S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ivany Mining, Inc.
(Exact name of registrant as specified in its charter)
Delaware	8-0258277
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8720 A Rue Du Frost, St. Leonard, Quebec, Canada	H1P 2Z5
(Address of Principal Executive Offices)	(Zip Code)
Investor Relations Agreement
(Full title of the plan)
Corporation Service Company, 2711 Centerville Rd., Suite 400, Wilmington, DE 19808
(Name and address of agent for service)
1.866.403.5272
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock $0.001 par value	300,000 Shares	$0.45 Per Share	$135,000	$5.31

(1)   This registration statement covers the common stock issuable pursuant to a consulting agreement entitled “Investor Relations Agreement” with Focus Relations, Inc.

(2)   Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the bid and asked price as of a specified date within five business days prior to the date of filing the registration statement.

________________

Copies to:

Joe Laxague, Esq.

 Cane Clark LLP

3273 E. Warm Springs Rd.

Las Vegas, Nevada 89120

(702) 312-6255

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*           Information required by Part I to be contained in Section 10(a) prospectus is omitted from the RegistrationStatement in accordance with Rule 428 under the Securities Act of 1933, and Note to Part I of Form S-8.

PART II

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(1)   Annual Report on Form 10-KSB for the year ended June 30, 2007, filed with the Commission on September 28, 2007;

(2)   Quarterly Reports on Form 10-QSB for the periods ended September 30, 2007, December 31, 2007, and March 31, 2008 filed with the Commission on November 13, 2007, February 15, 20098, and May 16, 2008, respectively.

(3)   Current Reports on Form 8-K, filed with the Commission on October 18, 2007, October 22, 2007, January 16, 2008, January 31, 2008, and February 7, 2008; and

(4)   The Company’s Form S-1 Registration Statement filed with the Commission on March 27, 2008,  as amended on April 18, 2008.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable

Item 5. Interests of Named Experts and Counsel.

No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Item 6. Indemnification of Directors and Officers.

Our officers and directors are indemnified as provided by the Delaware General Corporation Law and our articles of incorporation and our bylaws.

Pursuant to our articles of incorporation and our bylaws, we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (other than an action by or in the right of us) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the company or is or was serving at the request of us as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a pleas of nolo contenders or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

Our articles of incorporation and bylaws also provide that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of our company or procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of our company or is or was serving at our request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in our best interests: but no indemnification shall be made in respect to any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to us unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

To the extent that a director, officer, employee, fiduciary or agent of a corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in the preceding two paragraphs or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

The indemnification provided by the provisions described in this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under our articles of incorporation, the bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
5.1	Opinion of Cane Clark LLP regarding validity of securities with consent to use
10.1	Investor Relations Agreement with Focus Relations, Inc.
23.1	Consent of Moore & Associates, Chtd., Independent Registered Public Accounting Firm
24	Power of Attorney (included on the signature page hereof)

Item 9.                                Undertakings.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

           (i) To include any prospectus required by section 10(a)(3) of the Securities Act;

           (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; or

           (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

                (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information

about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Delaware General Corporation Law, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the registrant and its officers and directors or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in St. Leonard, Quebec, Canada, on July 23, 2008.

 Ivany Mining, Inc.

By:	/s/Derek Ivany
	Derek Ivany
	President, Chief Executive Officer, Principal Executive Officer, and Director

By:	/s/Victor Cantore
	Victor Cantore
	Chief Financial Officer, Chief Executive Officer, Principal Executive Officer, and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Derek Ivany as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

By:	/s/Derek Ivany
	Derek Ivany
	President, Chief Executive Officer, Principal Executive Officer, and Director
	July 24, 2008

By:	/s/Victor Cantore
	Victor Cantore
	Chief Financial Officer, Chief Executive Officer, Principal Executive Officer, and Director
	July 24, 2008

EX-5.1

Cane Clark LLP		3273 E. Warm Springs Las Vegas, NV  89120
Kyleen E. Cane*	Bryan R. Clark^	Telephone:   702-312-6255
Joe Laxague~	Scott P. Doney~	Facsimile:     702-944-7100
		Email:           jlaxague@caneclark.com

July 24, 2008

Ivany Mining, Inc.

8720 A Rue Du Frost

St. Leonard, Quebec, Canada  H1P 2Z5

Re:     Ivany Mining, Inc., Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Ivany Mining, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the registration of 300,000 shares of the Company’s common stock (the “Shares”).  This opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-B under the Act.

In rendering the opinion set forth below, we have reviewed (a) the Registration Statement and the exhibits thereto; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books, including resolutions of the board of directors approving the Consulting Agreement and; (e) the Consulting Agreement; and (f) such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, it is our opinion that the Shares have been duly and validly authorized, and when the Registration Statement has become effective under the Act, such Shares will be legally issued, fully paid and non-assessable shares of the Company’s common stock.

Very truly yours,

CANE CLARK LLP

/s/Joe Laxague

Joe Laxague, Esq.

Cane Clark LLP		3273 E. Warm Springs Las Vegas, NV  89120
Kyleen E. Cane*	Bryan R. Clark^	Telephone:   702-312-6255
Joe Laxague~	Scott P. Doney~	Facsimile:     702-944-7100
		Email:           jlaxague@caneclark.com

CONSENT

WE HEREBY CONSENT to the inclusion of our name and use of our opinion in connection with the Form S-8 Registration Statement filed with the Securities and Exchange Commission as counsel for the registrant, Ivany Mining, Inc.

Very truly yours,

CANE CLARK LLP

/s/Joe Laxague

Joe Laxague, Esq.

EX-10.1

INVESTOR RELATIONS AGREEMENT

THIS INVESTOR RELATIONS AGREEMENT is made effective as of the 15TH  day of June, 2008.

BETWEEN:

IVANY MINING INC., with an address

at 8720-A Rue Dufrost, Montreal, QC, H1P 2Z5

(the Company)

AND:

FOCUS RELATIONS INC., with an address at Suite 73, 2080 Leanne Boulevard, Mississauga, Ontario L5K2S6

(the Contractor)

WHEREAS:

A.                          The Company is engaged in, among other things, the business of the acquisition and exploration of mining properties;

B.                          The Company is a reporting issuer in the USA and its common shares are listed for trading on the OTCBB;

C.                          The Company desires to retain the Contractor to assist with the corporate and investor relations of the Company and the Contractor has agreed to assist with the corporate relations of the Company pursuant to the terms of this Agreement.

                              NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

ARTICLE 1

APPOINTMENT AND AUTHORITY OF CONTRACTOR

1.1                          Appointment of Contractor

                              The Company hereby appoints the Contractor to perform certain services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth

1.2                          Authority of Contractor

                              The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

1.3                          Independent Contractor

                              In performing its services hereunder, the Contractor shall be an independent contractor and not an employee or agent of the Company, except that the Contractor shall be the agent of the Company solely in circumstances where the Contractor must be the agent to carry out its obligations as set forth in this Agreement. Nothing in this Agreement shall be deemed to require the Contractor to provide its services exclusively to the Company and the Contractor hereby acknowledges that the Company is not required and shall not be required to make any remittances and payments required of employers by statute on the Contractor's behalf and the Contractor or any of its agents or employees shall not be entitled to the fringe benefits provided by the Company to its employees.

1.4                          Contractors Warranties

                              The Contractor represents and warrants that it will provide, as required and at its own expense, competent management personnel and that its agents or employees have the qualifications, experience and capabilities necessary to carry out the services to be performed hereunder, and that the services will be performed to the standard of care, skill and diligence of experienced workers in that same field.

ARTICLE 2

CONTRACTOR'S AGREEMENTS

2.1                          General

                              The Contractor, at the expense of and on behalf of the Company, shall:

(a)	assist with the corporate and investor relations of the Company pursuant to the terms and conditions of this Agreement;
(b)	implement or cause to be implemented decisions of the Company in accordance with and as limited by this Agreement;
(c)	at all times be subject to the direction of the Company and shall keep the Company informed as to all matters concerning the Contractor's activities; and
(d)	meet the performance standards that may be reasonably prescribed by the Company from time to time. The Company acknowledges that, since the Contractor is an independent contractor and not an employee of the Company, the Contractor shall have direction and control, of the manner, methods, techniques and procedures used by its agents or employees to perform the services described herein.

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2.2                          Contractor's Activities

                              In carrying out its obligations under this Agreement with respect to the promotional activities of the Company, the Contractor shall:

(a)	introduce to the Company brokerage firms; the money managers and research departments of certain funds and institutions; analysts; special situation people or special situation investing groups; and other persons or entities who may have a direct interest in the Company’s stock (collectively, the Investing Groups). Further, the Contractor shall initiate and maintain communication with the Investing Groups through a series of meetings in selected cities, by written correspondence, personal visits, individual telephone conversations and teleconferencing;
(b)	create, carry out and provide a publicity program to the Company using any or all of the following means: (i) financial newspapers, magazines and periodicals; (ii) news, feature and financial sections of the national news magazines; (iii) wire services and feature syndicates; (iv) financial, news and feature sections of daily newspapers; (v) financial television and radio programs (vi) trade periodicals that circulate throughout the Company’s industry; (vii) press releases; and (viii) press presentations and special press interviews (collectively, the Corporate Communications Program);
(c)	the Corporate Communications Program provided to the Company shall consist of information, provided by the Company to the Contractor. Further, the Corporate Communications Program will relate to the Company’s general corporate activity; personnel and executives including management and management philosophy; corporate history and future goals; potential sales and earnings; expansion programs; ore findings and reports; and other salient subjects that will enhance the Company’s corporate image;
(d)	in addition to the services provided herein, the Contractor may provide to the Company certain corporate finance advisory services. Through the firms relationship with the investment banking community, the Contractor is able to introduce the Company to potential sources of financing, such as, investment bankers, brokerage firms, venture capital groups, and individuals or special group investors. If the Contractor provides such services to the Company and monies are raised for the Company, then the Company agrees to pay to the Contractor a finder’s fee. The amount of such finder’s fee shall be based on a mutually agreed upon percentage of such monies raised;

provided that it is acknowledged that the Company may engage other entities to assist with the corporate and investor relations of the Company and in this regard the Contractor will take such steps as shall be necessary to co-ordinate its activities with such other entities to ensure there is no duplication of services.

2.3                          Fiduciary Obligations

                              Without limiting the generality of the foregoing, the Contractor will not during the term of this Agreement act in any manner contrary to the terms of this Agreement, or the best interests of the Company.

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2.4                          Dissemination of Information

                              The Contractor will not disseminate or spread any false or misleading information regarding the Company to any person. The Contractor will disseminate any news and information which is specifically authorized in writing by the Company. No act or omission by the Company will act to waive the requirements of this Section 2.4.

ARTICLE 3

COMPANY'S AGREEMENTS

3.1                          Compensation of Contractor

                              As compensation for the services rendered by the Contractor pursuant to this Agreement, the Company shall pay to the Contractor a total of 300,000 common shares of Ivany Mining Inc. (IVNM), 180,000 common shares shall be paid at signing of this agreement, and 10,000 common shares shall be issued in  advance, on or before the first day of each month or if a Saturday, Sunday or holiday the next following business day, for the term of this agreement.

3.2                          Access to Company Information

                              The Company will make available to the Contractor such information and data and will permit the Contractor, its agents and employees, to have access to such documents or premises as are reasonably necessary to enable it to perform the services provided for under this Agreement.

3.3                          Indemnity by Company

                              The Company hereby agrees to indemnify, defend and hold harmless the Contractor, from and against any and all claims, demands, losses, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including reasonable legal fees), arising directly or indirectly, in whole or in part, out of any matter related to any action taken by the Contractor within the scope of its duties or authority hereunder, excluding only such of the foregoing as arise from the fraudulent, gross negligence, reckless or wilful act or omission of the Contractor, its officers, directors, agents or employees or as arise in respect of the Contractor's office overhead or the Contractor's general

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administrative expenses, and the provisions of this Section 3.3 shall survive termination of this Agreement.

ARTICLE 4

DURATION, TERMINATION AND DEFAULT

4.1                          SEC Approval and Effective Date

                              This Agreement is conditional and subject to the approval of the SEC rules and limitations, and if approved, this Agreement shall become effective as of the 15th day of June, 2008, and shall remain in force for a term of 12 months, subject to termination as provided herein. The Contractor will assist the Company with providing such information as the SEC may require in considering this Agreement.

4.2                          Termination

                              This Agreement may be terminated by either party on December 31, 2008 (or the next business day) by giving the other party written notice of such termination, and such termination shall be effective immediately.

4.3                          Duties Upon Termination

                              Upon termination of this Agreement for any reason, the Contractor shall, upon receipt of all sums due and owing, promptly deliver the following in accordance with the directions of the Company:

(a)	a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; and
(b)	all documents pertaining to the Company or this Agreement, including but not limited to, all books of account, correspondence and contracts, provided that the Contractor shall be entitled thereafter to inspect, examine and copy all of the documents which it delivers in accordance with this provision at all reasonable times upon three (3) days' notice to the Company.

4.4                          Compensation of Contractor on Termination

                              Upon termination of this Agreement, the Contractor shall be entitled to receive as its full and sole compensation in discharge of obligations of the Company to the Contractor under this Agreement (except as otherwise provided in Section 3.4), all sums due and payable under this Agreement to the date of termination and the Contractor shall have no right to receive any further payments; provided, however, that the Company shall have the right to offset against any payment owing to the Contractor under this Agreement any damages, liabilities, costs or expenses suffered by the Company by reason of the fraud, negligence or wilful act of the Contractor, to the extent such right has not been waived by the Company.

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ARTICLE 5

CONFIDENTIALITY

5.1                          Ownership of Work Product

                              All reports, documents, concepts, products and processes together with any marketing schemes, business or sales contracts, or any business opportunities prepared, produced, developed, or acquired, by or at the direction of the Contractor, directly or indirectly, in connection with or otherwise developed or first reduced to practice by the Contractor performing the services (collectively, the "Work Product") shall belong exclusively to the Company which shall be entitled to all right, interest, profits or benefits in respect thereof. No copies, summaries or other reproductions of any Work Product shall be made by the Contractor or any of its agents or employees without the express permission of the Company, provided that the Contractor is hereby given permission to maintain one copy of the Work Product for its own use.

5.2                          Confidentiality

                              The Contractor shall not, except as authorized or required by its duties, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Agreement and shall keep in complete secrecy all confidential information entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company's business or may be likely so to do. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain.

                              The Contractor shall comply, and shall cause its agents and employees to comply, with such directions as the Company shall make to ensure the safeguarding or confidentiality of all such information. The Company may require that any agent or employee of the Contractor execute an agreement with the Company regarding the confidentiality of all such information.

5.3                          Devotion to Contract

                              During the term of this Agreement, the Contractor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated company, as is reasonably necessary for the proper performance of its services pursuant to this Agreement. Nothing contained herein shall be deemed to require the Contractor to devote its exclusive time, attention and ability to the business of the Company. During the term of this Agreement, the Contractor shall, and shall cause each of its agents or employees assigned to performance of the services on behalf of the Contractor to,:

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(a)	at all times perform its services faithfully, diligently, to the best of its abilities and in the best interests of the Company;
(b)	devote such of its time, labour and attention to the business of the Company as is necessary for the proper performance of the Contractor's services hereunder; and
(c)	refrain from acting in any manner contrary to the best interests of the Company or contrary to the duties of the Contractor as contemplated herein.

5.4                          Other Activities

                              The Contractor shall not be precluded from acting in a function similar to that contemplated under this Agreement or in any other capacity for any other person, firm or company provided such action shall not conflict with the Contractor's duty to the Company and shall not prevent the Contractor from fulfilling its duties pursuant to this Agreement.

5.5                          Trading/Tipping

                              The Contractor will not disclose to any party information respecting the Company that has not been publicly disclosed, nor will the Contractor trade in shares of the Company while in possession of such knowledge.

ARTICLE 6

MISCELLANEOUS

6.1                          Waiver; Consents

                              No consent, approval or waiver, express or implied, by either party hereto, to or of any breach of default by the other party in the performance by the other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a general waiver by such party of its rights under this Agreement, and the granting of any consent or approval in any one instance by or on behalf of the Company shall not be construed to waiver or limit the need for such consent in any other or subsequent instance.

6.2                          Governing Law

                              This Agreement and all matters arising there under shall be governed by the laws of the State of Deleware.

6.3                          Successors, etc.

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                              This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective heirs, successors and permitted assigns.

6.4                          Subcontracts

                              The Contractor has the right, power, and authority to delegate any duties or obligations arising hereunder, with the approval of the Company, or to subcontract its services, or any portion thereof, with the approval of the Company, provided that any subcontract shall be made subject to the terms of this Agreement and the Contractor shall require the subcontractor, to acknowledge such terms in writing at the time the subcontract agreement is executed. No such delegation or subcontracting shall relieve the Contractor from any of its obligations under this Agreement and a subcontractor shall, as between the Company and the Contractor, be deemed to be the agent of the Contractor.

6.5                          Assignment

                              This Agreement may not be assigned by any party except with the written consent of the other party hereto.

6.6                          Entire Agreement and Modification

                              This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof. To be effective any modification of this Agreement must be in writing and signed by the party to be charged thereby.

6.7                          Headings

                              The headings of the Sections and Articles of this Agreement are inserted for convenience of reference only and shall not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the parties hereto.

6.8                          Notices

                              All notices, requests and communications required or permitted hereunder shall be in writing and shall be sufficiently given and deemed to have been received upon personal delivery or, if mailed, upon the first to occur of actual receipt or forty-eight (48) hours after being placed in the mail, postage prepaid, registered or certified mail, return receipt requested, respectively addressed to the Company or the Contractor as follows:

8

The Company:

8720-A Rue Dufrost

Montreal, Quebec

H1P-2Z5

Attention: Mr. Ivany or Mr. Cantore

       The Contractor:

Suite 73 - - 2080 Leanne Blvd.

Mississauga, Ontario

L5K-2S6

Attention: Vanessa Lourenco

or such other address as may be specified in writing to the other party, but notice of a change of address shall be effective only upon the actual receipt.

6.9                          Time of the Essence

                              Time is of the essence.

6.10                        Further Assurances

                              The parties hereto agree from time to time after the execution hereof to make, do, execute or cause or permit to be made, done or executed all such further and other lawful acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.

6.11                        Counterparts

                              This Agreement may be executed in several counter-parts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

                              IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

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IVANY MINING INC.

Per:     /s/Derek Ivany

            Derek Ivany

            Authorized Signatory

FOCUS RELATIONS INC.

Per:     /s/Vanessa Lourenco

            Vanessa Lourenco

            Authorized Signatory

EX-23.1

MOORE & ASSOCIATES, CHARTERED

      ACCOUNTANTS AND ADVISORS

        PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form S-8 of Ivany Mining Inc., of our report dated September 24, 2007, by reference, on our audit of the financial statements of Ivany Mining Inc. as of June 30, 2007, and the related statements of operations, stockholders’ equity and cash flows for the year then ended, and the reference to us under the caption “Experts.”

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

July 23, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)253-7499 Fax (702)253-7501