) 	
      the reorganization of IRONWOOD or its business
      (whether by amalgamation, merger, transfer, sale or otherwise); and in the
      case of an amalgamation or merger, the liability of the Guarantor shall
      apply to the Obligations of the resulting or continuing entity and the
      term “Customer” shall include such resulting or continuing
  entity;

	 	 	 
	 	(h) 	
      the current financial condition of IRONWOOD and
      any change in IRONWOOD’s financial condition;

	 	 	 
	 	(i) 	
      any change in control or ownership of IRONWOOD, or
      if IRONWOOD is a general or limited partnership, any change in the
      membership of that partnership or other entity;

	 	 	 
	 	(j) 	
      any change in the name, articles or other constating
      documents of IRONWOOD, or its objects, business or capital
      structure;

	 	 	 
	 	(k) 	
      the bankruptcy, winding-up, dissolution, liquidation or
      insolvency of IRONWOOD or any proceedings being taken by or against
      IRONWOOD with respect thereto, and any stay of or moratorium on
      proceedings by the Lender against IRONWOOD as a result
    thereof,

	 	 	 
	 	(l) 	
      a breach of any duty of the Lender (whether fiduciary or
      in negligence or otherwise) and whether owed to the Guarantor, IRONWOOD
      or any other person;

	 	 	 
	 	(m) 	
      any lack or limitation of power, capacity or legal status
      of IRONWOOD, or, if IRONWOOD is an individual, the death
      of

	 	 	 
	 		
      IRONWOOD;

	 	 	 
	 	(n) 	
      IRONWOOD’s account being closed or the Lender
      ceasing to deal with IRONWOOD;

	 	 	 
	 	(o) 	
      any taking or failure to take any security by the Lender,
      any loss of or diminution in value of any security, the invalidity,
      unenforceability, subordination, postponement, release, discharge or
      substitution, in whole or in part, of any security, or the failure to
      perfect or maintain perfection or enforce any security; or

	 	 	 
	 	(p) 	
      any failure or delay by the Lender in exercising any
      right or remedy respecting the Obligations or under any security or
      guarantee.



5.       
Continuing Guarantee 

The obligations of the Guarantor hereunder will constitute and
be continuing obligations and will apply to and secure any ultimate balance due
or remaining due to the Lender and will not be considered as wholly or partially
satisfied by the payment or liquidation at any time of any sum of money for the
time being due or remaining unpaid to the Lender. This Guarantee will continue
to be effective even if at any time any payment of any of the Obligations is
rendered unenforceable or is rescinded or must otherwise be returned by the
Lender as a result of the occurrence of any action or event, including the
insolvency, bankruptcy or reorganization of IRONWOOD or the Guarantor,
all as though such payment had not been made. 

6.       
Demand for Payment 

The Guarantor shall make payment to the Lender under this
Guarantee immediately upon receipt of a written demand for payment from the
Lender. If any Obligation is not paid by IRONWOOD when due, the Lender
may treat all Obligations as due and payable by IRONWOOD and may demand
immediate payment under this Guarantee of all or some of the Obligations whether
such other Obligations would otherwise be due and payable by IRONWOOD at
such time or whether or not any demands, steps or proceedings have been made or
taken by the Lender against IRONWOOD or any other person respecting all
or any of the Obligations. If any stay of or moratorium on proceedings by the
Lender against IRONWOOD is imposed in respect of any Obligation, the
Lender may nevertheless demand immediate payment of such Obligation from the
Guarantor as if such Obligation was due and payable by IRONWOOD. 

7.       
Interest 

If the Guarantor does not make immediate payment in full of the
Obligations when demand for payment has been made by the Lender, the Guarantor
shall pay interest on any unpaid amount to the Lender at the highest rate of
interest per annum that is charged on any Obligations for which payment has been
demanded hereunder and which remain unpaid. 

8.       
State of Account 

The records of the Lender in respect of the Obligations will be
prima facie evidence of the balance of the amount of the Obligations that are
due and payable by IRONWOOD to the Lender. 




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9.       
Application of Moneys Received 

The Lender may, without notice and demand of any kind and at
any time, apply any money received from the Guarantor, IRONWOOD or any
other person (including arising from any security that the Lender may from time
to time hold) or any balance in any account of the Guarantor held at the Lender
or any of the Lender’s affiliates, to such part of the Obligations, whether due
or to become due, as the Lender in its sole and absolute discretion considers
appropriate, or may, in its sole and absolute discretion, refrain from applying
any such money. The Lender may also revoke and alter any such application in
whole or in part. If any amount that is to be applied is in a currency other
than the currency of the Obligation to which such amount is to be applied, then
the amount that is applied shall be converted from one currency to another using
the rate of exchange for the conversion of such currency as determined by the
Lender or its agents and the Lender or its agent may earn revenue on such
conversion. 

10.       
No Set-off or Counterclaim 

The Guarantor will make all payments required to be made under
this Guarantee without claiming or asserting any right of setoff or counterclaim
that the Guarantor has or may have against IRONWOOD or the Lender, all of
which rights the Guarantor waives. 

11.       
Exhausting Recourse 

The Lender is not required to take any proceedings, exhaust its
recourse against IRONWOOD or any other Guarantor or person or under any
security the Lender may from time to time hold, or take any other action, before
being entitled to demand payment from the Guarantor under this Guarantee, and
the Guarantor waives all benefits of discussion and division. 

12.       
No Representations 

There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express, implied or statutory, between
the parties except as expressly set forth herein. The Lender will not be bound
by any representations or promises made by Customer to the Guarantor and
possession of this Guarantee by the Lender will be conclusive evidence against
the Guarantor that this Guarantee was not delivered in escrow or pursuant to any
agreement that it should not be effective until any condition precedent or
subsequent has been complied with, and this Guarantee will be binding on each
Guarantor who has signed this Guarantee notwithstanding the non-execution
thereof by any proposed guarantor. 

13.       
Postponement and Assignment 

The Guarantor hereby postpones payment of all present and
future debts and liabilities of IRONWOOD to the Guarantor,
and as security for payment of the Obligations, the Guarantor hereby
assigns such debts and liabilities to the Lender and agrees that all moneys
received from IRONWOOD by or on behalf of the Guarantor shall be held in
trust for the Lender and forthwith upon receipt paid over to the Lender, all
without prejudice to and without in any way limiting or lessening the liability
of the Guarantor to the Lender under this Guarantee. This assignment and
postponement is independent of the guarantee, indemnity and primary obligor
obligations contained in this Guarantee and will remain in full force and effect
until, in the case of the assignment, the liability of the Guarantor under this
Guarantee has been discharged or terminated and, in the case of the
postponement, until all Obligations are performed and indefeasibly paid in full.


14.       
Subrogation 

The Guarantor will not be entitled to be subrogated to the
rights of the Lender against IRONWOOD, to be indemnified by
IRONWOOD or to claim contribution from any other Guarantor until the
Guarantor makes indefeasible payment to the Lender of all amounts owing by the
Guarantor to the Lender under this Guarantee and the Obligations are
indefeasibly paid in full. 

15.       
Bankruptcy of Customer 

Upon the bankruptcy or winding up or other distribution of
assets of IRONWOOD or of any surety or Guarantor for the Obligations, the
Lender’s rights shall not be affected by the Lender’s failure to prove its claim
and the Lender may prove such claim if and in any manner as it deems appropriate
in its sole discretion. The Lender may value as it sees fit or refrain from
valuing any security held by the Lender without in any way releasing, reducing
or otherwise affecting the liability of the Guarantor to the Lender, and until
all the Obligations of IRONWOOD to the Lender have been indefeasibly paid
in full, the Lender shall have the right to include in its claim the amount of
all sums paid by the Guarantor to the Lender under this Guarantee and to prove
and rank for and receive dividends in respect of such claim, any and all right
to prove and rank for such sums paid by the Guarantor and to receive the full
amount of all dividends in respect thereto being hereby assigned and transferred
to the Lender. 

16.       
Costs and Expenses 

The Guarantor agrees to pay all costs and expenses, including
legal fees, of enforcing this Guarantee including the charges and expenses of
the Lender’s in-house lawyers. The Guarantor will pay all legal fees on a
solicitor and own client basis. 




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17.       
Other Guarantees and Security 

The liability of the Guarantor under any other guarantee or
guarantees given to the Lender in connection with the Obligations shall not be
affected by this Guarantee, nor shall this Guarantee affect or be affected by
the endorsement by the Guarantor of any note or notes of IRONWOOD, the
intention being that the liability of the Guarantor under such other guarantee
or guarantees and this Guarantee, and under such other note or notes and this
Guarantee, shall be cumulative. Nor shall the Lender be required to marshal in
favour of the Guarantor other guarantees granted by other persons or any
security, money or other property that the Lender may be entitled to receive or
may have a claim upon. 

18.       
Amendment and Waivers 

No amendment to this Guarantee will be valid or binding unless
set forth in writing and duly executed by the Guarantor and the Lender. No
waiver by the Lender of any breach of any provision of this Guarantee will be
effective or binding unless made in writing and signed by the Lender and, unless
otherwise provided in the written waiver, will be limited to the specific breach
waived. No delay in the exercise of any right or remedy by the Lender shall
operate as a waiver thereof. No failure to exercise a right or remedy or partial
exercise of a right or remedy by the Lender shall preclude other or further
exercise thereof or the exercise of any other right or remedy by the Lender.


19.       
Discharge 

The Guarantor will not be released or discharged from its
obligations hereunder except by a written release or discharge signed by the
Lender. 

20.      
General 

This Guarantee shall be binding on the successors of the
Guarantor or, if the Guarantor is an individual, the heirs, executors,
administrators and other legal representatives of the Guarantor, and shall enure
to the benefit of the successors and assigns of the Lender. 

If more than one Guarantor has signed this Guarantee, each
Guarantor shall be jointly and severally liable under this Guarantee. 

To the extent that any limitation period applies to any claim
for payment hereunder of the Obligations or remedy for the enforcement of such
payment, the Guarantor agrees that any such limitation period is excluded or
waived, but if such exclusion and waiver is not permitted by applicable law,
then any limitation period is extended to the maximum length permitted by
applicable law. 

Any notice or demand which the Lender may wish to give under
this Guarantee may be personally served on the Guarantor or sent by ordinary
mail or electronic mail to the last known address of the Guarantor. Any notice
that is sent by ordinary mail shall be conclusively deemed to have been received
on the fifth day following the day on which it is mailed. Any notice that is
sent by electronic mail shall be conclusively deemed to have been received on
the day it is sent. 

If any provision of this Guarantee is determined by any court
of competent jurisdiction to be invalid or unenforceable in any respect, such
invalidity or unenforceability will not affect the validity or enforceability of
the remaining provisions of this Guarantee. 

This Guarantee shall be governed by and construed in accordance
with the laws of the Province of British Columbia and the laws of Canada
applicable therein. 

Any word herein contained importing the singular number shall
include the plural and any word importing a person shall include a corporation,
partnership, firm and any other entity. 

Subject to Section 17, this Guarantee constitutes the entire
agreement between the Guarantor and the Lender with respect to the subject
matter hereof and cancels and supersedes any prior understandings and agreements
between the parties with respect thereto. 

Each of the undersigned acknowledges receipt of a copy of this
Guarantee. 

IN WITNESS WHEREOF, each Guarantor has executed this
Guarantee as of the date first written above. 

THE WILDERNESS WAY ADVENTURE RESORT INC. 
by its
authorized signatory: 


____________________________________________
ANDREW
RYAN MCKINNON, President