EXTENSION
AGREEMENT #2

     

    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”).

     

    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, and the
Extension Agreement, dated June 29, 2009, will not occur by July 14, 2009, the
closing date shall be extended so that the closing shall take place on or before
July 28, 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 14th 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

                                  	
                                    )