EXTENSION AGREEMENT #2

EXTENSION AGREEMENT #2

BETWEEN:

AFFINITY GOLD CORP.

and

AMR PROJECT PERU S.A.C.

and

XXXXXXX XXXXXXX

XXXXX XXXXXXX

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/ Xxxxx X. Xxxxxxxx	)
Authorized Signatory	)
	)
Xxxxx X. Xxxxxxxx, Director	)
(print name and title)
AMR PROJECT PERU S.A.C.,	)
the Company,	)
	)
	)
Per:      /s/ Xxxxxxx Xxxxxxx	)
Authorized Signatory	)
	)
Xxxxxxx Xxxxxxx, General Manager	)
(print name and title)
SIGNED and DELIVERED by	)
XXXXXXX XXXXXXX, a Vendor	)
in the presence of:	)
	)
/s/ Xxxx Xxxxxxxx	)
Witness Signature	)		/s/ Xxxxxxx Xxxxxxx
	)		XXXXXXX XXXXXXX
	)
Witness Address	)
	)
Xxxx Xxxxxxxx, Consultant	)
Witness Name and Occupation	)

SIGNED and DELIVERED by	)
XXXXX XXXXXXX, a Vendor	)
in the presence of:	)
	)
/s/ Xxxx Xxxxxxxx	)
Witness Signature	)		/s/ Xxxxx Xxxxxxx
	)		XXXXX XXXXXXX
	)
Witness Address	)
	)
Xxxx Xxxxxxxx, Consultant	)
Witness Name and Occupation	)