TAC GOLD CORPORATION Suite 203 2780 Granville Street Vancouver, British Columbia, V6H 3J3

TAC GOLD CORPORATION
Suite 000 0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

August 6, 2010

Osprey Ventures, Inc.
Business Address
0 Xxxx Xxxxxx, 00 Xxxxx, Xxxx X
Xxxx Xxx Xxxx
Xxxxxxx, X0 X0X0X0

Attention: President

Dear Sir/Madam:

Re: Iowa Canyon Property

This letter will serve to confirm our agreement wherein, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by us, TAC Gold Corporation (“TAC”) hereby agrees that, for a period of 12 months commencing from the date hereof, should TAC receive a bona fide offer to acquire any or all of TAC’s interest in that mineral property located in Xxxxxx County, Nevada, commonly known as the Iowa Canyon Property (the “Property”) or should TAC otherwise propose to sell, transfer or assign any or all of its interest in the Property, TAC shall first offer such interest to Osprey Ventures, Inc. (“Osprey”) on terms no less favourable to Osprey than those otherwise proposed.

Accepting the above accurately details your understanding of our agreement in this regard could you please execute this letter where indicated and return same at your earliest convenience.

TAC GOLD COPORATION

Per:

Authorized Signatory

Acknowledged and agreed this to ____ day of _______, 2010.

OSPREY VENTURES, INC.

Per:

Authorized Signatory