Form 8-K/A for Raven Gold


    

      AMENDMENT
        NO. 1 TO JOINT VENTURE AGREEMENT

      


      


      This
        Amendment No. 1 to Joint Venture Agreement (the “Amended Agreement”),
        dated
        as of March 30, 2007, is entered into by and among Raven Gold Corp. (the
        “Company”),
        Tara
        Gold Resources Corp. (“Tara”) and Corporación Amermin S.A. de C.V., a 97% owned
        subsidiary of Tara Gold Resources Corp. (“Amermin”; Amermin and Tara shall
        hereafter be collectively referred as “Tara Gold”).

      


      R
        E C I T
        A L S:

      


        WHEREAS,
        the Company and Tara Gold are parties to that certain Joint Venture Agreement
        (the “Agreement”), originally dated May 30, 2006. All capitalized terms used but
        not defined herein shall have the meanings ascribed to such terms in the
        Agreement;

      


      WHEREAS,
        the Company and Tara Gold originally entered into the Agreement on August
        23,
        2006 and at execution of the Agreement erroneously dated the Agreement as
        of May
        30, 2006; 

      


      WHEREAS,
        the Company and Tara Gold mutually intended to have the Agreement be effective
        as of May 30, but the Agreement was actually dated as of May 30, but did
        not say
        effective as of this date;

      


      WHEREAS,
        the Company and Tara Gold mutually agree and acknowledge that the Agreement
        was
        erroneously dated as of May 30, 2006 and should have been dated as of August
        23,
        2006 and effective as of May 30; and

      


      WHEREAS,
        the Company and Tara Gold mutually wish to amend the Agreement per the terms
        of
        this Amended Agreement to provide that the Agreement should have been dated
        as
        of August 23, 2006 and effective as of May 30. 

       

      A
        G R E E M E N T:

      


      NOW,
        THEREFORE, in consideration of the foregoing and subject to the terms and
        conditions herein contained, the parties hereto agree as follows:

      


      Section
        1    Amendments.

      


      1.1    Date
        of the Agreement.
        Upon
        the terms and the conditions set forth herein, the Company and Tara Gold
        each
        mutually agree and acknowledge that the Agreement is hereby amended to set
        forth
        that the date of the Agreement is August 23, 2006, and that the Agreement
        is
        effective as of May 30, 2006.

      


      1.2    Amendment
        to the Agreement.
        The
        first paragraph (the introductory paragraph) on page 1 of the Agreement is
        hereby
        amended and replaced in its entirety with the following section:

      


      “Re:
        Joint
        Venture Agreement, dated as of the date hereof and effective as of May 30,
        2006,
        on the La Currita Groupings, near Temoris, Chihuahua, Mexico between Amermin
        S.A. de C.V., a 97% owned subsidiary of Tara Gold Resources Corp. (Tara)
        and
        Raven Gold Corp. (RAVEN) in trust for a Mexican subsidiary to be created
        at a
        later date. The La Currita Groupings are approximately 192 acres and are
        known
        as Sulema 2, El Rosario, La Curra, and La Currita (Head of group).”

       

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Section
        2 Miscellaneous.

      


      2.1    Except
        as amended hereby and for the purposes described herein, the Agreement shall
        remain in full force and effect in accordance with its terms.

      


      2.2    This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York applicable to contracts made and to be performed within
        such
        state.

      


      


      [Signature
        Pages Following]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
        first-above written.

      


      RAVEN
        GOLD CORP.

      


      


      By: 
         /s/
        Gary Haukeland

      
        
          

        

      

      Name:
        Gary Haukeland

      Title:
        Chief Executive Officer

      


      Address
        for Notice Purposes:

      


      Raven
        Gold Corp.

      #205-598
        Main Street

      Penticton
        B.C.

      V2A-5C7

      


      


      
        	
                TARA
                  GOLD RESOURCES CORP.        
                   

              	
                AMERMIN
                  S.A. DE C.V

              
	
                 

                By: 
                   /s/
                  Francis R. Biscan Jr.

                
                  

                

                Name:
                  Francis R. Biscan Jr.

                Title:
                  President and Chief Executive Officer

              	
                 

                By: 
                   /s/
                  Ramiro Trevizo Ledesma

                
                  

                

                Name:
                  Ramiro Trevizo Ledesma

                Title:
                  President 

              
	 	 
	 Address
                for
                Notice Purposes: 	 Address
                for
                Notice Purposes: