EXTENSION
AGREEMENT #3

     

    BETWEEN:

     

    AFFINITY
GOLD CORP.

     

    and

     

    AMR
PROJECT PERU S.A.C.

     

    and

     

    ANTONIO
ROTUNDO

    MARIO
ROTUNDO

     

    WHEREAS the parties are party to a
Share Exchange Agreement dated May 8, 2009;

     

    AND WHEREAS Article 6.2 of the Share
Exchange Agreement provides that the latest closing date of the transactions
contemplated therein shall occur no later than June 30, 2009, subject to an
extension as may be mutually agreed to by the parties for a maximum of 14 days
per extension;

     

    AND WHEREAS the parties are each a
party to an Extension Agreement dated June 29, 2009 (the “Extension
Agreement”);

     

    AND WHEREAS the parties are each a
party to an Extension Agreement #2 dated July 14, 2009 (the “Extension Agreement
#2”).

     

    NOW THEREFORE for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto covenant and agree as follows:

     

    1.                  
      Since the
closing of the Share Exchange Agreement, dated May 8, 2009, the Extension
Agreement, dated June 29, 2009, and the Extension Agreement #2, dated July 14,
2009, will not occur by July 28, 2009, the closing date shall be extended so
that the closing shall take place on or before August 11, 2009.

     

    2.                    
    All other
terms and conditions of the Share Exchange Agreement shall remain in full force
and effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.                  
      This
Agreement may be executed in original or counterpart form, delivered by
facsimile or otherwise, and when executed by the parties as aforesaid, shall be
deemed to constitute one agreement and shall take effect as such.

     

    DATED with effect this 28th day of
July, 2009.

     

    
      
        
          
            
              
                
                  
                    	
                            AFFINITY
      GOLD CORP.,

                          	
                            )

                          	 
      
	
                            The
      Acquirer,

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            Per:     /s/ Corey J.
      Sandberg

                          	
                            )

                          	 
      
	
                            Authorized
      Signatory

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            Corey J. Sandberg, Director

                          	
                            )

                          	 
      
	
                            (print
      name and title)

                          	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            AMR
      PROJECT PERU S.A.C.,

                          	
                            )

                          	 
      
	
                            the
      Company,

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            Per:     /s Antonio
      Rotundo

                          	
                            )

                          	 
      
	
                            Authorized
      Signatory

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            Antonio Rotundo, General
      Manager

                          	
                            )

                          	 
      
	
                            (print
      name and title)

                          	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            SIGNED
      and DELIVERED by

                          	
                            )

                          	 
      
	
                            ANTONIO
      ROTUNDO, a Vendor

                          	
                            )

                          	 
      
	
                            in
      the presence of:

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            /s/ Paul Cloutier

                          	
                            )

                          	 
      
	
                            Witness
      Signature

                          	
                            )

                          	
                            /s/ Antonio Rotundo

                          
	 
      	
                            )

                          	
                            ANTONIO ROTUNDO

                          
	 	
                            )

                          	 
      
	
                            Witness
      Address

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            Paul Cloutier, Consultant

                          	
                            )

                          	 
      
	
                            Witness
      Name and Occupation

                          	
                            )

                          	 
      
	 
      	 
      	 
      


                  

                   

                  
                    
                       

                    

                    
                       

                      
                        

                      

                    

                    
                       

                    

                  

                   

                  
                    	
                            SIGNED
      and DELIVERED by

                          	
                            )

                          	 
      
	
                            MARIO
      ROTUNDO, a Vendor

                          	
                            )

                          	 
      
	
                            in
      the presence of:

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            /s/ Paul Cloutier

                          	
                            )

                          	 
      
	
                            Witness
      Signature

                          	
                            )

                          	
                            /s/ Mario Rotundo

                          
	 
      	
                            )

                          	
                            MARIO ROTUNDO

                          
	 	
                            )

                          	 
      
	
                            Witness
      Address

                          	
                            )

                          	 
      
	 
      	
                            )

                          	 
      
	
                            Paul Cloutier, Consultant

                          	
                            )

                          	 
      
	
                            Witness
      Name and Occupation

                          	
                            )