Amendment No. 1


to 


Falcon Mines/Falcon Group Claims Lease
Agreement - Joint Venture Option


 


February 22, 2012


 


This amendment
No. 1 (this “Amendment”) amends the Falcon Mines/Falcon Group Claims Lease Agreement - Joint Venture
Option (the “Lease”) by and between the Falcon Group Claims (“Falcon”) and Ironwood Gold
Corp., a Nevada corporation (the “Company”) (the Company and Falcon each a “Party” and collectively
the “Parties”) signed as of January 25, 2011, and is made as of the date set forth above by and between the
Parties.


 


RECITALS


 


WHEREAS, the Parties
have previously entered into the Lease for the development of a gold-silver mining project known as the Falcon Mine Property (the
“Property”); and


 


WHEREAS, in accordance
with Section 9 of the Lease, the Company is obligated to make a payment of $150,000 to Falcon on or before November 30, 2011 (the
“November Payment”), and in accordance with Section 10 of the Lease, the Company is obligated to issue a total
of 3,000,000 pre-split shares of Company common stock by November 30, 2011 (the “Share Issuance”); and


 


WHEREAS, the Parties
wish to acknowledge the performance and completion of certain obligations under the Lease by the Company and to amend the Lease
to extend the due dates of the November Payment and Share Issuance as more fully described below.


 


NOW, THEREFORE, in
consideration of the foregoing and the promises and covenants contained herein, the sufficiency of which is hereby acknowledged,
the parties agree as follows:


 


TERMS AND CONDITIONS


 


1.    Cash Payments and Issuance of
Common Stock. In consideration for Falcon’s agreement to extend the due dates of the November Payment and the Share Issuance
to April 6, 2012, the Company agrees to: (a) pay Falcon $5,000 cash via wire transfer on or before January 27, 2012 (the “1st
Payment”); (b) pay Falcon $5,000 cash via wire transfer on or before March 10, 2012 (the “2nd Payment”);
and (c) issue to Falcon, or a nominee of Falcon, 500,000 shares of common stock of the Company within three (3) business days of
execution of this Amendment (the “Shares”). The Parties expressly agree and acknowledge that the 1st
Payment has been made by the Company. It is further expressly agreed and acknowledged that the 1st Payment, 2nd
Payment and the Shares constitute additional consideration to the obligations currently set forth in the Lease.


 


2.    Status and Copies of Reports
on the Property. Provided the Lease remains in full force and effect, the Company agrees to promptly provide Falcon with copies
of all reports as they are generated regarding the Property, including geophysical, electronic and topographical maps of the Property,
and the Company’s estimated costs and future plans for the Property.


 


3.    Effectiveness. This
Amendment shall be effective when executed by the Parties. All other terms and provisions of the Lease shall remain in full force
and effect. Capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.


 



    	 



    	 



    

 


4.    Counterparts. This
Amendment may be signed in counterparts, each of which when taken together shall constitute one fully executed document.


 


[Signature page
follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment as of the date first set forth above.


 


Ironwood Gold Corp.


 


	 	 
	Name:	Behzad Shayanfar	 
	Title:	Chief Executive Officer	 


  


Falcon Patented Claims and 


Falcon Group Claims


 


	 	 
	Name: Robert L. Wyllie	 
	Individually and as Attorney In Fact	 
	for the Falcon Group Claims	 


  


[Signature Page to Falcon Lease Amendment]