AMENDING AGREEMENT AND DIRECTION
Exhibit
10.2
AMENDING
AGREEMENT AND DIRECTION
TO: Ironwood
Gold Corp.
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Acquisition
Agreement dated for reference October 28, 2009 between
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Ironwood
Mining Corp., Ironwood Gold Corp. and Kingsmere Mining
Ltd.
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All
capitalized terms used and not otherwise defined herein have the meaning given
to such terms in the Acquisition Agreement.
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1.
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Section
4 of the Acquisition Agreement is deleted in its entirety and is replaced
with the following:
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"Ironwood
Gold Corp. hereby agrees to issue 15,000,000 restricted shares of common stock
of ironwood. Gold Corp. (the "Consideration Shares") to Ironwood Mining Corp. or
its nominees or assignees".
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2.
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Ironwood
Mining Corp. hereby directs that the Consideration Shares be issued to the
parties listed on the attached Schedule
"A".
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3.
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In
all other respects the terms and conditions of the Agreement shall
continue in full force and
effect.
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4.
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Each
of the parties hereto agrees to do and/or execute all such further and
other acts, deeds, things, devices, documents and assurances as may be
required in order to carry out the true intent and meaning of this
Amending Agreement.
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5.
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This
Amending Agreement shall ensure to the benefit of and he binding upon the
parties hereto and each of their successors and permitted assigns, as the
case may be.
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6.
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This
Amending Agreement may be executed in any number of counterparts and any
party hereto may execute any counterpart, each of which when executed and
delivered will be deemed to be an original and all of which counterparts
taken together will be deemed to be one and the same instrument. The
execution of this Amending Agreement will not become effective until all
counterparts hereof have been executed by all of the parties
hereto.
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7.
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Each
of the parties hereto will be entitled to rely upon delivery by facsimile
of executed copies of this Amending Agreement, and such facsimile copies
will be effective to create a valid and binding agreement among the
parties hereto in accordance with the ▇▇▇▇▇ and conditions of this
Amending Agreement.
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IN
WITNESS WHEREOF, this Amending Agreement has been executed and delivered as of
the 17th day of December, 2009.
IRONWOOD
MINING CORP.
Per:______________________
(authorized signatory)
Per:_______________________
(authorized signatory)