S-1/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Gold Run Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

1040

(Primary Standard Industrial Classification Code Number)

20-4919927

(I.R.S. Employer Identification Number)

330 Bay Street, Suite 820, Toronto, Ontario, Canada M5H 2S8 (416) 363-0151

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Hecht & Associates, P.C., 275 Madison Ave., 28th Floor, New York, NY 10016 (212) 490-3232

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

As soon as practicable after this registration statement becomes effective.

Approximate date of proposed sale to the public)

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filed" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting (company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered1	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee2
Units, consisting of one share of Common Stock, one-half Warrant to purchase one share of Common Stock at $.753, and one-half Warrant to purchase one share of Common Stock at $1.253.	19,166,666	—	—	—
Common Stock included in Units	19,166,666	$.0504	$9,583,333	$153.00
Warrants to purchase Common Stock included in Units	19,166,666	$0.104	$1,916,667	$30.60
Common Stock5	6,536,604	$0.50	$3,268,302	$61.20
Total:				$244.806

Notes:

¹ Up to 1,150,000 warrants may be issued to dealers who participate in the offering by the registrant and neither these warrants nor the shares underlying the exercise of these warrants are being registered.

² Previously paid.

³ Issuable upon exercise of warrants.

⁴ Estimated solely for the purpose of calculating the registration fee pursuant to Section 6(b) of the Securities Act of 1933, as amended.

⁵ Represents the dollar amount, at $0.50 per share, of the shares that we are registering on behalf of our selling shareholders. These 6,536,604 shares of Common Stock may not be sold until their holders have been notified by us or our designees that we have closed on our minimum offering of 6,666,666 Units.

⁶ This registration fee is offset against a registration fee of $856.00 that was paid in connection with the registation statement on Form SB-2 of Gold Run Inc., file number 333-139412, filed on December 15, 2006.

* * *

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

Until August [20], 2008, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers' obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold subscriptions.

2

PROSPECTUS
16,666,666 Units
GOLD RUN INC.

We are offering a minimum of 6,666,666 and a maximum of 16,666,666 Units on a best efforts, minimum/maximum basis, and, at our option if the maximum number of Units is subscribed for, an additional 2,500,000 Units. We are registering an additional 6,536,604 shares of Common Stock on behalf of the selling shareholders, who may sell these shares of Common Stock from time to time.

This Prospectus relates to the sale of up to 19,166,666 Units and 6,536,604 shares of Common Stock, consisting of:

•      A minimum of 6,666,666 and a maximum of 16,666,666 Units, which will be offered on a best efforts, minimum/maximum basis. In the event that the maximum number of Units is subscribed for, we will have the option to offer an additional 2,500,000 Units. Each Unit consists of (i) one share of Common Stock, (ii) one-half Warrant to purchase one share of Common Stock for $0.75, expiring one year from the final closing date of this offering, and (iii) one-half Warrant to purchase one share of Common Stock for $1.25, expiring two years from the final closing date of this offering.

•      6,536,604 shares of Common Stock that have been registered on behalf of the selling shareholders. These 6,536,604 shares of Common Stock may not be sold until their owners have been notified by us or our designees that we have closed on our minimum offering of 6,666,666 Units, after which time these shareholders may sell their shares until August [20], 2008, which may be extended by us for up to an additional 90 days.

The Units sold by us under this Prospectus will be sold for $0.60 per Unit. We are offering a minimum of 6,666,666 and a maximum of 16,666,666 Units on a best efforts, minimum/maximum basis. A minimum of 6,666,666 Units must be sold by July [20], 2008 and we have the right to extend the offering for up to 30 additional days. If we sell a minimum of 6,666,666 Units, then this offering will continue until we have sold 16,666,666 Units or until the final closing date, whichever comes first. In the event that we sell all 16,666,666 Units in the maximum offering prior to the final closing date, then we will have the option to offer an additional 2,500,000 Units, which we may sell for up to 30 days following the date we achieved the maximum offering. Additionally, with respect to the 6,536,604 shares of Common Stock being registered on behalf of the selling shareholders, this Prospectus shall remain effective until August [20], 2008, which may be extended by us for up to an additional 90 days.

All subscription funds received in connection with our offering will be held in an escrow account at Bank of New York pending the closing of the minimum offering. If we do not close on the minimum offering by July [20], 2008, or by the end of any extension period, this offering shall expire and all funds being held in escrow will be promptly returned to investors without interest. Offering expenses and dealer commissions, if any, will be deducted from the proceeds when and if the minimum offering closes.

	Price to Public1		Commission2		Net Proceeds to Us3
Per Unit		$0.60		-0-		0.60
Total Minimum Offering		$4,000,000		-0-		$3,725,000
Total Maximum Offering excluding Overallotment		$10,000,000		-0-		$9,725,000
Total Maximum Offering including Overallotment		$11,500,000		-0-		$11,225,000

We became a reporting company under the Securities Exchange Act of 1934, as amended, when our initial registration statement on Form SB-2, which has since been withdrawn, was declared effective on May 14, 2007. This prior offering was solely for common stock on an all-or-none basis plus a percentage of the shares owned by our selling shareholders. We terminated that offering after having made material changes to its terms but continued to offer our shares before the SEC declared effective the amended prospectus describing the revised terms. All funds received from that offering were returned to the subscribers prior to the filing of this registration statement. We are offering our stock on a minimum/maximum basis instead of on an all-or-none basis because of our subjective assessment of market conditions.

Notes:

¹ We have arbitrarily determined the public offering price of our Units. The public offering price bears no relationship to any objective criterion of value. See the section captioned "Determination of Offering Price" for more details. This table does not include 6,536,604 shares of Common Stock being registered on behalf of our selling shareholders.

² Members of the National Association of Securities Dealers, Inc. and foreign dealers who participate in this offering will (i) be paid a 10% cash commission to the extent that they participate, (ii) be issued warrants in an amount equal to 5% of the sales that they participate in and we accept, exercisable for one year following the termination date of this offering at a price of $0.75 per share, and (iii) be issued warrants in an amount equal to 5% of the sales that they participate in and we accept, exercisable for two years following the termination date of this offering at a price of $1.25 per share. The dealer warrants shall have the same terms as the warrants which are part of the Units that we are now offering. Our payment of any commissions will reduce our net proceeds.

³ Our proceeds from this offering are net of offering expenses, which include printing costs, accounting costs and legal fees to our securities counsel and excludes proceeds from the sale of any of the 6,536,604 shares of Common Stock being registered on behalf of the selling shareholders. These proceeds (net of commissions, if any) will accrue to the selling shareholders and not to us.

* * *

NEITHER THE SEC NOR ANY STATE OR FOREIGN SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION CAPTIONED "RISK FACTORS" AT PAGE 4 FOR MORE DETAILS.

THE PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT IS A PRELIMINARY PROSPECTUS THAT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT BEEN DECLARED EFFECTIVE. NO SECURITIES MAY BE SOLD UNDER THIS REGISTRATION STATEMENT UNTIL IT IS DECLARED EFFECTIVE BY THE COMMISSION.

The information contained in this Prospectus is subject to completion or amendment. We may not sell these securities until this registration statement, of which this Prospectus is a part, is declared effective. This Prospectus shall not constitute an offer to sell or a solicitation of an offer to buy these securities, and there shall not be any sale of these securities, in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.

Until such time as our shares of Common Stock become quoted on the OTC Bulletin Board or listed on a stock exchange, the selling shareholders will sell their shares at a price of $0.50 per share, which is identical to the price per share of the common stock comprising the Units which we are now registering. If a public trading market for our Common Stock develops in the future and our Common Stock becomes quoted on the OTC Bulletin board or listed on a stock exchange, the selling shareholders may sell their shares of Common Stock in such market at prevailing market prices. The selling shareholders may be deemed to be underwriters with respect to the shares of Common Stock that they are offering.

YOU SHOULD RELY ONLY UPON THE INFORMATION CONTAINED IN THIS PROSPECTUS IN CONSIDERING WHETHER TO BUY THE SECURITIES DESCRIBED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS COMPLETE AND ACCURATE ONLY AS OF THE DATE ON THE FRONT COVER, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF THE SALE OF ANY OF OUR SECURITIES.

* * *

Our principal executive offices are located at 330 Bay Street, Suite 820, Toronto, Ontario, Canada M5H 2S8. Our telephone number is (416) 363-0151.

The date of this Prospectus is May [20], 2008.

3

TABLE OF CONTENTS

Part I: Information Required in Prospectus	5
Summary Information	5
Risk Factors	6
Use of Proceeds	16
Determination of Offering Price	17
Dilution	17
Selling Security Holders	19
Plan of Distribution	23
Legal Proceedings	25
Directors, Executive Officers, Promoters and Control Persons	26
Security Ownership of Certain Beneficial Owners and Management	28
Description of Securities	30
Interest of Named Experts and Counsel	32
Commission Position of Indemnification for Securities Act Liabilities	32
Organization within Last Five Years	32
Description of Business	34
Description of Property	37
Management's Plan of Operation	50
Certain Relationships and Related Transactions	53
Market for Common Stock and Related Stockholder Matters	57
Executive Compensation	58
Legal Matters	61
Escrow	61
Experts	61
Financial Statements	62
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110
Glossary	110
Part II: Information not Required in Prospectus	111
Indemnification of Directors and Officers	111
Other Expenses of Issuance and Distribution	111
Recent Sales of Unregistered Securities	111
Exhibits	114
Undertakings	116
Signatures	118

4

PART I: INFORMATION REQUIRED IN PROSPECTUS

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this Prospectus and does not contain all of the information that you should consider before deciding whether to invest in our Company. You are urged to read this Prospectus in its entirety.

Gold Run Inc. (referred to in this Prospectus as "us" or "we") is a Delaware corporation that was formed in May 2006 to engage in the highly speculative business of exploring for gold. We commenced exploration activities in August 2006. As an exploration company, we have no mining operations, cash flow or income from any sources. We currently hold leases on four properties and have staked another property in northern Nevada, for a total of five properties, on which we have the right to explore, and if warranted, mine for gold. None of our properties are known to contain gold which can be mined at a profit. Our exploration efforts are led by our President and Chief Geologist, David Mathewson. We plan to use the proceeds from this offering to maintain our interests in these leases, comply with certain contractual obligations to Mr. Mathewson and continue with our gold exploration activities.

We are offering a minimum of 6,666,666 and a maximum of 16,666,666 Units on a best efforts, minimum/maximum basis. The Units sold by us under this Prospectus will be sold for $0.60 per Unit. In the event that we sell all 16,666,666 Units in the maximum offering prior to the termination date, then we will have the option to offer an additional 2,500,000 Units. We are also registering 6,536,604 shares of Common Stock on behalf of our selling shareholders.

Each Unit is comprised of (i) one share of Common Stock, (ii) one-half Warrant to purchase one share of Common Stock for $0.75, expiring one year from the final closing date of this offering, and (iii) one-half Warrant to purchase one share of Common Stock for $1.25, expiring two years from the final closing date of this offering.

As of the date of this registration statement, we are authorized by our charter to issue a total of 100,000,000 shares of Common Stock and have 27,185,134 shares of Common Stock issued and outstanding. This figure does not include the following shares:

•      The shares of Common Stock comprising the Units which are being offered and registered in this registration statement;

•      The shares of Common Stock for which the warrants comprising a part of the Units being offered in this registration statement are exercisable;

•      4,300,000 shares of Common Stock into which our outstanding warrants are exercisable as of the date of this registration statement;

•      1,600,000 shares of Common Stock underlying our outstanding stock options;

•      A maximum of 1,916,667 shares of Common Stock issuable to dealers upon their exercise of warrants that may be issued to them in connection with their participation in this offering.

•      776,470 additional shares of Common Stock that will be issued to two of our Selling Shareholders upon the effective date of this registration statement as the result of anti-dilution provisions contained in their subscription agreements.

If we achieve the minimum offering of 6,666,666 Units, and if all of the shares of Common Stock for which our warrants comprising the Units are exercised, and if all of our currently outstanding warrants and vested and non-vested stock options are exercised, and giving effect to the anti-dilution provisions contained in two of the selling shareholders' subscription agreements, we will have a total of 47,194,936 shares of Common Stock outstanding, and the 13,333,332 shares of Common Stock comprising and underlying the 6,666,666 Units that constitute the minimum offering will represent approximately 28.25% of the outstanding shares of Common Stock. This does not take into account any warrants exercisable for up to an aggregate maximum of 666,666 shares of Common Stock that may be issued to dealers in connection with their participation in the minimum offering.

5

If we achieve the maximum offering of 16,666,666 Units, and if all of the shares of Common Stock for which our warrants comprising the Units are exercised, and if all of our currently outstanding warrants and vested and non-vested stock options are exercised, and giving effect to the anti-dilution provisions contained in two of the selling shareholders' subscription agreements, we will have a total of 67,194,936 shares of Common Stock outstanding, and the 33,333,332 shares of Common Stock comprising and underlying the 16,666,666 Units that constitute the maximum offering will represent approximately 49.61% of the outstanding shares of Common Stock. This does not take into account any warrants exercisable for up to an aggregate maximum of 1,666,666 shares of Common Stock that may be issued to dealers in connection with their participation in the maximum offering.

If we achieve the maximum offering of 16,666,666 Units and choose to exercise our option to offer an over-allotment of up to an additional 2,500,000 Units, and if we succeed in selling the entire over-allotment of 2,500,000 Units, and if all of the shares of Common Stock for which our warrants comprising the Units are exercised, and if all of our currently outstanding warrants and vested and non-vested stock options are exercised, and giving effect to the anti-dilution provisions contained in two of the selling shareholders' subscription agreements, we will have a total of 72,194,936 shares of Common Stock outstanding, and the 38,333,332 shares of Common Stock comprising and underlying the 19,166,666 Units that constitute the maximum offering plus the over-allotment will represent approximately 53.10% of the outstanding shares of Common Stock. This does not take into account any warrants exercisable for up to an aggregate maximum of 1,916,666 shares of Common Stock that may be issued to dealers in connection with their participation in the maximum offering plus over-allotment.

Summary Financial Information

The summary financial information below is derived from our unaudited financial statements for the quarter ended March 31, 2008 and our audited financial statements for the year ended December 31, 2007, for the period from our inception (May 5, 2006) to December 31, 2006, and for the period from our inception to December 31, 2007. Our fiscal year ends on December 31 of each year. Our financial statements, together with the notes thereto, are included elsewhere in this Prospectus.

	From Inception to December 31, 2006			Fiscal Year Ending December 31, 2007				From Inception to December 31, 2007			Quarter Ending March 31, 2008
Total Assets	$	1,233,372		$	467,493		$	467,493		$	445,247
Total Liabilities		(1,869,548	)		(426,688	)		(426,688	)		653,288
Stockholders' Equity (deficit)		(636,176	)		40,805			40,805			(208,041	)
Total Revenue		-0-			-0-			-0-			-0-
Net Profit (Loss)		(839,620	)		(1,859,942	)		(2,699,562	)		(280,808	)
Net Profit (Loss) per share	$	(0.021	)	$	(0.047	)	$	(0.069	)		(0.010	)

RISK FACTORS

Our business is exploring for gold, which is a highly speculative activity. An investment in our securities involves a high degree of risk. You should not invest in our securities if you cannot afford to lose your entire investment. In deciding whether you should invest in our securities, you should carefully consider the following information together with all of the other information contained in this Prospectus. Any of the following risk factors can cause our business, prospects, financial condition or results of operations to suffer and you to lose all or part of your investment.

6

The loss of David Mathewson would adversely affect our business because his expertise is indispensable.

Our business depends upon the continued involvement of David Mathewson, our President and Chief Geologist. The loss of Mr. Mathewson's services would adversely affect our business and prospects. We relied solely upon Mr. Mathewson's judgment and expertise in deciding to lease and stake our properties. We did not independently visit, survey or examine our properties before leasing or staking them. We are relying upon Mr. Mathewson's familiarity with our properties in implementing our exploration program, which was designed by Mr. Mathewson. We plan to rely upon Mr. Mathewson's expertise in planning our future activities, including the acquisition of exploration prospects. We do not believe that we will be able to operate as planned in the event that Mr. Mathewson ceases to be involved with us. Mr. Mathewson could decide to cease being involved with us in the future in the event that we default under our agreement with him and fail to cure our default in a timely manner. We have already defaulted on our previous agreement with him, but were able to cure our default to Mr. Mathewson's satisfaction. There is no guarantee that we will be able to cure these defaults to Mr. Mathewson's satisfaction. Should any future defaults occur, you should carefully consider our reliance upon Mr. Mathewson's involvement and judgment before deciding whether to invest in our securities.

Exploring for gold is an inherently speculative business.

Exploring for gold is a business that by its nature is very speculative. There is a strong possibility that we will not discover any gold which can be mined at a profit. Even if we do discover gold deposits, the deposit may not be of the quality or size necessary for us to make a profit from actually mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

We must fund our exploration activities at a minimum level of $6,000,000 or we may lose our properties and key personnel. The minimum offering amount is insufficient to accomplish this funding.

Under our agreement with our President and Chief Geologist, David Mathewson, we are required to fund our exploration program in a minimum amount of $6,000,000, staggered in periodic payments through March 31, 2010. Our funding obligation will be deemed satisfied upon the earlier of i) the date upon which the cumulative sum of $6,000,000 has been expended on exploration costs, or ii) the date upon which funds in the amount of $6,000,000 (less the amount of exploration costs previously expended) is set aside and reserved to pay for exploration costs, provided that we have also set aside funds to pay for general and administrative expenses in an amount equal to 50% of the funds set aside to pay for exploration costs. In the event that we are unable to satisfy this commitment in a timely manner, then Mr. Mathewson may resign as our President and Chief Geologist and we will lose the rights to our currently leased properties and any other properties that we may have leased from Mr. Mathewson and/or an entity under his control or which have been generated by him. We were unable to fund our exploration financing tranche in the amount of $2,000,000 due on March 31, 2008. On April 1, 2008, Mr. Mathewson extended the deadline for that financing tranche by 90 days to June 29, 2008. If we are unable to meet this extended deadline and Mr. Mathewson thereupon advises us that we are in default, we will then have an additional 90 days following such notice to cure such default. We anticipate that we will be able to meet this obligation without penalty if we meet our minimum offering during the period of time in which this offering is open; however, in that event, we will have insufficient capital to fully execute our business plan after meeting this obligation. In the event that we shall have insufficient capital to meet our exploration program funding obligations, we will be required to renegotiate our agreement with Mr. Mathewson or seek additional sources of financing. Unless we close on the maximum offering, we will require additional capital in order to meet our contractual exploration program funding obligations. Our failure to close on the maximum offering would increase the risk that we may be unable to adequately finance our exploration program and the possibility that you will lose your investment.

7

Even if we close on the maximum offering, we may need to obtain additional financing over and above this public offering to obtain the capital required to comply with our $6,000,000 exploration program funding obligation to David Mathewson.

If we close on the maximum offering, we expect that the proceeds will be sufficient to fund our exploration program as it is currently planned and meet our exploration program funding obligations through March 31, 2010. Even if we achieve the maximum offering, we will probably require additional capital if we modify or expand our exploration program from what is currently planned. We will probably require additional capital over and above the proceeds of the maximum offering to fund our exploration program after March 31, 2010, or to fund the acquisition and exploration of new properties. We may also need capital more rapidly than currently anticipated, for example, if we incur higher-than-expected exploration expenses. At this time, it is impossible to quantify the amount of additional funding, if any, that we may require in the future. We may be unable to secure additional financing on terms acceptable to us, or at all, at times when we need such financing. If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders will be reduced and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our Common Stock. Such securities may also be issued at a discount to the market price of our Common Stock, resulting in possible further dilution to the book value per share of Common Stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.

Our ability to finance our operations in the future is dependent upon prevailing market conditions and our subjective assessment of them.

We are subject to the continuing risk that we may be unable to obtain additional financing in the future when we require it because of prevailing conditions in financial capital markets. This has already happened to us in the past. Our initial registration statement which was declared effective by the SEC in May 2007 was for a planned "all or none" offering. We were unable to complete that offering because of the condition of the financial markets at that time, and our proposed offering terms. That offering was terminated because of these factors, and we subsequently withdrew our original registration statement. Accordingly, there is the continuing risk that we may experience similar difficulty in the future in securing additional financing when we require it, and on acceptable terms, or at all.

8

Our management has conflicts of interest.

Some of our directors and officers have private mining interests and also serve as officers and/or directors of other gold exploration companies, or are principals of other companies with which we have business relationships. Consequently, their personal interests may come into conflict with our interests. Situations may arise where these persons are presented with business opportunities which may be desirable not only for us, but also to the other companies with which these persons are affiliated. In addition to competition for suitable business opportunities, we also compete with these other gold exploration companies for investment capital, technical resources, key personnel and other things. You should carefully consider these potential conflicts of interest before deciding whether to invest in our securities. In the event that such a conflict of interest arises at a meeting of our Board of Directors, a director who has such a conflict will abstain from voting for or against the matter about which the conflict exists. Two of our directors (including the Executive Chairman of the Board of Directors), who are also founders, are partners in a law firm that has rendered legal services to us in the past. Our directors and officers who have potential conflicts of interest as of the date of this Prospectus due to their affiliation with other companies are listed below:

•      David Mathewson, our President, Chief Geologist and a Director, has a 50% ownership interest in KM Exploration, Ltd., a Nevada limited liability company, from which we lease three of our five properties. As a 50% equity holder of KM Exploration, Mr. Mathewson may be deemed to have a conflict of interest notwithstanding his representation to us that he has waived his rights to receive any of our lease payments and a portion of any royalty payments that we may make to KM Exploration. Mr. Mathewson retains his residual interest in the portion of KM Exploration's net smelter return royalty that is not subject to buyback by us under the terms of our lease agreements. Depending upon the specific property lease, Mr. Mathewson's residual interest amounts to between 1/3 and 1/2 of 1% of our net smelter return for that property. Our lease agreements with KM Exploration are described in greater detail in the section captioned "Description of Property".

•      Ernest M. Cleave, our Treasurer, Chief Financial Officer and Controller, also serves as the chief financial officer of Grandview Gold, Inc., an Ontario company, which is a gold exploration company operating in the Carlin gold trend, near our properties.

•      Michael Berns, the Executive Chairman of our Board of Directors, is also the Chairman of the Board and the Chairman of the Audit Committee of Golden Odyssey Mining, Inc., a Canadian gold exploration company currently operating in the Carlin and Battle Mountain-Eureka gold trends, near our properties. He is also one of the two partners in the law firm of Berns & Berns, which formerly provided legal services to us.

•      James Berns, a Director, is one of the two partners in the law firm of Berns & Berns.

•      Christina Wilton, our Secretary, is also the Secretary of Asia Now Resources Corp., a Canadian mineral exploration company currently operating exclusively in China.

9

We do not know if our properties contain any gold that can be mined at a profit.

None of the properties on which we have the right to explore for gold are known to have any deposits of gold which can be mined at a profit. Whether a gold deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of gold, which is highly volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection.

We are an exploration stage company with no mining operations and we may never have any mining operations in the future.

Our business is exploring for gold. In the unlikely event that we discover commercially exploitable gold deposits, we will not be able to make any money from them unless the gold is actually mined. We will need to either mine the gold ourselves, find some other entity to mine our properties on our behalf, or sell our rights to mine the gold. Mining operations in the United States are subject to many different federal, state and local laws and regulations, including stringent environmental, health and safety laws. If we assume any operational responsibility for mining on our properties, it is possible that we will be unable to comply with current or future laws and regulations, which can change at any time. It is possible that changes to these laws will be adverse to any potential mining operations. Moreover, compliance with such laws may cause substantial delays and require capital outlays in excess of those anticipated, adversely affecting any potential mining operations. Our future mining operations, if any, may also be subject to liability for pollution or other environmental damage. It is possible that we will choose to not be insured against this risk because of high insurance costs or other reasons.

We are a new company with a short operating history and have only lost money.

We were formed on May 5, 2006. Our operating history consists of starting our preliminary exploration activities. We have no income-producing activities. We have already lost money because of the expenses we have incurred in recruiting personnel, acquiring the rights to explore on our properties, and starting our preliminary exploration activities. Exploring for gold is an inherently speculative activity. There is a strong possibility that we will not find any commercially exploitable gold deposits on our properties. Because we are a gold exploration company, we may never achieve any meaningful revenue.

We had a material weakness in our internal financial controls as of December 31, 2007. A material weakness could cause our financial statements to be inaccurate.

During their annual audit review completed in March 2008, the independent public accountants identified several control deficiencies, which we concluded, in the aggregate, constituted a material weakness in our internal control over financial reporting as of December 31, 2007. The three specific control deficiencies identified by the independent public accountants were:

•      Our small size made it difficult for us to properly segregate responsibilities for approving, authorizing and reconciling transactions. Specifically, we have only one full-time administrative employee, our chief executive officer, and our chief financial officer works for us on a part-time basis.

•      We misclassified certain expenditures and we failed to properly record and account for certain expenses as they were incurred, resulting in the publication of incorrect unaudited financial statements on Form 10-QSB for the quarter ended September 30, 2007.

•      On November 19, 2007, we filed with the SEC our quarterly report on Form 10-QSB for the quarter ending September 30, 2007 without prior review by our independent accountants as required by SEC regulations. We did not disclose in that filing, as required, that the required independent review had not been performed.

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A material weakness in our internal control over financial reporting could cause our financial statements to be inaccurate. This could cause the market to lose confidence in our financial reporting, impair our ability to obtain additional financing, and result in a loss of your investment.

We may not be able to follow our internal procedures relating to the authorization and reporting of our financial transactions, or such procedures may not function as intended.

We are a small company with limited resources. We have only one full-time administrative employee, our chief executive officer, and our chief financial officer works for us on a part-time basis. This may cause us not to comply with our internal procedures designed to assure that our financial information is properly gathered and reported. In the event that we do not follow these internal procedures, or if they do not function as intended, we could publish materially incorrect financial statements. This could cause investors to lose confidence in the accuracy of our reported financial information, impair our ability to secure additional financing, and result in a loss of your investment.

Our business is subject to extensive environmental regulations which may make exploring for or mining gold prohibitively expensive, and which may change at any time.

All of our operations are subject to extensive environmental regulations which can make exploring for gold expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of our exploring for gold on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploring for gold. This may adversely affect our financial position, which may cause you to lose your investment. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or to enter into interim compliance measures pending the completion of the required remedy. If a decision is made to mine any of our properties and we retain any operational responsibility for doing so, our potential exposure for remediation may be significant, and this may have a material adverse effect upon our business and financial position. We have not purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities) because we currently have no intention of mining our properties. However, if we change our business plan to include the mining of our properties and assuming that we retain operational responsibility for mining our properties, then such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration and, if warranted, development activities may be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.

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We may be denied the government licenses and permits which we need to explore for gold on our properties. In the event that we discover commercially exploitable gold deposits, we may be denied the additional government licenses and permits which we will need to mine gold on our properties.

Exploration activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented mineral claims require a permit to be obtained from the United States Bureau of Land Management, which may take several months or longer to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.

The value of our properties is subject to volatility in the price of gold.

Our ability to obtain additional and continuing funding, and our profitability should we ever commence mining operations, will be significantly affected by changes in the market price of gold. Gold prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold by central banks and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand; and the political and economic conditions of major gold or other mineral-producing countries throughout the world, such as Russia and South Africa. The price of gold or other minerals have fluctuated widely in recent years, and a decline in the price of gold could cause a significant decrease in the value of our properties, limit our ability to raise money, and render continued exploration and development of our properties impracticable. If that happens, then we could lose our rights to our properties and be compelled to sell some or all of these rights. Additionally, the future development of our mining properties beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the development of our properties economically viable. You may lose your investment if the price of gold decreases. The greater the decrease in the price of gold, the more likely it is that you will lose money.

Our property titles may be challenged. We are not insured against any challenges, impairments or defects to our mineral claims or property titles. We have not verified title to all of our properties.

Our properties are predominantly comprised of unpatented lode claims created and maintained in accordance with the federal General Mining Law of 1872. Unpatented lode claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented lode claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law. Title searches have recently been conducted on our Crescent Valley North, Robinson Creek and Horse Creek properties. The title searches indicate that although our titles to these three properties are defensible, there are potentially conflicting claims which may impair title to certain portions of our claims. The potentially conflicting claims are all located on the periphery of our properties. We do not believe that any potentially conflicting claims on these three properties will interfere with our business plan, as the potentially conflicting claims are all located away from our planned drilling sites and target zones. However, the specific nature and extent of any potential conflicts have not been determined at this time. Our title search has also indicated that a portion of our Crescent Valley North property was patented under the Taylor Grazing Act, which does not grant surface rights. We will need to negotiate a surface use agreement with the surface owner in the event that we wish to explore on this portion of the Crescent Valley North property, which we have no intention of doing at this time. Additionally, we have not conducted a title search on our Indian Creek and Tempo Mineral Prospect properties. The existence of potentially conflicting claims and use limitations on our properties and the uncertainty resulting from not having a title search on our Indian Creek and Tempo Mineral Prospect properties leaves us exposed to potential title suits. Defending any challenges to our property titles will be costly, and may divert funds that could otherwise be used for exploration activities and other purposes. In addition, unpatented lode claims are always subject to possible challenges by third parties or contests by the Federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase our costs of operation or limit our ability to explore on certain portions of our properties. We are not insured against challenges, impairments or defects to our property titles, nor do we intend to carry title insurance in the future. Potential conflicts to our mineral claims are discussed in detail in the section captioned "Description of Property".

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Proposed amendments to the General Mining Law may make it more difficult or impossible for us to execute our business plan.

At this time, Congress is actively considering an amendment to the General Mining Law that would, among other things, permanently ban the sale of public land for mining. The proposed amendment would expand the environmental regulations to which we are subject and would give Indian tribes the ability to hinder or prohibit mining operations near tribal lands. The proposed amendment would also impose a royalty of 4% of gross revenue on new mining operations located on federal public land, which would apply to all of our properties. The proposed amendment will make it more expensive or perhaps too expensive to recover any otherwise commercially exploitable gold deposits which we may find on our properties. At this time, the final form and provisions of the proposed amendment remain uncertain, as are the proposed amendment's prospects for passage into law. It is therefore impossible to fully assess the potential impact of the proposed amendment upon our business model, which may become significant.

Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold.

Gold exploration is a very competitive business. Competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration program. Fuel prices are extremely volatile as well. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect our exploration activities and financial condition.

We may not be able to maintain the infrastructure necessary to conduct exploration activities.

Our exploration activities depend upon adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our exploration activities and financial condition.

Our exploration activities may be adversely affected by the local climate, which prevents us from exploring our properties year-round.

The local climate makes it impossible for us to conduct exploration activities on our properties year-round. Because of their rural location and the lack of developed infrastructure in the area, our properties are generally impassible during the muddy season, which lasts roughly from December through May. During this time, it may be difficult or impossible for us to access our properties, make repairs, or otherwise conduct exploration activities on them. Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the destruction of facilities, equipment or means of access to our properties, or may otherwise prevent us from conducting exploration activities on our properties.

We do not carry any property or casualty insurance and do not intend to carry such insurance in the future.

Our business is subject to a number of risks and hazards generally, including but not limited to adverse environmental conditions, industrial accidents, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to our properties, equipment, infrastructure, personal injury or death, environmental damage, delays, monetary losses and possible legal liability. You could lose all or part of your investment if any such catastrophic event occurs. We do not carry any property or casualty insurance at this time, nor do we intend to carry this type of insurance in the future (except that we will carry all insurance that we are required to by law, such as motor vehicle insurance). Even if we do obtain insurance, it may not cover all of the risks associated with our operations. Insurance against risks such as environmental pollution or other hazards as a result of exploration is generally not available to us or to other companies in our business on acceptable terms. Should any events against which we are not insured actually occur, we may become subject to substantial losses, costs and liabilities which will adversely affect our financial condition.

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We must make annual lease payments and claim maintenance payments or we will lose our rights to our properties.

We are required under the terms of our property leases to make annual payments to the claim holder, KM Exploration, Ltd., a Nevada limited liability company in which our President and Chief Geologist, David Mathewson, holds a 50% ownership interest. We are also required to make annual claim maintenance payments to Federal Bureau of Land Management and to the County in which our properties are located in order to maintain our rights to explore and, if warranted, to develop our properties. Our annual claim maintenance payments currently total approximately $92,103. If we fail to meet these obligations, we will lose the right to explore for gold on our properties. Our property leases are described in greater detail in the section captioned "Description of Property".

We have only three employees, upon whom our business is dependent. We do not carry any key-man insurance.

We currently have only three employees. Our first employee is our President and Chief Geologist, David Mathewson, who started to work for us full time on August 1, 2006. Mr. Mathewson is also a member of our Board of Directors. Our agreement with Mr. Mathewson requires us to make available a cumulative total of $6 million to be used for exploration activities on our properties by March 31, 2010. If we are unable to make these funds available, there is a risk that Mr. Mathewson may resign from his positions. Our business is dependent upon Mr. Mathewson's continued active involvement, and the loss of Mr. Mathewson's services would have a significant adverse effect upon our business. Our second employee is John M. Pritchard, our Chief Executive Officer and a Director, who joined us on September 16, 2006. Our third employee is Brion Theriault, a senior field geologist who joined us on September 16, 2006. We anticipate that our business may become dependent upon other key personnel and/or consultants in the future. We do not carry key-man insurance on any of our officers, directors or employees, and do not intend to carry such insurance in the future.

Some members of our management may not be subject to the jurisdiction of U.S. courts because they are Canadian citizens who reside in Canada.

Some of our officers and directors are Canadian. This may make it difficult for our investors to enforce the judgments of U.S. courts against them. Our stockholders may not be able to effect service of process against our Canadian officers and directors. Canadian courts may not enforce the judgments of U.S. courts against our Canadian officers and directors. Our investors may not be able to proceed in Canadian Courts against these persons. As of the date of this Prospectus, the following are our officers and directors who may not be subject to the jurisdiction of U.S. courts because they are Canadian residents: Ernest M. Cleave, John M. Pritchard and Christina Wilton. You should carefully consider the possibility that you may not be able to sue some of our officers and directors in U.S. courts before deciding whether to invest in our securities.

There is no public market for our securities and they will not be listed on a widely traded market in the foreseeable future.

There is currently no public market for shares of our Common Stock and one may never develop. Following this public offering, we will attempt to have our Common Stock quoted on the OTC Bulletin Board operated by the National Association of Securities Dealers, Inc. We plan to do this by having a market maker file a Form 211 application with the National Association of Securities Dealers, Inc. and otherwise complying with the requirements set forth in Rule 15c2-11 promulgated under the Securities Exchange Act of 1934, as amended. We do not expect to incur significant expenses as a result of such an application. The OTC Bulletin Board is a thinly traded market and lacks the liquidity of certain other public markets with which some investors may have more experience. We may not ever be able to satisfy the listing requirements for our Common Stock to be listed on an exchange or NASDAQ, which are often a more widely-traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our Common Stock on a more widely-traded and liquid market include the following: our stockholders' equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our Common Stock may not be sufficiently widely held; we may not be able to secure market makers for our Common Stock, and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our Common Stock listed.

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The book value of your investment will be significantly diluted because our current stockholders acquired their shares at much lower prices than those in this offering and could be further diluted if our outstanding warrants and options are exercised in the future.

The book value of your investment will be immediately and significantly diluted because the offering price is substantially higher than the amount paid per share of Common Stock by our early-stage investors, three of whom are currently directors, as well as by certain other investors.The net tangible book value of your shares of Common Stock may also be diluted in the event that we issue additional shares of Common Stock for any other reason, such as in connection with a secondary offering or a future stock option plan, to the extent that any such offering or option plan has a purchase price per share that is less than the per-share net tangible book value of your Common Stock at that time. The dilution in the book value of our Common Stock is discussed in greater detail in the "Dilution" section of this Prospectus.

"Penny Stock" rules will initially make buying or selling our Common Stock difficult because the broker-dealers selling our Common Stock will be subject to certain limitations.

Trading in our securities is subject to certain regulations adopted by the Securities Exchange Commission, commonly known as the "penny stock" rules and which apply to stocks selling below $5.00 per share. Our shares of Common Stock qualify as "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional practice requirements on broker-dealers who sell shares of such stocks in the market. "Penny stock" rules govern how broker-dealers can deal with their clients and with "penny stocks." For sales of our securities, including the sale of any Common Stock by the selling shareholders, the broker-dealer must make a special suitability determination and receive from you a written agreement prior to making a sale of stock to you. The additional burdens imposed upon broker-dealers by the "penny stock" rules may discourage broker-dealers from effecting transactions in our securities, which could severely affect their market price and liquidity. This could prevent you from easily reselling your shares or warrants when they become freely tradeable and could cause the price of our securities to decline.

We do not plan to pay any dividends in the foreseeable future.

We have never paid a dividend and we are unlikely to pay a dividend in the foreseeable future, if ever. Whether any dividends are distributed in the future, as well as the specific details of any such dividends, will be decided by our Board of Directors based upon a number of factors, including but not limited to our earnings, financial requirements and other conditions prevailing at the time. We may never pay dividends. You should carefully consider this before deciding whether to purchase our securities.

Our principal stockholders have the power to control the Company because they may continue to hold a majority of our outstanding shares of Common Stock after this offering.

Under certain circumstances, our management, directors and stockholders have and may continue to have the ability to substantially control our business and affairs and acting together have the power to approve all matters that need to be approved by our stockholders. This includes the election and removal of directors and officers, mergers, consolidations, or the sale of all or substantially all of our assets. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the company, impeding a merger, consolidation, takeover or other business combination involving the company, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the company. This may adversely affect the value of your investment, and you should carefully consider this concentration of ownership before deciding whether to invest in our Company. The stockholders who will own more than 5% of our outstanding shares of Common Stock upon the achievement of either the minimum offering or the maximum offering are: James Berns, Michael Berns, and David Mathewson.

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USE OF PROCEEDS

We will realize gross proceeds $4,000,000 if we achieve the minimum offering, gross proceeds of $10,000,000 if we achieve the maximum offering, and gross proceeds of $11,500,000 if we achieve the maximum offering, exercise our over-allotment option and then sell all of the Units comprising the over-allotment option . We will not realize any proceeds from the sale of any portion of the 6,536,604 shares of Common Stock that we are registering on behalf of the selling shareholders because the proceeds from the sale of these shares, net of any commissions, will be paid directly to them, and not to us. The following table sets forth our planned use of proceeds through January 31, 2009, assuming that we will pay no dealer commissions:

	Minimum Offering		Maximum Offering		Maximum Offering with Over-Allotment
Offering Expenses1	$	275,000	$	275,000	$	275,000
Exploration Program Funding		2,000,000		2,000,000		2,000,000
Satisfaction of Liabilities		350,000		350,000		350,000
Estimated Administrative Expenses		650,000		650,000		650,000
Lease and Claim Maintenance		135,990		135,990		135,990
Repayment of Bridge Loans		165,000		165,000		165,000
Working Capital2		424,010		6,424,010		7,924,010
Total:	$	4,000,000	$	10,000,000	$	11,500,000

Notes:

¹ Our offering expenses are discussed in greater detail in the section captioned "Other Expenses of Issuance and Distribution."

² Our working capital will be reduced to the extent that we pay commissions to dealers in this offering, which cannot exceed a total of $400,000 in the case of the minimum offering, $1,000,000 in the case of the maximum offering, and $1,150,000 in the case of the maximum offering upon our exercise of our over-allotment option.

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements, including, without limitation, in the sections captioned "Description of Business", "Risk Factors", "Management's Plan of Operation", and elsewhere. Any and all statements contained in this Prospectus that are not statements of historical fact may be deemed forward-looking statements. Terms such as "may", "might", "would", "should", "could", "project", "estimate", "pro-forma", "predict", "potential", "strategy", "anticipate", "attempt", "develop", "plan", "help", "believe", "continue", "intend", "expect", "future", and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Prospectus may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to exploration programs, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure, or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission, (iv) the assumptions underlying or relating to any statement described in points (i), (ii), or (iii) above.

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The forward-looking statements are not meant to predict or guarantee actual results, performance, events, or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, insufficient cash flows and resulting illiquidity, our inability to expand our business, government regulations, lack of diversification, volatility in the price of gold, increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Prospectus appears in the section captioned "Risk Factors" and elsewhere in this Prospectus.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Prospectus to reflect any new information or future events or circumstances or otherwise.

Readers should read this Prospectus in conjunction with the discussion under the caption "Risk Factors", our financial statements and the related notes thereto in this Prospectus, and other documents which we may file from time to time with the Securities and Exchange Commission.

DETERMINATION OF OFFERING PRICE

There is no market for any of the securities which we are now registering. As a result, the offering price and other terms and conditions relative to the securities being offered in this Prospectus have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the price used for the securities. Among the factors that we considered in determining the offering price were: valuations of publicly held junior exploration companies; our gold exploration team; our current mineral prospects; our lack of an operating history; the proceeds we want to raise in this offering; the amount of capital to be contributed in this offering in proportion to the amount of stock to be retained by our existing stockholders, and our contractual requirements. For purposes of calculating the registration fee, we have assumed that the sale price of the 6,536,604 shares of Common Stock that we are registering on behalf of the selling shareholders will be $0.50 per share, which is the price at which we have arbitrarily valued the shares of Common Stock included in the Units that we are now offering. The actual price at which any of these shares are sold before the entire offering closes may be lower than $.50 depending upon market conditions. There is a significant possibility that these shares may not be saleable at any price due to the lack of a public trading market.

DILUTION

You will suffer an immediate and substantial dilution in the net tangible book value per share of Common Stock upon purchase. Dilution is the difference between the public offering price of $0.60 per Unit and the net book value per share of Common Stock. Our net book value per share is determined by subtracting total liabilities from total tangible assets and dividing the difference by the number of shares of Common Stock deemed to be outstanding.

Immediately prior to this offering, we had a total of 27,185,134 shares of Common Stock issued and outstanding, consisting of 8,985,000 shares held by our founders, 6,000,000 shares held by David Mathewson, 1,500,000 shares held by Brion Theriault, 1,910,000 shares held by a limited number of accredited seed investors who purchased their shares shortly after we were formed, 7,826,800 shares held by a limited number of accredited investors who purchased their shares (or securities which have since automatically converted into their shares) in several private placements and 963,334 shares held by four accredited investors who purchased their shares in private placements. Our net tangible book value per share of Common Stock as of the effective date of this offering will be approximately - -$0.0077 (a negative tangible book value). This figure does not take into account any of the Units that are to be sold in this offering or any shares of Common Stock issuable upon the exercise of our outstanding warrants or stock options or upon the exercise of any warrants that may be issued to dealers as compensation to the extent that they participate in this offering, or of the anti-dilution provisions under which the number of shares of Common Stock purchased by two of our selling shareholders will increase by 776,470 shares of Common Stock upon the effective date of this registration statement.

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Without taking into account any adjustments in our net tangible book value other than to give effect to the anti-dilution provisions under which the number of shares of Common Stock purchased by two of our selling shareholders will increase by 776,470 shares upon the effective date of this registration statement, and to the sale of the minimum 6,666,666 Units being offered in this Prospectus, after the deduction of offering expenses, our pro forma net tangible book value upon the closing of our minimum offering will be approximately $3,516,959, or $0.1016 per share of Common Stock. This represents an increase in net tangible book value to existing shareholders of approximately $0.1093 per share and a dilution of approximately 83% for new investors.

Without taking into account any further adjustments in our net tangible book value other than to give effect to the sale of the maximum 16,666,666 Units being offered in this Prospectus, after the deduction of offering expenses, our pro forma net tangible book value upon the closing of our maximum offering will be approximately $9,516,959, or approximately $0.2132 per share of Common Stock. This represents an increase in net tangible book value to existing shareholders of approximately $0.2209 per share and a dilution of approximately 64% for new investors.

Without taking into account any further adjustments in our net tangible book value other than to give effect to the sale of our entire over-allotment option of 2,500,000 Units, after the deduction of offering expenses, our pro forma net tangible book value upon the completion of the sale of our over-allotment will be approximately $11,016,959, or approximately $0.2338 per share of Common Stock. This represents an increase in net tangible book value to existing shareholders of approximately $0.2415 per share and a dilution of approximately 61% for new investors.

The following table compares the differences between your investment in our Units with the investment of our existing shareholders upon the effective date of this registration statement, assuming that different percentages of this offering are sold:¹

	40% Sold (Minimum)			70% Sold (Midpoint)			100% Sold (Maximum)			115% Sold (Over-allotment)
Public Offering Price Per Unit:	$	0.60		$	0.60		$	0.60		$	0.60
Net Tangible Book Value Per Share Upon Effective Date of Offering:	$	(0.0077	)	$	(0.0077	)	$	(0.0077	)	$	(0.0077	)
Pro Forma Net Tangible Book Value Per Share After Offering:	$	0.1016		$	0.1645		$	0.2132		$	0.2338
Increase Per Share Attributable to New Investors:	$	0.1093		$	0.1722		$	0.2209		$	0.2415
Amount of Dilution Per Share to New Investors:	$	0.4984		$	0.4355		$	0.3868		$	0.3662
Percentage Dilution Per Share to New Investors:		83%			73%			64%			61%

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Note:

¹ This dilution table is based upon our unaudited financial statements as of March 31, 2008, which are contained elsewhere in this Prospectus. All figures in the dilution table are rounded and do not take into account any decrease in net tangible book value subsequent to March 31, 2008 attributable to our continuing losses from operations.

SELLING SECURITY HOLDERS

We are registering 6,536,604 shares of Common Stock on behalf of our selling shareholders. All but two of our selling shareholders acquired their shares of Common Stock by purchasing promissory notes at face value in a series of transactions commencing in June 2006. On May 14, 2007, the promissory notes automatically converted into shares of Common Stock, together with 10% interest thereon which was paid in additional shares of Common Stock. These notes were sold in reliance upon Section 4(2) of the Securities Act and upon Regulation S with respect to foreign citizens and residents. The two selling shareholders who did not acquire their shares of Common Stock in this manner acquired their shares of Common Stock in two private placements completed in the second half of 2007, which were conducted respectively in reliance upon Section 4(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder. The subscription agreements for both of these private placements provided these two selling shareholders with certain anti-dilution protections under which their shareholdings automatically increased by 776,470 shares of Common Stock upon the effective date of this registration statement. For more information pertaining to the selling shareholders, including a description of these anti-dilution protections, please refer to the section captioned "Recent Sales of Unregistered Securities".

None of the selling shareholders has had any material relationship with us or with any of our officers or directors within the past three years, except that one of the selling shareholders (Philip Mathewson) is the brother and another of the selling shareholders (Donald E. Shipley) is the brother-in-law of our President and Chief Geologist, David Mathewson.

None of the selling shareholders is a broker-dealer or an affiliate of a broker-dealer, other than Roger Levine and James J. Kelly. Mr. Kelly is affiliated with Pacific Crest Securities, Inc., a broker-dealer based in Portland, Oregon. Mr. Levine is affiliated with Viewpoint Securities, LLC, a broker-dealer based in Del Mar, California, which received commissions in the private placement of our convertible notes, a portion of which was paid to Mr. Levine. We are also party to an Engagement Agreement with Viewpoint dated December 10, 2007, under which we retained Viewpoint as our exclusive advisor to provide corporate finance and investment banking related advice. Our agreement with Viewpoint is in effect until December 31, 2010 and may be renewed thereafter. We have agreed to pay Viewpoint a $25,000 retainer. While that agreement is in effect, and for a period of three years thereafter, we will pay Viewpoint a cash fee equal to 3.5% of the value of any strategic partnership, joint or collaborative venture, strategic alliance or similar transaction with persons or entities introduced to us by Viewpoint during that period. During the term of our agreement and for a period of two years thereafter, for any investor identified by Viewpoint during the term of our agreement who participates in an equity financing, we will pay Viewpoint a 10% cash commission and issue Viewpoint warrants to purchase shares of Common Stock equal to 10% of the value of the equity purchased by such investor. During the term of this agreement and for a period of two years thereafter, we will also pay Viewpoint a commission to the extent that they identify any investors who participate in debt offerings. This agreement requires us to admit a representative of Viewpoint as a non-voting observer to meetings of our Board of Directors and to copy Viewpoint on all actions taken by unanimous written consent in lieu of a meeting of the Board of Directors.

Mr. Levine holds his Series 7 (general securities representative), Series 8 (general securities sales supervisor), Series 24 (general securities principal) and Series 63 (securities agent) licenses with Viewpoint Securities. Mr. Kelly holds his Series 7, Series 55 (limited representative-equity trader) and Series 63 licenses with Pacific Crest Securities.

Both Mr. Levine and Mr. Kelly have advised us that the convertible notes which they had held, and the shares of Common Stock which they received upon the automatic conversion of their convertible notes, were and are held for their own personal account only and that they have no agreements or understandings, directly or indirectly, with any person or entity to distribute the shares of Common Stock that they received upon the automatic conversion of their notes. Both Mr. Levine and Mr. Kelly have advised us that their acquisition of our Common Stock was not in the ordinary course of their current respective businesses. Mr. Kelly has further advised us that his acquisition of our securities was made for his Individual Retirement Account.

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The pertinent information regarding the holders of our common stock is set forth in the following table:

Name of Selling Shareholder	Number of Shares Being Registered1	Percentage of Class Owned After Offering is Complete and Minimum Offering is Achieved2, 3	Percentage of Class Owned After Offering is Complete and Maximum Offering is Achieved3, 4	Percentage of Class Owned after Offerig is Complete and Over-Allotment is Fully Sold3, 5
Adbulsalam A. al-Abdulkarim	1,176,471	3.40%	2.64%	2.50%
Tahir Akbar	110,000	< 1%	< 1%	< 1%
Axxion S.A. Stabilitas Growth – Small Cap6	275,000	< 1%	< 1%	< 1%
Gary Bartholomew	110,000	< 1%	< 1%	< 1%
Georges Berberat	66,000	< 1%	< 1%	< 1%
Dr. Ralph Blatt	77,000	< 1%	< 1%	< 1%
Mike Campbell	220,000	< 1%	< 1%	< 1%
W.J. Clough	44,000	< 1%	< 1%	< 1%
Pascal Cochez	77,000	< 1%	< 1%	< 1%
Jasper de Raadt	66,000	< 1%	< 1%	< 1%
Jacques Delque	44,000	< 1%	< 1%	< 1%
Ecosol Natural Resources Fund Ltd.7	550,000	1.59%	1.23%	1.17%
Khaled Esbaitah	110,000	< 1%	< 1%	< 1%
Fischoff Family LLC8	533,333	1.54%	1.20%	1.13%
Bruce Ford	55,000	< 1%	< 1%	< 1%
Goldman Family Revocable Trust U/A 7-22-809	44,000	< 1%	< 1%	< 1%
Rene Grelat	44,000	< 1%	< 1%	< 1%
G. Gut	44,000	< 1%	< 1%	< 1%
Jeffrey S. Hook	165,000	< 1%	< 1%	< 1%
Richard Joye	132,000	< 1%	< 1%	< 1%
James J. Kelly	55,000	< 1%	< 1%	< 1%
Daniel Klein	33,000	< 1%	< 1%	< 1%
Louis Klein	55,000	< 1%	< 1%	< 1%
Roger Levine	110,000	< 1%	< 1%	< 1%
Robert Lichtenstein	15,400	< 1%	< 1%	< 1%
Mazen Madooh	110,000	< 1%	< 1%	< 1%

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Kenneth G. and Linda Kaye Main	4,400	< 1%	< 1%	< 1%
Alan Maksymak (deris Spenser)	44,000	< 1%	< 1%	< 1%
Laurent Martin-Rouaix	22,000	< 1%	< 1%	< 1%
Philip Mathewson10	110,000	< 1%	< 1%	< 1%
Lynette McCullough	110,000	< 1%	< 1%	< 1%
Shari A. Mirkin	110,000	< 1%	< 1%	< 1%
Francis O'Hara	110,000	< 1%	< 1%	< 1%
Gonzolo Ojeda	110,000	< 1%	< 1%	< 1%
Robert Race	33,000	< 1%	< 1%	< 1%
Francois L. Rahm	22,000	< 1%	< 1%	< 1%
Tiziano Romangnoli	220,000	< 1%	< 1%	< 1%
Harry Roz	11,000	< 1%	< 1%	< 1%
Tal Schibler	33,000	< 1%	< 1%	< 1%
David Schwedel	220,000	< 1%	< 1%	< 1%
Shelley Shifman	44,000	< 1%	< 1%	< 1%
Donald E. Shipley11	55,000	< 1%	< 1%	< 1%
Stephen Simms	22,000	< 1%	< 1%	< 1%
Leo Spellman	66,000	< 1%	< 1%	< 1%
Theodore Swindells	165,000	< 1%	< 1%	< 1%
Swissfirst Bank (Liechtenstein) AG12	550,000	1.59%	1.23%	1.17%
Eli Szamosi	11,000	< 1%	< 1%	< 1%
William Washington	33,000	< 1%	< 1%	< 1%
Widder Family Limited Partnership13	55,000	< 1%	< 1%	< 1%
Mark Youngman	55,000	< 1%	< 1%	< 1%
Total:	6,536,604	18.88%	14.65%	13.87%

Notes:

¹ We are registering 100% of the number of shares of Common Stock owned by each of the selling shareholders.

² These percentages are based upon a total of 34,628,270 shares of Common Stock outstanding, consisting of 27,185,134 shares outstanding immediately prior to this offering plus the 776,470 additional shares of Common Stock issued to Abdulsalam A. Al-Abdulkarim and Fischoff Family LLC pursuant to the anti-dilution provisions of their subscription agreements, plus the 6,666,666 shares that will have been sold if the minimum offering is achieved. As described in greater detail in the section captioned "Plan of Distribution", the 6,536,604 shares of Common Stock that we registered on behalf of the selling shareholders will not be permitted to be sold unless we close on our minimum offering of 6,666,666 Units. These percentages assume that the selling shareholders do not sell any of their shares. To the extent that they sell their shares, these percentages will be lower.

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³ Assumes that each selling shareholder sells all of the shares of Common Stock that we are registering on their behalf. If the selling shareholder does not sell all of the shares of Common Stock that we are registering on their behalf, then these figures will be different depending upon how many of their shares each selling shareholder sells.

⁴ These percentages are based upon a total of 44,628,270 shares of Common Stock outstanding, consisting of 27,185,134 shares outstanding immediately prior to this offering, plus the 776,470 additional shares of Common Stock issued to Abdulsalam A. Al-Abdulkarim and Fischoff Family LLC, plus the 16,666,666 shares that will have been sold if the maximum offering is achieved. As described in greater detail in the section captioned "Plan of Distribution", the 6,536,604 shares of Common Stock that we are registering on behalf of the selling shareholders will not be permitted to be sold unless we close on our minimum offering of 6,666,666 Units. These percentages assume that the selling shareholders do not sell any of their shares; to the extent that they sell their shares, these percentages will be lower.

⁵ These percentages are based upon a total of 47,128,270 shares of Common Stock outstanding, consisting of 27,185,134 shares outstanding immediately prior to this offering, plus the 776,470 additional shares of Common Stock issued to Abdulsalam A. Al-Abdulkarim and Fischoff Family LLC, plus the 19,166,666 shares that will have been sold if the maximum offering is achieved and our over-allotment option is fully sold. As described in greater detail in the section captioned "Plan of Distribution", the 6,536,604 shares of Common Stock that we are registering on behalf of the selling shareholders will not be permitted to be sold unless we close on our minimum offering of 6,666,666 Units. These percentages assume that the selling shareholders do not sell any of their shares; to the extent that they sell their shares, these percentages will be lower.

⁶ Stabilitas Growth - Small Cap is an investment fund the depository agent for which is Axxion S.A., a Luxembourg-registered company. Axxion's managing partners are Thomas Amend and Roman Mertes. The Stabilitas Growth - Small Cap fund is operated by Euromerica Resource Advisers GmbH, a company registered in Germany. We have been advised that the principals of Euromerica Resource Advisers GmbH are Werner Johannes Ullmann and Eckart Keil, who are also the persons exercising dispositive powers over the shares of Common Stock held by the Stabilitas Growth - Small Cap fund.

⁷ Ecosol Natural Resources Fund Ltd. is an investment fund operated by Ashenden Finance & Cie SA, a Swiss-registered company. We have been advised that Laurent Ashenden is its principal and Administrator, and that the person exercising dispositive powers over the shares of Common Stock held by Ecosol Natural Resources Fund is Tiziano Romagnoli.

⁸ The person exercising dispositive powers over the shares of Common Stock held by Fischoff Family LLC is its Managing Member, Seth Fischoff.

⁹ The person exercising dispositive powers over the shares of Common Stock held by the Goldman Family Revocable Trust U/A 7-22-80 is its sole trustee, Alan Goldman.

¹⁰ This person is the brother of David Mathewson, our President and Chief Geologist.

¹¹ This person is the brother-in-law of David Mathewson, our President and Chief Geologist.

¹² Swissfirst Bank (Liechtenstein) AG is a Liechtenstein-registered company. Its officers are Walter Rupf (CEO) and Franz Schädler (Deputy CEO). Its Board of Directors consists of Richard Negele, Bernhard Binzegger, Iwan J. Ackermann and Johannes Matt. The person exercising dispositive powers over the shares of Common Stock held by Swissfirst Bank (Liechtenstein) AG is Dan Donnelly.

¹³ The person exercising dispositive powers over the shares of Common Stock held by Widder Family Limited Partnership are its two general partners, Kenneth J. Widder and Mary Jaqueline Johnson. The Widder Family Limited Partnership has no limited partners.

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PLAN OF DISTRIBUTION

We are registering a total of 19,166,666 Units for sale to the public. We are offering a minimum of 6,666,666 and a maximum of 16,666,666 Units to the public at a price of $0.60 per Unit. In the event that we achieve our maximum offering, we may exercise our over-allotment option and offer an additional 2,500,000 Units. Each Unit is comprised of (i) one share of Common Stock, (ii) one-half Warrant to purchase one share of Common Stock for $0.75, expiring one year from the final closing date of this offering, and (iii) one-half Warrant to purchase one share of Common Stock for $1.25, expiring two years from the final closing date of this offering. We are also registering 6,536,604 shares of Common Stock on behalf of certain selling shareholders, whose shares can be sold by them from time to time after we close on our minimum offering. However, prior to the time the entire offering closes and before trading in our securities commence, $.50 per share is the maximum selling price.

Minimum 6,666,666 / Maximum 16,666,666 Units Offered by Us

We are offering a minimum of 6,666,666 and a maximum of 16,666,666 Units to the public at a price of $0.60 per Unit. The offering price was arbitrarily determined by us. This offering is made by us on a best efforts, minimum/maximum basis. The termination date of this offering is July [20], 2008, unless it is extended by us for up to an additional thirty (30) days. A minimum of 6,666,666 Units must be sold by the termination date (with any extension). If this is achieved, then this offering will continue until we have sold 16,666,666 Units or until the termination date (with any extension), whichever comes first.

Subscribers who have already tendered funds will be informed by mail in the event that we extend the offering period as described above. Notice may be sent by us and/or our escrow agent, and may be posted from the United States and/or Canada.

Our officers and directors will not be permitted to purchase shares of our Common Stock in this offering. All of our officers and directors have represented to us in writing that neither they nor any members of their families will purchase any shares of our Common Stock in this offering.

All proceeds from the sale of Units in this offering will be held in escrow until either (i) we achieve our minimum offering of 6,666,666 Units, or (ii) the termination date (including any extension). Upon the achievement of our minimum offering, the proceeds from the minimum offering will be released from escrow and we will have the immediate use of these funds, from which we will deduct fees, broker commissions (if any) and the offering expenses which have not yet been paid. All sales subsequent to the achievement of our minimum offering will be made on a first-come, first served basis and the proceeds from any such sales shall be released from escrow once the funds have cleared. We will not permit trading on the shares offered by us until after this offering is terminated. If we do not achieve our minimum offering by the termination date (August [20], 2008 plus any extension for up to 30 days), then the offering will expire and all funds in escrow will be promptly returned to the subscribers without interest and without deduction.

We may sell some or all of our Units in this offering through members of the NASD or through foreign dealers. To the extent that any dealers participate in this offering, they will (i) be paid a 10% cash commission, (ii) be issued warrants in an amount equal to 5% of the sales that we accept, exercisable for one year following the termination date of this offering at a price of $0.75 per share, and (iii) be issued warrants in an amount equal to 5% of the sales that we accept, exercisable for two years following the termination date of this offering at a price of $1.25 per share. The dealer warrants shall have the same terms as the warrants underlying the Units that we are now offering. Foreign dealers can offer securities only to non-U.S. citizens. Persons receiving any commissions outlined in this paragraph may be considered "underwriters" within the meaning of Section 2(11) of the Securities Act, and the NASD members will be subject to the Prospectus delivery requirements thereunder. We are requiring foreign dealers to comply with these Prospectus delivery requirements as well.

Over-Allotment Option of 2,500,000 Units Offered by Us

In the event that we achieve our maximum offering of 16,666,666 Units, then we may choose to exercise our option to offer an additional 2,500,000 Units to the public at $0.60 per Unit. This over-allotment will be open for a period of 30 days commencing the day that we achieve our maximum offering and will be offered on a first-come, first served basis. The proceeds from any sales of the over-allotment shall be released from escrow once the funds have cleared. Dealers whose sales of Units from the over-allotment we accept will receive commissions as described in the previous section.

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6,536,604 Shares of Common Stock Registered on Behalf of our Selling Shareholders

We also registered a total of 6,536,604 shares of Common Stock on behalf our selling shareholders, constituting 100% of the shares held by them. This Prospectus will remain effective until August [20], 2008 with respect to the selling shareholders, and we reserve the right to file a post-effective amendment extending the offering period with respect to the selling shareholders for up to an additional 90 days after that. Because we are not required to register any shares on behalf of all but two of the selling shareholders, we are doing so, at our sole cost and expense, on the condition that none of the selling shareholders will be permitted to sell their shares until we close on our minimum offering of 6,666,666 Units. Gold Run plans to prevent public sales by all of the selling shareholders prior to the designated time by 1) instructing our transfer agent to refuse to process the transfer of any shares prematurely sold by the selling shareholders, and 2) notifying our transfer agent when it may start processing the transfer of shares sold by the selling shareholders. We have notified each of the selling shareholders of their sales rights and obligations as set forth in this section of the Prospectus. Once our minimum offering of 6,666,666 Units closes, either we or our designees will notify all of the selling shareholders that they are permitted to sell their shares of Common Stock and of the date on which the offering by the selling shareholders shall expire. The selling shareholders will also be notified by us or our designees in the event that we elect to file a post-effective amendment extending their offering period. All notifications to the selling shareholders shall be made, at our option, by mail posted from the United States and/or Canada, or by facsimile, e-mail or telephone based upon the contact information that the selling shareholders provided when they indicated that they were accredited investors as defined in Rule 501(a) of the Securities Act. Once our minimum offering of 6,666,666 Units has closed, we will file a post-effective amendment to reflect such closing and to indicate the commencement of the offering by the selling shareholders. There will be no trading in our Common Stock on the OTC Bulletin Board until the entire offering closes. Until our shares of Common Stock become quoted on the OTC Bulletin Board or listed on a stock exchange, the selling shareholders are permitted to sell their shares at a price of $0.50 per share, which is identical to the price per share of the common stock comprising the Units which we are now registering.

All of the selling shareholders may be deemed to be underwriters of the shares that they are offering. If our Common Stock becomes quoted on the OTC Bulletin Board or traded on a stock exchange, then the selling shareholders and any of their respective pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares in private transactions or on any stock exchange, market or trading facility on which our shares of Common Stock are traded. These sales may be at fixed or negotiated prices. The selling shareholders may use any combination of the following methods when selling their shares:

•      ordinary brokerage transactions and transactions in which a broker-dealer solicits the purchaser;

•      block trades in which a broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•      purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;

•      an exchange distribution in accordance with the rules of the applicable exchange;

•      privately-negotiated transactions;

•      short sales;

•      broker-dealers may agree with the selling shareholder to sell a specified number of shares at a stipulated price per share;

•      through the writing of options on the shares;

•      any other method permitted by law.

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The selling shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

The selling shareholders may also engage in short sales against the box, puts and calls and other transactions in our securities or in derivatives of our securities and may sell or deliver shares in connection with these trades.

The selling shareholders or their respective pledgees, donees, transferees or other successors in interest, may also sell shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling shareholder will attempt to sell shares in block transactions to market makers or other purchasers at a price per share which may be below the market price at the time of the sale. The selling shareholders cannot assure that all or any of the shares offered in this Prospectus will be sold by the selling shareholders. The selling shareholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this Prospectus, may be deemed "underwriters" as that term is defined under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

If a selling shareholder notifies us that there is a material arrangement with a broker-dealer for the resale of the shares, then we would be required to amend the registration statement of which this is a part, and file a supplement to describe the agreement between the selling shareholder and the broker-dealer.

* * *

In order to comply with the securities laws of some states and foreign jurisdictions, if applicable, our securities may be sold in these states and foreign jurisdictions only through registered or licensed dealers. In addition, in some states and foreign jurisdictions our Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We are required to pay all fees and expenses incident to the registration of the Common Stock in applicable states or foreign jurisdictions, which we estimate to be an aggregate of $15,000.

LEGAL PROCEEDINGS

We are not a party to any pending litigation and, to the best of our knowledge, no litigation is threatened or anticipated.

On September 24, 2007, we commenced a lawsuit in the Ontario (Canada) Superior Court of Justice in Toronto against D. Richard Brown (who was then our Secretary, Chairman of the Board of Directors and a holder of over 5% of our then-outstanding Common Stock), Trevor Michael (who was then our Treasurer, a Director and a holder of over 5% of our then-outstanding Common Stock), Tamara Brown (who is D. Richard Brown's wife and was a holder of over 5% of our then-outstanding Common Stock), 2120315 Ontario Inc. (an Ontario company controlled by Mr. Michael), and certain business associates of Messrs. Brown and Michael who were also our seed investors. This lawsuit, the substance of which is a public record, bears Court File No. 07-CL-7186, and was between Gold Run Inc. as plaintiff and D. Richard Brown, Tamara Brown, Trevor Michael, 2120315 Ontario Inc., Allan Bezanson, Steve Jakob, Donald F. Locke, Neil Mark, Robert Mark and Troy Ternowetsky as defendants. Upon the commencement of this lawsuit, Messrs. Brown and Michael were removed as officers by the vote of our Board of Directors.

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This lawsuit arose out of Messrs. Brown and Michael's alleged undisclosed control of a competing gold exploration company through which they were alleged, among other things, to have usurped our rightful corporate business opportunities. The lawsuit alleged, among other things, breach of fiduciary duty, breach of directors' duties, wrongful interference with our economic interests, breach of contract, conspiracy and unjust enrichment. We sought injunctive relief and damages in the amount of CAD $12.2 million.

This lawsuit was settled with all of the defendants in October 2007. As part of the settlement of this lawsuit, Messrs. Brown and Michael resigned as directors, renounced all affiliations with us and, together with the other defendants and associates, assigned and transferred to us in aggregate consideration of $6,110.88 a total of 19,055,000 shares of our Common Stock that had been held by them, constituting approximately 90% of their collective shareholdings at that time. Additionally, Messrs. Brown and Michael have assigned and transferred to us 6,600,000 of our warrants, constituting 100% of our warrants held by them at that time. As a result of the above, and giving effect to the other transactions that have occurred since the settlement of this lawsuit, we now have 27,185,134 shares of Common Stock outstanding compared to 44,943,467 shares of Common Stock outstanding immediately prior to the settlement, and 4,300,000 warrants outstanding compared to 9,900,000 warrants outstanding immediately prior to the settlement.

Except that they are still our stockholders, we have no affiliation with any of the defendants to this lawsuit following our settlement with them in October 2007.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Each of our Directors is elected by the stockholders for a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the Board of Directors and serves at its pleasure. Executive Officers are chosen by the Board of Directors and serve at its pleasure, with the exception of John M. Pritchard and David Mathewson, who have contracts of employment discussed elsewhere in this Prospectus.

Name	Age	Position	Date Named to Board of Directors
John M. Pritchard	45	Chief Executive Officer and Director	October 2, 2006
David Mathewson	63	President ,Chief Geologist and Director	October 2, 2006
Michael Berns1	57	Executive Chairman of the Board of Directors	May 6, 2006
Ernest M. Cleave	37	Treasurer, Chief Financial Officer and Controller	n/a
Christina Wilton	32	Secretary	n/a
James Berns2	55	Director	May 6, 2006

Notes:

¹ Mr. Michael Berns served as our President from May 8, 2006 through August 1, 2006.

² Mr. James Berns served as our Secretary from May 8, 2006 through October 27, 2006.

* * *

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The principal occupation and business experience during the past five years for each of our current officers and directors is as follows:

John M. Pritchard, Chief Executive Officer and Director. Mr. Pritchard has been our Chief Executive Officer since September 16, 2006. Between September 2005 and September 2006, Mr. Pritchard was President of Capital Associates, a closely held Canadian investment and holding company. Between August 2004 and September 2005, he was Executive Vice President of Corporate Development at Athlone Bancorp, a Canadian company, where his responsibilities included the development and marketing of investment products and overseeing corporate acquisitions. Between October 2001 and August 2004, Mr. Pritchard was Executive Vice President of National Sales and Marketing at Augen Capital Corp., a Canadian corporation, where his responsibilities included the sale and marketing of flow-through limited partnerships.

David Mathewson, President, Chief Geologist and Director. Mr. Matheson has been our President and Chief Geologist since August 1, 2006. Mr. Mathewson has almost twenty years of hands-on gold exploration experience in the Carlin gold trend. Between June 2002 and June 2006, Mr. Matheson was the Vice President of Exploration for Tone Resources, Ltd., a Canadian corporation, where he managed that company's gold exploration program (Mr. Mathewson remained a Director of Tone Resources until his resignation on March 23, 2007). Between May 2001 and June 2002, Mr. Mathewson staked claims and evaluated business opportunities both as an individual and through his 50%-owned company, KM Exploration, Ltd. Between January 1995 and May 2001, he was the Regional Manager of Exploration for Newmont Mining Company, where he was responsible for managing that company's exploration activities in the Great Basin and Carlin gold trends. Prior to that, he was engaged as Newmont Mining Company's Senior Exploration Geologist from April 1989 through December 1995.

Michael Berns, Executive Chairman of the Board of Directors. Mr. Berns has been involved with us since we started. Since 1981, he has been a partner at the law firm of Berns & Berns, New York, New York, where his practice is in corporate and securities law. Since May 2004, Mr. Berns has also been a director of Golden Odyssey Mining Inc., a gold exploration company. Mr. Berns is also Golden Odyssey Mining's Chairman of the Board of Directors and the Chairman of its Audit Committee. Mr. Berns intends to continue in those capacities for the foreseeable future.

Ernest M. Cleave, Treasurer, Chief Financial Officer and Controller. Mr. Cleave has been our Treasurer since September 24, 2007. Mr. Cleave has been our Chief Financial Officer on a part-time basis (twenty hours per month) since November 9, 2006. Mr. Cleave is concurrently the principal of Ambrose Corporation, a financial advisory firm in Toronto, Canada, which is the successor to Lannick Consulting. Since January 2006, Mr. Cleave has been the Chief Financial Officer of Grandview Gold Inc., an Ontario corporation, where he is responsible for that company's financial reporting oversight and internal compliance and control. Mr. Cleave intends to continue in his capacity as Chief Financial Officer for Grandview Gold for the foreseeable future, in addition to his responsibilities for our company. Between December 2001 and August 2005, Mr. Cleave was the Director of Corporate Planning and Treasurer of Goldcorp Inc., a Canadian gold mining company, where he was responsible for internal auditing, corporate planning, forecasting, budgeting and financial analysis.

Christina Wilton, Secretary. Ms. Wilton has been our Secretary on a part-time basis (fifteen hours per month) since September 24, 2007. Since October 2005, Ms. Wilton has been the Secretary of Asia Now Resources Corp., a Canadian mineral exploration company with operations in China. Since May 2003, Ms. Wilton has been the principal of CHRISTINET Consulting Inc., a Canadian firm providing corporate governance and back-office administrative support to startup companies. Between 2001 and May 2003, Ms. Wilton was Executive Assistant to the President of Platinum Group Metals Ltd., a Canadian mineral exploration company with operations in South Africa and Ontario, Canada.

James Berns, Director. Mr. James Berns has been involved with us since we started. Since 1981, he has been a partner at the law firm of Berns & Berns, New York, New York, where his practice is in corporate and securities law.

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Significant Employees

Our only significant employee who is not an executive officer but who is expected to make a significant contribution to our business is Brion Theriault, a senior field geologist. Mr. Theriault started working for us on September 16, 2006. From June 2003 through September 2006, Mr. Theriault was a Senior Mine Geologist for Queenstake Resources USA, Inc., Denver, Colorado, where he was responsible for planning and managing that company's drilling program. Between December 2000 and June 2003, Mr. Theriault was a Mine Geologist for Anglogold Jerritt Canyon Corp., Elko, Nevada, where he was responsible for planning and supervising that company's drilling program.

Our only employees other than Mr. Theriault are (i) our President and Chief Geologist, David Mathewson, and (ii) our Chief Executive Officer, Mr. John M. Pritchard. Our Treasurer, Chief Financial Officer and Controller, Ernest M. Cleave, works for us on a part-time, consulting basis (twenty hours per month), as does our Secretary, Christina Wilton (fifteen hours per month). We intend to hire independent geologists, engineers and excavation subcontractors on an as-needed basis. We have not entered into any negotiations or contracts with any of them. We do not intend to initiate negotiations or hire any additional personnel until we receive the proceeds from this offering.

Family Relationships

James Berns (Director) and Michael Berns (Executive Chairman of the Board of Directors) are brothers.

Involvement in Certain Legal Proceedings

During the past five years, none of our officers or directors has been:

•      a general partner or executive officer of any business against which any bankruptcy petition was filed, whether at the time of the bankruptcy or two years prior to that time;

•      convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

•      subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, or

•      found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Committees

We have no Board of Directors' committees at this time.

Audit Committee Financial Expert

We have no separate audit committee at this time. The entire Board of Directors shall oversee our audits and auditing procedures.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables sets forth certain information regarding the shares of our Common Stock that are beneficially owned by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) by each of our directors and officers, and (iii) by all of our directors and officers in the aggregate. Our only class of voting securities is the Common Stock. To the best of our knowledge, each of the persons named in the table has sole voting and investment power with respect to the shares of Common Stock beneficially owned by him. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement.

There are no securities, options or warrants exercisable within sixty days, and which if exercised, would result in the holder becoming the beneficial owner of 5% or more of our Common Stock. However, certain of our shareholders who are already beneficial owners of 5% or more of our Common Stock hold warrants, which, if exercised, would increase their share ownership. The table below shows such persons' share ownership as if such warrants were exercised.

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Stock Ownership Table

The Table below reflects the percentage of class ownership of our officers, directors, significant employees and persons owning more than 5% of our outstanding Common Stock. The table lists these persons' percentage ownership immediately prior to the effective date of this registration statement,when we achieve our minimum offering, when we achieve our maximum offering and when we close on the sale of our entire over-allotment option.

The percentage ownership immediately prior to the effective date of this registration statement is based upon 32,617,188 shares of Common Stock being deemed issued and outstanding. This number consists of 27,185,134 shares of Common Stock actually being outstanding immediately prior to the effective date of this registration statement, plus 4,300,000 shares of Common Stock into which our outstanding warrants were immediately exercisable, plus 1,132,054 shares of Common Stock into which our outstanding stock options are exercisable 60 days following the date of this Prospectus, which for purposes of this paragraph is assumed to be May 15, 2008. This date was chosen for ease of calculation, because our outstanding stock options began vesting on September 15, 2006. Making these calculations using the actual date of this Prospectus would not materially change this table.

The percentage ownership as of the date we achieve our minimum offering is based upon 40,060,324 shares of Common Stock being deemed issued and outstanding. This number consists of 32,617,188 shares of Common Stock as calculated in the foregoing paragraph, plus 776,470 shares of Common Stock that will be automatically issued to two of our selling shareholders upon the effective date of this registration statement because of anti-dilution provisions contained in their subscription agreements, plus 6,666,666 shares of Common Stock comprising the 6,666,666 Units that would be sold if our minimum offering were achieved.

The percentage ownership as of the date we achieve our maximum offering is based upon 50,060,324 shares of Common Stock being deemed issued and outstanding. This number consists of 40,060,324 shares of Common Stock as calculated in the foregoing paragraph, plus an additional 10,000,000 shares of Common Stock comprising the additional 10,000,000 Units that would be sold if our maximum offering were achieved.

The percentage ownership as of the sale of our entire over-allotment option is based upon 52,560,324 shares of Common Stock being deemed issued and outstanding. This number consists of 50,060,324 shares of Common Stock as calculated in the foregoing paragraph, plus an additional 2,500,000 shares of Common Stock comprising the additional 2,500,000 Units that would be sold if we were to sell our entire over-allotment option.

Title of Class: Common Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership1			Percentage of Class Immediately Prior to the Effective Date2		Percentage of Class upon Achievement of Minimum Offering2		Percentage of Class upon Achievement of Maximum Offering2		Percentage of Class upon Sale of Entire Over-Allotment
Michael Berns 126 Elk Avenue New Rochelle, NY 10804		6,133,3333			18.80%		15.31%		12.25%		11.67%
David Mathewson 1265 Mesa Drive Fernley, NV 89408		7,650,0004			23.45%		19.10%		15.28%		14.55%
James Berns 37 Orchard Hill Road Westport, CT 06880		3,066,6675			9.40%		7.66%		6.13%		5.83%
Brion Theriault6 972 Blue Jay Drive Spring Creek, NV 89815		1,500,000			4.60%		3.74%		3.00%		2.85%
John M. Pritchard A3-142 Pears Avenue Toronto, ON, Canada M5R 1T2		1,032,054	7		3.16%		2.58%		2.06%		1.96%
All directors and officers in the aggregate		17,882,054			54.81%		44.65%		35.72%		34.01%

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Notes:

¹ All named parties have, to our knowledge, sole investment and voting control of the shares set forth in this table.

² Percentages are rounded.

³ Includes 1,100,000 shares of Common Stock which Mr. Michael Berns will acquire upon the exercise of his warrants, which are immediately exercisable.

⁴ Includes 1,650,000 shares of Common Stock which Mr. Mathewson will acquire upon the exercise of his warrants, which are immediately exercisable. Mr. Mathewson acquired his warrants from Mr. James Berns and Mr. Michael Berns in a private transaction.

⁵ Includes 555,000 shares of Common Stock which Mr. James Berns will acquire upon the exercise of his warrants, which are immediately exercisable.

⁶ Mr. Theriault is our Senior Field Geologist. He is a key employee but is not an officer or director. His shares are not included in the total group shareholdings of our officers and directors.

⁷ Consists entirely of shares which Mr. Pritchard will acquire upon the exercise of his vested stock options if he exercises them within 60 days following May 15, 2008. Mr. Pritchard received an option to purchase 1,500,000 shares of our Common Stock on September 15, 2006. Mr. Pritchard's option vested with respect to 300,000 shares on September 15, 2006. Thereafter, Mr. Pritchard's option vests at a rate of an additional 1,095.89 shares per day. Mr. Pritchard's option to purchase 1,500,000 shares of Common Stock will be completely vested and fully exercisable on September 14, 2009.

* * *

DESCRIPTION OF SECURITIES

Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock, par value $.000001 per share. In all matters properly submitted to the stockholders for their vote, each record holder of Common Stock is entitled to one vote for each share of Common Stock. Cumulative voting for the election of directors is not permitted by the Certificate of Incorporation.

Holders of issued and outstanding shares of Common Stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and in the event of liquidation, dissolution or winding up of our affairs, holders are entitled to receive, ratably, our net assets available to stockholders after distribution is made to the preferred stockholders, if any, who are given preferred rights upon liquidation. Holders of our outstanding shares of Common Stock have no preemptive, conversion or redemptive rights, with the exception of David Mathewson.

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Mr. Mathewson has a non-assignable right to purchase from us on March 31, 2010 (or such earlier date that we comply with our contractual obligation to fund our exploration program in the total amount of at least $6,000,000), at a price of $.0001 per share, that number of shares of Common Stock necessary to raise his ownership to 15% of our then-total outstanding Common Stock. If Mr. Mathewson shall beneficially own more than 15% of our outstanding Common Stock as of March 31, 2010 or an earlier date on which we will have complied with our exploration program funding obligation, then that number of Mr. Mathewson's shares of Common Stock necessary to reduce his beneficial ownership to 15% of our then-outstanding Common Stock shall be deemed automatically cancelled to reduce his percentage ownership to 15%. For purposes of calculating Mr. Mathewson's percentage ownership under this paragraph: (i) Mr. Mathewson shall be deemed to own 7,500,000 shares of Common Stock as of the time of such calculation, which includes the 1,500,000 shares of Common Stock that he assigned to Brion Theriault to have him join us as a Senior Field Geologist, (ii) any shares which we shall have issued in connection with the acquisition of either mineral interests or entities which own rights to mineral interests will be excluded from the number of our outstanding shares of Common Stock as of the time of such calculation, and (iii) any shares acquired by Mr. Mathewson as the result of having exercised any of our warrants will be excluded from the number of our outstanding shares of Common Stock as of the time of such calculation.

All of the issued and outstanding shares of Common Stock being offered hereby will, when sold, be duly authorized, validly issued, fully paid, and non-assessable. To the extent that additional shares of our Common Stock will be issued in the future, the relative percentage interest of our then-existing stockholders will be diluted.

There are no provisions in our By-laws that would delay, defer or prevent a change of control of the company.

Business Combinations with Interested Stockholders

We are subject to Section 203 of the Delaware General Corporation Law, which, subject to various exceptions, prohibits us from engaging in any business combination with any interested stockholder. An interested stockholder is defined as any person or entity that is the beneficial owner of at least 15% of a corporation's voting stock, for a period of three years following the time that the person or entity became an interested stockholder, unless:

•      prior to such time, our Board of Directors approves either the business combination or the transaction that resulted in the person or entity becoming an interested stockholder; or

•      upon the consummation of the transaction that resulted in the person or entity becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding, for purposes of determining the number of shares outstanding, those shares of voting stock owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•      at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 defines "business combination" to include any merger or consolidation involving the corporation and the interested stockholder; any sale, lease, exchange, mortgage, transfer, pledge or other disposition involving the interested stockholder and 10% or more of the assets of the corporation; subject to exceptions, any transaction which results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation

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INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.

COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under our Certificate of Incorporation and the relevant provisions of the Delaware General Corporation Law, our directors will have no personal liability to us or to our stockholders for damages incurred as the result of the breach or alleged breach of fiduciary duty as a director involving any act or omission of any such director. This provision will generally absolve directors of personal liability for negligence, including gross negligence, in the performance of their duties. The effect of this provision is to eliminate our rights and the rights of our stockholders (through stockholders' derivative suits on our behalf) to recover damages against a director for breach of his fiduciary duty as a director, except in very limited circumstances such as in the case of intentional misconduct, breach of loyalty, or where the director receives an improper personal benefit. Insofar as indemnification for liabilities arising out of the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have 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.

ORGANIZATION WITHIN LAST FIVE YEARS

Our founders (also deemed "promoters" under the Securities Act) are Trevor Michael, James Berns, Michael Berns, D. Richard Brown and his wife Tamara Brown. James Berns and Michael Berns are also members of our Board of Directors. The table below sets forth the nature and amount of anything of value received by each of the founders from us, and what we received from them as payment in return. Each of our founders purchased shares of Common Stock and units. As sold to our founders, each unit consisted of one share of Common Stock, and a warrant to purchase one share of Common Stock for $1.00, expiring on May 8, 2009. On November 7, 2007, our Board of Directors changed the term of our warrants so that they are exercisable for $0.55 which is 10% above the public offering price per share attributed to the units being offered, and expire on the fifth (5^th) anniversary of the date that our Common Stock commences trading in the United States. To date, none of the warrants have been exercised. The following table does not reflect the settlement of our lawsuit against, among others, Messrs. Brown and Michael and Ms. Brown, disclosed elsewhere in this Prospectus under the caption "Legal Proceedings", which resulted in Messrs. Brown and Michael and Ms. Brown surrendering to us 100% of the warrants comprising their units and 90% of the shares of Common Stock purchased by them, which includes both the shares of Common Stock purchased by them outright and the shares of Common Stock comprising their units. As of the date of this Prospectus, Messers. Brown, Michael and Ms. Brown collectively own an aggregate of 1,435,000 shares of Common Stock. As of the date of this Prospectus, none of our warrants are owned by Messrs. Brown and Michael or by Ms. Brown. The following table does not reflect the voluntary surrender by Mr. James Berns and Mr. Michael Berns of an aggregate of 2,000,000 shares of Common Stock to our treasury, or of the private transfer to Mr. David Mathewson, our President and Chief Geologist, of warrants to purchase an aggregate of 1,650,000 shares of Common Stock by Mr. James Berns and Mr. Michael Berns in consideration of an aggregate of $2.

Name	Number of Units sold to Founder	Amount Paid for Units	Number of Shares of Common Stock sold to Founder	Amount Paid for Shares of Common Stock
Trevor Michael	3,300,000	$330	3,125,000	$312.50
D. Richard Brown	1,000,000	$100	1,125,000	$112.50
Tamara Brown	2,300,000	$230	2,000,000	$200
James Berns	1,100,000	$110	2,083,334	$207
Michael Berns	2,200,000	$220	4,166,666	$418
Total:	9,900,000	$990	12,500,000	$1,250

The price for each unit sold to the founders was $.0001. The price per share of Common Stock sold to the founders was also $.0001. These prices were arbitrarily determined by the founders.

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Corporate Governance and Director Independence

Our Board of Directors does not have audit, compensation, nominating or any other committees. We do not have any explicit procedures regarding the consideration of auditing, compensation or nomination matters. The Board of Directors believes that it is appropriate not to have such committees or procedures because we are a new company with limited operations and no immediate prospects for becoming listed on the NASDAQ or any stock exchange. We anticipate that we will change the composition and structure of our Board of Directors and develop specific procedures in the future in order to comply with NASDAQ or exchange rules regarding listed companies when and if we commence the process of becoming a listed company. At this time, all of the members of the Board of Directors participate in the consideration of director nominees, auditing matters and compensation matters.

At this time, none of our Directors are independent under the independence standards for directors who are members of audit committees set forth in NASDAQ Rules 4200(a)(15) and 4200(d)(2)(A) because all of our Directors are either current executive officers or employees, family members of persons who were our executive officers within the past three years, or because they have participated in the preparation of our financial statements. At this time, the sole member of our Board of Directors who may be deemed to qualify as audit committee financial expert is John Pritchard.

In the last full fiscal year, we have had a total of three meetings of the Board of Directors and have primarily acted through actions by unanimous written consent. All of our Directors attended our meetings. At this time, we do not have a policy regarding board members' attendance at annual meetings of security holders.

Existence and Remediation of Material Weakness in Control over Financial Reporting.

In the course of auditing our financial results for the year ended December 31, 2007 and their contemporaneous review of our internal controls, the independent public accountants brought to our attention in March 2008 several control deficiencies which they believed constituted, in the aggregate, a material weakness in our control over financial reporting. We agreed that there was a material weakness in our internal control over financial reporting as of December 31, 2007. The specific deficiencies identified by the independent auditors were:

•      We did not sufficiently segregate financial responsibilities for authorizing, approving and reconciling transactions.

•      We misclassified certain expenditures and we failed to properly record and account for certain expenses as they were incurred, resulting in the publication of incorrect unaudited financial statements on Form 10-QSB for the quarter ended September 30, 2007. We do not believe that these errors in recording and accounting, either individually or in the aggregate, had a material impact upon our financial statements and positions as of December 31, 2007.

•      We failed to have the financial statements for the quarter ending September 30, 2007 reviewed by an independent auditor prior to our publication of them, and failed to disclose that there was no such independent review, as is required by SEC regulations. We subsequently corrected these financial statements which were reviewed by independent auditors and published by us in our amended Form 10-QSB dated February 11, 2008.

The deficiencies were in part the result of our small size and limited resources. We only have one full-time administrative employee, the Chief Executive Officer, and our Chief Financial Officer works for us on a part-time basis.

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After a discussion with the independent public accountants in late March 2008 regarding our internal controls, we completed on April 30, 2008 the implementation of new controls designed to eliminate the material weakness to our internal control over financial reporting and also to strengthen our disclosure controls and procedures. We intend to periodically review and enhance these controls as necessary. We believe that the following enhancements are reasonable and practicable given our small size and limited resources:

•      To improve the segregation of duties and responsibilities and strengthen the authorization and approval process, all material commitments or expenditures in excess of $5,000 are required to be approved in advance by at least two persons, one of whom must be either the President, Chief Executive Officer or Chief Financial Officer, and the other of whom must be a director who is not an officer. For expenditures in excess of $5,000, two signatures are required on all checks. One of the signatures must be that of either the President, Chief Executive Officer, or Chief Financial Officer, and the other signature must be that of a director who is not an officer;

•      To monitor non-arm's length transactions, all payments to officers, directors and associates in excess of $5,000 require approval of the board of directors;

•      To foster transparency, all directors and senior officers have on-line access to monitor all bank accounts and the Chief Executive Officer will perform a monthly review of the bank statements for unusual items and transactions;

•      To the extent practicable, all directors and senior officers have access to all bookkeeping matters, including invoices, material contracts, ledgers, corporate books and records;

•      Written schedules will be provided by management to all members of the board of directors of the final deadlines and our internal, interim deadlines for preparation and filing of financial statements and other regulatory reports. These written schedules will identify the person(s) responsible for the preparation of financial statements and regulatory reports;

•      Written schedules will be provided by management to all members of the board of directors setting forth all important dates, deadlines, and obligations for all material contracts; and

•      Board of directors meetings will be held no less than quarterly to ensure that these procedures are functioning as intended. Management will distribute a checklist of items that must be completed before our financial statements are approved. Finally, the minutes of the board of directors meetings will reflect the review and approval of all of the Company's financial statements.

DESCRIPTION OF BUSINESS

Overview

We are a Delaware corporation formed on May 5, 2006 to engage in the highly speculative business of exploring for gold. We have entered into lease agreements on four separate properties and have staked another property located in Nevada, for a total of five properties, and commenced initial exploration activities in August 2006. Our current plan is to explore for gold at each of our properties and to determine if they contain gold deposits which can be mined at a profit. None of these properties are known to contain a gold deposit which can be profitably mined. We also plan to acquire future exploration prospects, but have not identified any specific future prospects at this time. Our exploration staff consists of our President and Chief Geologist, David Mathewson, and our Senior Field Geologist, Mr. Brion Theriault. We plan to engage independent engineers, contractors and consultants on an as-needed basis. We cannot assure you that a commercially exploitable gold deposit will be found on any of our properties.

In Nevada, there are five property categories that can be available for exploration and eventual development and mining: public lands, private fee lands, unpatented mining claims, patented mining claims, and tribal lands. Our properties consist of unpatented mining claims on federal lands. The primary sources of land for exploration and mining activities are land owned by the United States federal government through the Bureau of Land Management and the United States Forest Service, land owned by state governments, tribal governments and individuals, or land obtained from entities which currently hold title to or lease government or private lands.

We currently have rights to explore for gold on five properties, three of which we lease from KM Exploration, Ltd., a Nevada limited liability company in which our President and Chief Geologist, David Mathewson, has a 50% ownership interest. We acquired the right to explore on our fourth property by staking. Our fifth property is leased from an unaffiliated party. Our properties were selected by Mr. Mathewson. The properties are referred to as "Crescent Valley North", "Robinson Creek", "Horse Creek", "Indian Creek" and "Tempo Mineral Prospect". KM Exploration acquired its rights to the Crescent Valley North, Robinson Creek and Horse Creek properties from the Federal Bureau of Land Management by staking. We acquired our rights to Indian Creek from the Federal Bureau of Land Management by staking in our name. We lease Tempo Mineral Prospect from the Lyle F. Campbell Trust of Reno, Nevada, which acquired its rights to this property from the Federal Bureau of Land Management by staking. More details about our properties may be found in the section captioned "Description of Property." Below is a map indicating the location of our properties in Nevada.

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Although mineral exploration is a time consuming and expensive process with no assurance of success, the process is straightforward. We first acquire the rights to explore for gold. We then explore for gold by examining the soil, the rocks on the surface, and by drilling into the ground to retrieve underground rock samples, which can then be analyzed for their mineral content. This exploration activity is undertaken in phases, with each successive phase built upon the information previously gained in prior phases. If our exploration program discovers what appears to be an area which may be able to be profitably mined for gold, we will focus most of our activities on determining whether that is feasible, including further delineation of the location, size and economic feasibility of any such potential ore body.

In the event that we discover gold deposits on our properties which can be mined at a profit, we will need to raise substantial additional financing in order for the deposits to be developed. In such event, we may seek to enter into a joint-venture agreement with another entity in order to mine our properties or enter into other arrangements. Any gold that is mined from our properties will be refined and eventually sold on the open market to dealers.

Competition

We compete with other exploration companies, many of which possess greater financial resources and technical abilities than we do. Our main areas of competition are acquiring exploration rights and engaging qualified personnel. The gold exploration industry is highly fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have probably established more strategic partnerships and relationships and have greater financial accessibility than we do.

There is significant competition for properties suitable for gold exploration. As a result, we may be unable to continue to acquire interests in attractive properties on terms that we consider acceptable.

In the event that gold is produced from our properties, we believe that wholesale purchasers for the gold would be readily available. Readily available wholesale purchasers of gold and other precious metals exist in the United States and throughout the world. Among the largest are Handy & Harman, Engelhard Industries and Johnson Matthey, Ltd. Historically, these markets are liquid and volatile. Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:

•      fluctuation in the supply of, demand and market price for gold;

•      mining activities of others;

•      sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;

•      interest rates;

•      currency exchange rates;

•      inflation or deflation;

•      fluctuation in the value of the United States dollar and other currencies;

•      political and economic conditions of major gold or other mineral-producing countries.

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If we find gold that is deemed of economic grade and in sufficient quantities to justify removal, we may seek additional capital through equity or debt financing to build a mine and processing facility, or find some other entity to mine our properties on our behalf, or sell our rights to mine the gold. Upon mining, the ore would be processed through a series of steps that produces a rough concentrate. This rough concentrate is then sold to refiners and smelters for the value of the minerals that it contains, less the cost of further concentrating, refining and smelting. Refiners and smelters then sell the gold on the open market through brokers who work for wholesalers including the major wholesalers listed above. Based upon the current demand for gold, we believe that we will not have any difficulty in selling any gold that we may recover. However, we have not found any gold as of today, and there is no assurance that we will find any gold in the future.

Hedging Transactions

We do not engage in hedging transactions and we have no hedged mineral resources.

Compliance with Government Regulation

Various levels of governmental controls and regulations address, among other things, the environmental impact of mineral exploration and mineral processing operations and establish requirements for decommissioning of mineral exploration properties after operations have ceased. With respect to the regulation of mineral exploration and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various aspects of the operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclamation and rehabilitation of mineral exploration properties following the cessation of operations and may require that some former mineral properties be managed for long periods of time after exploration activities have ceased.

Our exploration activities are subject to various levels of federal and state laws and regulations relating to protection of the environment, including requirements for closure and reclamation of mineral exploration properties. Some of the laws and regulations include the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Emergency Planning and Community Right-to-Know Act, the Endangered Species Act, the Federal Land Policy and Management Act, the National Environmental Policy Act, the Resource Conservation and Recovery Act, and all related state laws in Nevada. Additionally, all of our properties are subject to the federal General Mining Law of 1872, which regulates how mineral claims on federal lands are obtained.

In 1989, the state of Nevada adopted the Mined Land Reclamation Act (the "Nevada Act"), which established design, operation, monitoring and closure requirements for all mining operations in the state. The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. New facilities are also required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of operations. The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance.

We plan to secure all necessary permits for our exploration activities and we will file for the required permits to conduct our exploration programs as necessary. These permits are usually obtained from either the Bureau of Land Management or the United States Forest Service. Obtaining such permits usually requires the posting of small bonds for subsequent remediation of trenching, drilling and bulk-sampling. Delays in the granting of permits are not uncommon, and any delays in the granting of permits may adversely affect our exploration activities. Additionally, necessary permits may be denied, in which case we will be unable to pursue any exploration activities on our properties. It may be possible to appeal any denials of permits, but any such appeal will result in additional delays and expense, which may cause you to lose all or part of your investment.

We do not anticipate discharging water into active streams, creeks, rivers, lakes or any other bodies of water without an appropriate permit. We also do not anticipate disturbing any endangered species or archaeological sites or causing damage to our properties. Re-contouring and re-vegetation of disturbed surface areas will be completed pursuant to the applicable permits. The cost of remediation work varies according to the degree of physical disturbance. It is difficult to estimate the cost of compliance with environmental laws since the full nature and extent of our proposed activities cannot be determined at this time.

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Employees

We currently have three employees. Our Chief Executive Officer is Mr. John M. Pritchard. Our President and Chief Geologist is David Mathewson. Our Senior Field Geologist is Mr. Brion Theriault. Messrs. Pritchard, Mathewson and Theriault are employed full-time. Our employment agreements with Messrs. Pritchard, Mathewson and Theriault are discussed elsewhere in this Prospectus. Additionally, our Treasurer, Chief Financial Officer and Controller, Mr. Ernest M. Cleave and our secretary, Christina Wilton, work for us on a part time basis. We do not have a consulting agreement with Mr. Cleave. In the future, if our activities grow, we may hire additional personnel on an as-needed basis. For the foreseeable future, we plan to engage freelance geologists, engineers and other consultants.

Research and Development Expenditures

We are not currently conducting any research and development activities other than those relating to the possible acquisition of new gold properties or projects. As we proceed with our exploration programs we may need to engage additional contractors and consider the possibility of adding permanent employees, as well as the possible purchase or lease of equipment. Our planned exploration activities are described in the section captioned "Management's Plan of Operation".

Subsidiaries

We have no subsidiaries.

Patents/Trademarks/Licenses/Franchises/Concessions/Royalty Agreements or Labor Contracts

We do not own any patents or trademarks. Also, we are not a party to any license or franchise agreements, concessions, or labor contracts. In the event that gold is produced from our properties, we will have to pay royalties as disclosed in the section captioned "Description of Property."

Reports to Security Holders

We became a reporting company under the Securities Exchange Act of 1934, as amended, when our initial registration statement on Form SB-2, which has since been withdrawn, was declared effective on May 14, 2007. This prior offering was solely for common stock plus a percentage of the shares owned by our selling shareholders. We terminated that offering after having made material changes to its terms but continued to offer our shares before the SEC declared effective the amended prospectus describing the revised terms. All funds received from that offering were returned to the subscribers prior to the filing of this registration statement. We are required, among other things, to file annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and periodic reports on Form 8-K. We will deliver annual reports with audited financial statements and quarterly reports with un-audited financial statements to our shareholders. We may elect to deliver our annual and/or quarterly reports through our website or other electronic means in lieu of mailing printed documents.

Our securityholders and the public are able to read and copy any document that we file with the Securities Exchange Commission. Our filings are available at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.

DESCRIPTION OF PROPERTY

As of January 1, 2008, we have the right to explore for gold on five properties located in Elko, Eureka and Lander Counties, Nevada. We acquired our exploration rights to four of our properties by lease, and to our fifth property by staking. These properties are known as (i) Crescent Valley North (leased), (ii) Robinson Creek (leased), (iii) Horse Creek (leased), (iv) Indian Creek (staked) and Tempo Mineral Prospect (leased). We acquired our interests in Crescent Valley North, Robinson Creek and Horse Creek pursuant to three separate leases with KM Exploration, Ltd., a Nevada corporation in which our President and Chief Geologist, David Mathewson, has a 50% ownership interest.¹ We may terminate any of these three leases upon 60 days' advance notice. All three of the properties which we lease from KM Exploration are unpatented mineral lode claims which KM Exploration acquired from the Federal Bureau of Land Management by staking. The term "mineral lode claim" is defined in the section captioned "Glossary". We acquired the right to explore for gold on Indian Creek from the Federal Bureau of Land Management by staking. We acquired our interests in Tempo Mineral Prospect pursuant to a lease with the Lyle F. Campbell Trust of Reno, Nevada, an entity with which we are not affiliated and which acquired its rights to Tempo Mineral Prospect from the Federal Bureau of Land Management by staking. We may terminate our lease to Tempo Mineral Prospect at any time. None of our properties are known to contain gold which can be mined at a profit, although the areas in which our properties are located have a history of mining activity by others. Our current portfolio of properties was selected by our President and Chief Geologist, David Mathewson.

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Note:

¹ Mr. Mathewson has waived in writing his rights to receive any of our lease payments and a portion of any royalty payments that we may make to KM Exploration. However, Mr. Mathewson retains his residual interest in the portion of KM Exploration's net smelter return royalty that is not subject to buyback by us under the terms of our lease agreements. Depending upon the specific property lease, Mr. Mathewson's residual interest amounts to between 1/3 and 1/2 of 1% of our net smelter return for that property. With respect to our lease payments to KM Exploration, Mr. Mathewson has advised us that our lease payments will be forwarded directly to Mr. David Knight, the other 50% owner of KM Exploration.

* * *

Crescent Valley North

•      Property Description, Location and Access

The Crescent Valley North property is located underneath the Carlin gold trend and is located approximately 15 miles southwest of Carlin, Nevada, which is one of the area's centers of mining development and activity and is a short distance to several ore processing plants. Crescent Valley North consists of 151 contiguous lode claims totaling 3,020 acres and is located within the northwest-trending volcanic-hosted Midas – Mule Canyon bonanza vein gold belt which is present between the Battle Mountain – Eureka and Carlin gold trends.

Crescent Valley North is accessible through good roads as well as cross-country. Access is generally available from May through December. Between December and May is the muddy season, during which wet weather and poor road conditions will generally prevent us from accessing the property. We know of no environmental or archeological issues related to this property.

•      Title Report

A title report and addendum for Crescent Valley North was recently prepared and indicates that all of the claims comprising Crescent Valley North are valid and defensible and have no unreleased liens or encumbrances. Portions of Crescent Valley North Claims # 49, 51 and 53, located in the extreme northeast of the property, may conflict with senior claims owned by another company. Please refer to the maps below for the exact location of these specific claims. We do not believe that these potential conflicts will significantly affect our business plan because the targets that we have identified on this property are not in the vicinity of these potentially conflicting claims. Nevertheless, the existence of potentially conflicting claims creates the risk of title disputes and litigation, which is discussed elsewhere in this Prospectus. Additionally, Crescent Valley North Claims # 140 – 151, located in the southeast portion of the property, were patented under a Taylor Grazing Patent, which does not grant surface use rights. At this time, our exploration plans and activities are not located in the vicinity of these specific claims. In the future, depending upon the development of our exploration program, we may need to secure a surface use agreement with the surface owner.

•      Geology and History

We believe that Crescent Valley North represents a bonanza vein opportunity which could evolve into a Nevada-style bonanza vein system of gold-silver deposits. Our planned exploration program, described in the section captioned "Management's Plan of Operation", is examining and partially testing the bonanza vein model. Previous exploration on the property consisted of five reverse circulation holes drilled in 2004 by another exploration company which subsequently abandoned its claim because of the company's lack of funds. These holes intersected intervals of sulfide and sulfosalt-bearing quartz-calcite veins locally exceeding 100 feet in width, and trace to low-level amounts of gold up to 330 parts per billion (ppb). We believe that these results are encouraging with respect to the bonanza vein model. The gold in bonanza vein models occurs in a restricted lateral and vertical zone determined by the structural conduits and level(s) of boiling at the time of gold deposition. These deposits tend to be locally very high-grade, containing up to several ounces of gold per ton.

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Quartz-calcite vein material is locally exposed through surrounding cover along the flank of adjacent range over a strike length of 1.5 miles. Alteration suggestive of the presence of a system is expressed over a measurable strike length of approximately two miles. The mixed quartz-calcite "angel wing" vein textures at the surface may represent the very high-level expression of a significant bonanza grade gold vein system at a commercially mineable depth.

A large northwest-trending zone of altered volcanic rocks and quartz veins is developed along the range margin. Vein textural features and geochemical results from previous limited shallow drilling suggest the presence of a bonanza gold model target opportunity. An exploration drill program has been designed to cross-cut the veins at depths that will confirm the type of target and test the bonanza model.

•      Crescent Valley North Lease

Our lease for Crescent Valley North is dated July 17, 2006 and became effective on August 1, 2006. The lease is with KM Exploration, Ltd., a Nevada limited liability company in which our President and Chief Geologist, David Mathewson, has a 50% ownership interest. KM Exploration acquired its interest in Crescent Valley North from the federal Bureau of Land Management by staking its lode claims. Our lease is for an initial period of ten years and may be extended in five year increments thereafter up to a total term of 30 years provided that certain conditions are met. We may terminate this lease upon 60 days' advance notice. Until production is achieved, our lease payments consist of an initial payment of $13,333.33, which we made on the effective date of our lease, followed by annual payments due on the anniversary of the effective date according to the following schedule:

Anniversary of Effective Date	Annual Payment
Years 1-4	$13,333.33
Years 5-9	$26,666.66
Years 10 and thereafter	$43,333.32

Mr. Mathewson has represented to us that will have no direct or indirect interest in any lease payments that KM Exploration, Ltd. receives from us for this or for any of our other currently leased properties. However, Mr. Mathewson has retained his right to receive a residual portion of any net smelter return royalties that we pay to KM Exploration on this and on our other properties which we currently lease from KM Exploration.

In the event that we produce gold from Crescent Valley North, we shall in lieu of the above annual payments instead pay to KM Exploration a royalty. The royalty shall be the greater of (i) a production royalty equal to 3% of our net smelter return from Crescent Valley North, or (ii) the annual lease payment that we would have otherwise paid to KM Exploration pursuant to the schedule above. The term "net smelter return" is defined in the section captioned "Glossary". In the event that we pay any production royalty on this property to KM Exploration, we will be required to pay one-third of the first 1% of KM Exploration's royalty directly to Mr. Mathewson.

In the event that we pay KM Exploration a 3% production royalty, we have the option to repurchase up to two points of the royalty, which would have the effect of thereafter permanently reducing KM Exploration's production royalty to 1% of our net smelter return for this property. The purchase price for each royalty "point" shall be according to the following schedule:

Average Gold Price During Preceding Thirty Days	Price per Royalty "Point"
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	$2,500,000
$400.01 to $500.00 per ounce	$3,000,000
$500.01 to $600.00 per ounce	$4,000,000
$600.01 to $700.00 per ounce	$5,000,000
$700.01 to $800.00 per ounce	$6,000,000
$800.01 to $900.00 per ounce	$7,000,000

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The price per royalty "point" shall increase by $1,000,000 for every $100 or fraction thereof that the average price of gold exceeds $900 per ounce during the thirty days preceding our purchase of KM Exploration's royalty.

KM Exploration shall have the right to collect and sell any specimen-grade minerals extracted from this property, which KM Exploration shall purchase from us at a cost of 10% below the London P.M. fix for gold and for fair market value in the case of other minerals. KM Exploration's right to collect specimen-grade minerals is exclusive with respect to first $50,000 worth of minerals collected from this property per year (KM Exploration is entitled to annually collect $50,000 worth of specimen-grade minerals from each of our three leased properties, but has no such right with respect to Indian Creek, which we staked in our name). Any payments due to us from KM Exploration for specimen minerals shall be offset against our obligation to make royalty payments.

•      Maps of Crescent Valley North

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Robinson Creek

•      Property Description, Location and Access

The Robinson Creek property is located approximately 35 miles south-southwest of Elko, Nevada, and is approximately 15 miles south of the Newmont Mining Company Rain/Emigrant Springs mining operation. Robinson Creek consists of 91 lode claims, totaling 1,820 acres, and is located within the north-south trending Independence – Eureka Gold Trend near the southeastern end of the Carlin Gold Trend.

Robinson Creek is accessible through good roads and is expected to remain accessible through until Mid-December and possibly later if the early winter does not have significant snowfall. The onset of the muddy season in December will likely prevent us from accessing the property until about early May. We know of no environmental or archeological issues related to this property.

•      Title Report

A title report for Robinson Creek was recently prepared and indicates that all of the claims comprising Robinson Creek are valid and defensible and have no unreleased liens or encumbrances. Portions of Robinson Creek Claims # 14, 16, 18, 20, 22, 24, 26, 28, 30 and 53 – 61, located in the southeastern portion of the property, may conflict with junior claims owned by an individual claimholder. Please refer to the maps below for the exact location of these specific claims. We do not believe that these potential conflicts will significantly affect our business plan because our claims are senior and therefore superior to the potentially conflicting claims. Nevertheless, the existence of potentially conflicting claims creates the risk of title disputes and litigation, which is discussed elsewhere in this Prospectus.

•      Geology and History

We believe that Robinson Creek has the potential to have a Carlin-style, breccia-hosted, moderate-grade gold deposit. The target is Rain-type, mineralized collapse breccias developed along the Webb Formation – Devils Gate Formation contact. The target opportunity is both shallow, open-pittable oxide and deeper, underground mineable oxide or sulfide gold deposits. In our opinion, the surface alteration and geochemistry is very similar to that observed in the multi-million ounce Rain district to the North. The host rocks appear to be Webb and Devils Gate Formations, the primary hosts in the Rain district. We do not believe that Robinson Creek has ever been drilled to the depth necessary in order to reach potential gold deposits. Two apparently shallow holes have been noted on the property, and are indicated by the presence of very small amounts of cuttings and no noticeable surface disturbance. We estimate that these holes are no more than 200 feet in depth. A sample of cuttings strewn on the ground near the holes yielded a 60ppb gold assay and moderately anomalous arsenic. We believe this geochemistry may indicate the potential presence of a gold system at a high level above the target zone. We know of no significant previous gold exploration activities on this property.

•      Robinson Creek Lease

The terms of our lease for the Robinson Creek property are identical to the terms of our lease for the Crescent Valley North property except that our lease payments are different and the maximum percentage production royalty due to KM Exploration is 2 1/2% rather than 3%. We have the option to purchase up to one and one-half points of the royalty according to the same price schedule as for our Crescent Valley North property, which would have the effect of thereafter permanently reducing KM Exploration's production royalty to 1% of our net smelter return for this property. In the event that we pay any production royalty on this property to KM Exploration, we will be required to pay one-half of the first 1% of KM Exploration's royalty directly to Mr. Mathewson. This lease became effective on August 1, 2006. For the Robinson Creek property, our lease payments consist of an initial payment of $10,000, which we made on the effective date, followed by annual payments due on the anniversary of the effective date according to the following schedule:

Anniversary of Effective Date	Annual Payment
Years 1-4	$10,000
Years 5-9	$20,000
Years 10 and thereafter	$32,500

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•      Maps of Robinson Creek

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Horse Creek

•      Property Description, Location and Access

The Horse Creek property is located approximately 180 miles east-northeast of Reno, Nevada and 50 miles southwest of Elko, Nevada. Horse Creek consists of 189 contiguous lode claims totaling approximately 3,780 acres. It is located approximately four miles east of the Buckhorn gold deposit, within or underneath the Battle Mountain – Eureka (Cortez) gold trend. The two primary target opportunities at this property are along the Webb—Devil's Gate contact and within the Devonian Horse Canyon Formation. Horse Creek is accessible through very good roads and by jeep trails, as well as cross-country. Access may be limited during the muddy season, specifically between January and May. We know of no environmental or archeological issues related to this property.

•      Title Report

A title report for Horse Creek was recently prepared and indicates that all of the claims comprising Horse Creek are valid and defensible and have no unreleased liens or encumbrances. Portions of Horse Creek Claims # 15 – 20, 25, 39 – 50, 71, 92 – 99, 120, 122, 124, 137, 138, 151 – 154, 156, 158, 160, 162, 164, 166, 168, 170, 172, 174, 176, 178 – 187 and 196 – 197 may conflict with claims owned by other companies, some of which are junior and others of which are senior to our claims. Please refer to the maps below for the exact location of these specific claims. We do not believe that these potential conflicts will significantly affect our business plan at this time because the potentially conflicting claims are located on the periphery of the property, away from our target zones. At this time, our exploration plans and activities are not located in the vicinity of these potentially conflicting claims. The status of these potentially conflicting claims may need to be addressed in the future, depending upon the development of our exploration program. The existence of potentially conflicting claims creates the risk of title disputes and litigation, which is discussed elsewhere in this Prospectus.

•      Geology and History

Horse Creek contains several north-northwest trending structural trends indicated by zones of geochemically anomalous altered broken zones, each up to several miles in length. In 2004 and 2005, J-Pacific Gold, Inc. drilled five holes along a portion of one of the structural trends. During this time, David Mathewson served as a consultant to J-Pacific Gold through his 50%-owned company, KM Exploration, Ltd. Mr. Mathewson and KM Exploration have since severed their connections with J-Pacific Gold. All of the holes encountered anomalous gold intervals at up to ore grades and associated anomalous epithermal metals, as well as geochemistry indicative of Carlin-style gold systems. We believe that this previous drilling does not preclude the presence of major gold deposits elsewhere or at greater depths along the structural zones. Previous drilling was mostly in the southern portion of the property. This prospect is characterized by extensive alteration and a broad, poorly defined gravity high and a magnetic high near the north end of the property. We believe that the undrilled, northern portion of the property near gravity and magnetic highs remains the more prospective area of the property. The target type is for Cortez Hills and or Pipeline-style mineralization within permissive lithologies and contacts.

•      Horse Creek Lease

Our lease for Horse Creek is dated July 17, 2006 and became effective on August 1, 2006. The terms of and payments under our lease for Horse Creek are identical to those of our lease for Robinson Creek.

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•      Maps of Horse Creek

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Indian Creek

•      Property Description, Location and Access

We staked the Indian Creek property in January 2007. The property is located approximately 40 miles south-southwest of Elko, Nevada, and approximately 20 miles south of the Newmont Mining Company Rain/Emigrant Springs mining operation. The Indian Creek property is approximately 4 to 6 miles south of our Robinson Creek property. Indian Creek consists of 88 lode claims totaling approximately 1760 acres, and is located within the north-south trending Independence – Eureka Gold Trend near the southeastern end of the Carlin Gold Trend.

Indian Creek is accessible through good roads and is expected to remain accessible until Mid-December and possibly later if the early winter does not have significant snowfall. The onset of the muddy season in December will likely prevent us from accessing the property until about early May. We know of no environmental or archeological issues related to this property.

•      Title Report

We have not conducted a title survey on Indian Creek, and have no immediate plans to do so in the future.

•      Geology and History

We believe that Indian Creek has the potential to have a Carlin-style, breccia-hosted, moderate-grade gold deposit. The main target is Rain-type, mineralized collapse breccias developed along the Webb Formation – Devils Gate Formation contact. The target opportunity is both shallow, open-pittable oxide and deeper, underground mineable oxide or sulfide gold deposits. The property was largely staked on the basis of a gravity high that suggests the presence of a Paleozoic host rock uplift and associated flanking north-south trending major fault structure. This gravity high is very similar to that observed in the multi-million ounce Rain district to the North. We do not believe that Indian Creek has ever been drilled to the depth necessary in order to reach potential gold deposits. A single, apparently shallow hole has been noted on the property, and is indicated by the presence of a small amount of cuttings and a small surface disturbance. We estimate that this hole is no more than 600 feet in depth.

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•      Map of Indian Creek

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Tempo Mineral Prospect ("Tempo")

•      Property Description, Location and Access

Tempo is located approximately 20 miles north of Austin, Nevada. Tempo consists of 146 contiguous unpatented lode claims, totaling 2,920 acres, and is located within the north-south trending Rabbit Creek Gold Trend.

Tempo is accessible through good roads as well as cross-country. Access is generally available from May through December. Between December and May is the muddy season, during which wet weather and poor road conditions will generally prevent us from accessing the property. We know of no environmental or archeological issues related to this property.

•      Title Report

We have not conducted a title survey on Tempo, and have no immediate plans to do so in the future.

•      Geology and History

We believe that Temp's geology, geochemistry and alteration are typical of those in the Rabbit Creek gold trend. The central target is defined by a gold and arsenic soil anomaly approximately 5000 feet in strike length. Both upper-plate and permissive lower-plate rocks are present. Rock samples indicate a high of 20 gm/t for gold and 300 gm/t for silver. The central portion of the property covers approximately one square mile of lower plate carbonate rock intruded by Laramide diorites with associates gold-bearing skarn. The northern third of the property includes numerous exposures of lower-plate carbonate rocks within a large expanse of non-permissive upper-plate rocks. Jasperoids are common and contain anomalous to very anomalous gold and arsenic values. Approximately 160 holes have been previously drilled within the property by others. Approximately 70% of the holes were no deeper than 300 feet. Approximately 65% of the holes encountered non-permissive upper-plate of rock units. Approximately 40% of holes intersected permissive lower-plate underlying the upper-plate rocks. We believe that multiple high-quality gold targets remain to be identified, qualified and assessed by drilling.

•      Tempo Mineral Prospect Lease

Our lease for Tempo is dated and became effective on May 18, 2007. The lease is with the Lyle F. Campbell Trust of Reno, Nevada, an entity with which we are not affiliated. We were advised on December 21, 2007 that this lease with the Lyle F. Campbell Trust has been assigned to the Gold Standard Royalty Corporation. The Lyle F. Campbell Trust acquired its interest in Tempo from the Federal Bureau of Land Management by staking its lode claims. Our lease is for an initial period of ten years and may be extended in five year increments for up to a total term of 99 years. We may terminate this lease at any time. Until production is achieved, our lease payments (deemed "advance minimum royalties") consist of an initial payment of $5,000, which we made upon the effectiveness of our lease, followed by annual payments according to the following schedule:

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Due Date of Advance Minimum Royalty Payment	Amount of Advance Minimum Royalty Payment
January 15, 2008	$10,000
January 15, 2009	$15,000
January 15, 2010	$30,000
January 15, 2011	$45,000
January 15, 2012 and annually thereafter during the term of the lease	The greater of $60,000 or the dollar equivalent of 90 ounces of gold

In the event that we produce gold or other minerals from Tempo, our lease payments will be the greater of (i) the advance minimum royalty payments according to the table above, or (ii) a production royalty equal to 4% of the gross sales price of any gold, silver, platinum or palladium that we recover plus 2% of the gross sales price of any other minerals that we recover. Our lease expressly states that we have no rights to any oil, gas, hydrocarbons and geothermal resources that may be found on the property. Under certain conditions, the Lyle F. Campbell Trust may elect to take its production royalty in cash rather than in kind. In the event that we produce gold or other minerals from Tempo and pay the Lyle F. Campbell Trust a production royalty, then, within any one calendar year, we may use 100% of that year's advance royalty payment as a credit against our royalties payable for that year. If our royalty payments payable for that year are greater than our advance royalty payment paid for that year, then we can credit all advance minimum royalty payments made in previous years against 50% of the production royalty payable for that year.

In the event that we pay the Lyle F. Campbell Trust a production royalty, we have the option to repurchase up to two points of the royalty payable on gold, silver, platinum or palladium, which would have the effect of thereafter permanently reducing the Lyle F. Campbell Trust's production royalty on gold, silver, platinum or palladium from 4% to 2% of our gross sales price for those minerals. The purchase price for each royalty "point" shall be according to the following schedule:

Royalty Point Purchased	Price
First 1%	$1,500,000
Second 1%	$3,000,000

We cannot purchase the remaining 2% production royalty on gold, silver, platinum or palladium or the 2% production royalty applicable to all other minerals.

Our lease requires us to perform $25,000 worth of physical work annually on the property for 2007, 2008 and 2009. In 2007 we performed in excess of $25,000 work on this lease. Starting in 2010 and thereafter, we must perform a minimum of $50,000 worth of work annually on the property, of which at least $25,000 is physical work.

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•      Map of Tempo Mineral Prospect

Claim Maintenance Payments

We are required to make annual claim maintenance payments to the Bureau of Land Management and to the counties in which our properties are located. If we fail to make these payments, we will lose our rights to our properties. As of the date of this Prospectus, our annual maintenance payments are $138.50 per claim, consisting of payments to the Bureau of Land Management and to the counties in which our properties are located. Our properties consist of an aggregate of 665 lode claims. Our aggregate annual claim maintenance costs are currently $92,103.

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MANAGEMENT'S PLAN OF OPERATION

We intend to conduct a phased exploration program on each of our five properties, which are all at the very early stages of exploration. The follow-up stages of our exploration programs are dependent upon the results obtained during the earlier stages.

We have spent approximately $810,000 on our exploration program through March 31, 2008. We anticipate that the proceeds from the minimum offering will be sufficient for us to meet our 2008 exploration program funding obligation under our agreement with David Mathewson, our President and Chief Geologist.

Under the Company's Funding Obligation Agreement with David Mathewson, discussed in notes 2(a) and 5(a) of the unaudited financial statements for the three month period ended March 31, 2008, the Company was required to provide $2,000,000 by March 31, 2008, with an additional $2,000,000 due by March 31, 2009, and another $2,000,000 due by March 31, 2010. We were unable to fund our exploration financing tranche in the amount of $2,000,000 due on March 31, 2008. On April 1, 2008, Mr. Mathewson extended the deadline for that financing tranche by 90 days to June 29, 2008. If we are unable to meet this extended deadline and Mr. Mathewson thereupon advises us that we are in default, we will then have an additional 90 days following such notice to cure such default. We anticipate that we will be able to meet this obligation without penalty if our pending public offering is declared effective by the SEC in the near future. However, in the event we are unable to raise the required funds, we will need to seek additional financing and/or renegotiate our contract with Mathewson. In the event the Company does not meet its funding obligations with Mathewson, the Company will lose all of its interests in its properties.

The proceeds from the minimum offering will not be sufficient for us to fully comply with our 2009 and 2010 exploration program funding obligations, including the $2,000,000 funding obligation due by March 31, 2009. We estimate that we will require approximately $5.2 million through May 31, 2009 to pay for our exploration program as it is currently planned and described in this section of the Prospectus, follow-up work on our exploration projects currently in progress, the additional exploration funding required under our current agreement with David Mathewson, and our estimated administrative expenses, lease payments and estimated claim maintenance costs. The proceeds from our minimum offering will be not sufficient to fund our operations for the next twelve (12) months. Accordingly, in the event we close on only the minimum amount in this offering, we will need to seek additional financing and/or renegotiate our agreement with Mr. Mathewson.

We have commenced the initial exploration work on four of our properties. The total planned initial phase of exploratory work for all five properties is estimated to be approximately $988,000, of which $810,000 has been spent through March 31, 2008. Completing the first phase for all five properties, and a second phase of work on three of our properties, is estimated to cost a total of approximately $1,678,000. We will require the proceeds of this initial public offering to perform the first phase of exploration work on two of our properties and the second phase exploratory work on three of our properties. The scope of the first phase and second phase of work for these properties is described below.

In addition, we intend to seek out and acquire additional mining prospects in Nevada and elsewhere. In the event that we acquire additional mining prospects, we may decide to accordingly modify our planned exploration programs for our existing properties.

We believe that necessary equipment and operators for our exploratory activities are available from several local sources in Elko and Reno, Nevada.

A detailed description of our five properties may be found in the section captioned "Description of Property".

Exploration Program for Crescent Valley North Property

Five drill sites have already been permitted and at least three core holes will be drilled to further examine the bonanza vein model and provide initial target tests. These holes must be drilled to at least 1,500 feet, with the option of drilling to 2,000 feet. We anticipate drilling approximately 5,000 total feet of core during the initial phase of this exploration program. The estimated costs for the initial phase of this exploration program are approximately $340,000, consisting of:

•      Drilling costs at approximately $60 per foot, for a total of $300,000.

•      Site preparation costs of approximately $5,000.

•      Assaying costs at approximately $6 per foot, for a total of $30,000.

•      Core splitting and miscellaneous materials and labor at approximately $1 per foot, for a total of $5,000.

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Excluded from our exploration costs for this property is our reclamation bond filed with the State of Nevada Commission on Mineral Resources, effective through June 30, 2008.

Depending upon the results obtained in the initial exploratory phase, we may immediately commence with next phase of the exploration program. The second phase will be will be a similar size program to provide additional characterization and definition on the model and prospectively intersected mineralization. Our projected cost for the second phase is an additional $340,000, for a total cost of approximately $680,000 for the initial and second phases of this exploration program.

Exploration Program for Robinson Creek Property

A gravity survey consisting of 273 stations surveyed at approximately 125 meter intervals along lines spaced approximately 250 meters apart was completed in October 2006. The data achieved from this survey provided quality definition on underlying rock densities and helped guide the site locations and design approach for drilling by allowing us to estimate lithologic types, relative depth to lithologic types and structural contacts.

In October and November 2006, five drill sites were permitted and bonded for initial exploration. Two reverse circulation holes were drilled in December 2006 and January 2007 for purposes of testing two of the five target sites. We could not access the three remaining sites because of difficult weather and ground conditions.

Hole RC06-1 was completed in December 2006 to a depth of 1,140 feet when we had to stop because of difficult hole conditions. The cutting samples indicated scattered weakly anomalous gold values from 25 to 100 ppb (parts per billion). We believe that a structural complication may have displaced the targeted Webb-Devil's Gate limestone contact downward, below 1,500 feet of depth. The right rock units of Chainman Formation that overlies the Webb Formation were intersected in the drill hole.

Hole RC06-2 was completed in January 2007 to a depth of 1,500 feet. The rock formation that was drilled appears to be entirely Chainman Formation. The top of the Webb Formation may have been encountered at 1,470 feet, which indicates that the targeted Webb-Devil's Gate limestone contact is at an excessive depth at this location. Several thin zones of thin mafic intrusions were intersected in this hole. We believe that these intrusions provide favorable indication of target prospectivity at this site.

All assays are pending at this time.

The estimated costs for the initial phase of this exploration program are approximately $180,000, consisting of:

•      Gravity survey and assessment report have been completed at a cost of $20,000.

•      Site preparation costs of approximately $15,000 (a portion of which has already been expended).

•      Drilling costs at approximately $25 per foot, for a total of $125,000 (a portion of which has already been expended).

•      Assay costs of approximately $20,000 (a portion of which has already been expended).

Excluded from our exploration costs for this property is our reclamation bond filed with the State of Nevada Commission on Mineral Resources, effective through June 20, 2008.

We may commence with the second phase of our exploration program depending upon the results obtained in the initial phase. The second phase consists of a similar amount of drilling, including angle drilling, and is expected to cost an additional $150,000. The total cost for the initial and second phases of our exploration program for this property is approximately $330,000.

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Exploration Program for Horse Creek Property

In October 2006, we completed a 552-station gravity survey at 125-meter station intervals along lines spaced approximately 250 meters apart. When conditions permit, we will conduct a ground examination of the interpretable features indicated by this gravity survey to assist us with targeting. The results of this gravity survey appear to provide good definition on several northwest-trending structural features that are consistent with earlier targeting on the property. In addition, a strong gravity high was indicated within the northern area of the property. This gravity high data may indicate shallow depth to prospective lower-plate rock units. We do not plan to start drilling at this property until the beginning of 2008 at the earliest. We will obtain a reclamation bond prior to commencing drilling on this property. No previous drilling has been conducted in the vicinity of this gravity high. The estimated cost of the initial phase of this exploration program are approximately $45,000, consisting of:

•      Gravity survey and assessment report have been completed at a cost of $30,000.

•      500 rock and soil samples sufficient to characterize target locations along the prospective structural zones expected to cost approximately $30 per sample, for a total of $15,000.

We may start drilling on this property depending upon the results that we obtain from our preliminary work. At this time, we estimate that the additional costs of drilling two or three initial reverse-circulation test holes to a total footage of 5,000 feet to be $200,000 ($40 per foot).

Exploration Program for Indian Creek Property

We completed a detailed gravity survey of this property in May 2007 and are currently conducting an extensive surface sampling program. Targets to be pursued by drilling are becoming evident and are in the process of being further defined by mapping and sampling. We intend to drill three exploratory holes to a depth of approximately 1,500 feet each. We will obtain a reclamation bond prior to commencing drilling. Excluding the cost of the reclamation bonds, the total cost of this initial phase of our exploration program is estimated to be $253,000, consisting of:

•      Initial staking and claim filings were completed at a cost of $28,000.

•      Gravity survey and assessment report at a cost of $30,000.

•      All rock and soil samples are expected to cost $15,000.

•      Drilling costs at approximately $40 per foot, for a total of $180,000.

Exploration Program for Tempo Mineral Prospect Property Property

A gravity survey to expand and enhance the existing gravity data is currently in progress. Once the gravity survey is completed and evaluated by our contract geophysicist and the target opportunities are further defined, we intend to drill two exploratory holes to a depth of up to approximately 2,000 feet each. We will obtain a reclamation bond prior to commencing drilling. The total cost of this initial phase of our exploration program is estimated to be $170,000, consisting of:

•      Gravity survey and assessment report expected to cost $50,000.

•      Drilling costs at approximately $25 per foot, for a total of $100,000.

•      Assaying is expected to cost $20,000.

At this time, we are unable to estimate the costs of continuing our exploration program on this property past the initial stage.

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Product Research and Development

None, except for our exploration activities.

Purchase/Sale of Plant and Significant Equipment

We intend to conduct our exploration activities by leasing equipment and by contracting with third parties for various services on an as-needed basis. At this time, we do not anticipate purchasing any equipment, although this may change depending upon the success of our exploration activities.

Changes to Number of Employees

We intend to conduct our exploration activities by engaging geologists, engineers, contractors and other personnel on an as-needed, consulting basis. At this time, we do not anticipate hiring additional employees, although this may change depending upon the success of our exploration activities.

Off-Balance Sheet Arrangements

None.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Interested Party Transactions Involving David Mathewson

Three of our properties are leased from KM Exploration, Ltd., a Nevada limited liability company in which our President, Chief Geologist and Director, David Mathewson, has a 50% ownership interest. See "Description of Property" for a summary of the lease terms.

We are party to a Funding Obligation Agreement with Mr. Mathewson dated December 13, 2007. This Funding Obligation Agreement replaced and superseded an Amended and Restated Agreement with Mr. Mathewson dated November 20, 2006 and effective May 9, 2006, as amended by a letter agreement dated June 22, 2007. It was necessary to enter into the Amended and Restated Agreement to as a result of our default in fulfilling the terms of our funding obligation to him. All of our current mineral prospects have been generated by Mr. Mathewson. This agreement was amended to adjust our exploration program funding obligations to a schedule that we anticipated would be easier for us to meet. We were nevertheless unable to comply with the adjusted exploration program funding obligations, and on September 15, 2007, we received a notice of default from Mr. Mathewson. In order to cure the notice of default, we commenced the litigation described in the section captioned "Legal Proceedings", restructured our capital structure to that described in this registration statement, and entered into the Funding Obligation Agreement that is currently in effect.

Pursuant to our agreement with Mr. Mathewson, he purchased 7,500,000 shares of Common Stock for $750, or $.0001 per share. The price per share that was paid by Mr. Mathewson was one-tenth of the price per share that was paid by unaffiliated purchasers of our Common Stock, depending upon the specific transaction. Please see the section captioned "Recent Sales of Unregistered Securities" for the details of our transactions with unaffiliated purchasers. Our agreement with Mr. Mathewson allows him to acquire additional shares of Common Stock at a price of $.0001 per share, the same price which he paid for his 7,500,000 shares of Common Stock, to guarantee that his holdings will represent 15% of our outstanding Common Stock as of March 31, 2010 or such earlier date that we comply with our $6,000,000 contractual obligation to fund our exploration costs. Our funding obligation will be deemed satisfied upon the earlier of i) the date upon which the cumulative sum of $6,000,000 has been expended on exploration costs, or ii) the date upon which funds in the amount of $6,000,000 (less the amount of exploration costs previously expended) is set aside and reserved to pay for exploration costs, provided that we have also set aside funds to pay for general and administrative expenses in an amount equal to 50% of the funds set aside to pay for exploration costs. In the event that Mr. Mathewson's holdings represent more than 15% of our outstanding stock at that time, we will cancel that number of Mr. Mathewson's shares of Common Stock necessary to reduce his holdings to 15% of our outstanding Common Stock.

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For purposes of calculating Mr. Mathewson's percentage ownership: (i) he shall be deemed to own 7,500,000 shares of Common Stock as of the time of such calculation, which includes the 1,500,000 shares that he sold to Mr. Brion Theriault, our Senior Field Geologist and (ii) any shares which we shall have issued in connection with the acquisition of either mineral interests or entities which own rights to mineral interests will be excluded from the number of our outstanding shares of Common Stock as of the time of such calculation.

Under the terms of our agreement with Mr. Mathewson, exploration costs includes the costs of staking, mapping, chip sampling, geochemical sampling, assay costs, consulting fees and expenses, costs of drilling and related activities and a pro-rated share of salaries of geologists and other professionals related to our exploration activities. Specifically excluded from the definition of exploration costs are lease payments and government and regulatory fees and costs. The $6,000,000 for our exploration costs is to be made available on or before the following dates:

Date	Funds To Be Made Available
March 31, 20081	$2,000,000
March 31, 2009	$2,000,000
March 31, 2010	$2,000,000
Total:	$6,000,000

Note:

¹ Extended to June 29, 2008 pursuant to a letter from Mr. Mathewson dated April 1, 2008.

In the event that we fail to comply with our funding obligations and fail to cure our default, then we will lose our rights to our leased properties, without further recourse.

* * *

Mr. Mathewson is also party to a stock assignment agreement effective September 16, 2006 with Brion Theriault, under which Mr. Mathewson agreed to sell and transfer to Mr. Theriault 1,500,000 shares of his Common Stock for an aggregate price of $150. We consented to this agreement, to which we are not a party, which was made by Mr. Mathewson to induce Mr. Theriault to work for us. The terms of this agreement were negotiated between Mr. Mathewson and Mr. Theriault. Under the terms of this agreement, Mr. Mathewson may repurchase a pro-rated portion of the shares of Common Stock that he is selling to Mr. Theriault in the event that Mr. Theriault ceases working for us prior to September 16, 2009. Mr. Theriault is at all times required to maintain ownership of a number of shares of Common Stock sufficient to satisfy Mr. Mathewson's repurchase rights. We will succeed to Mr. Mathewson's repurchase rights in the event that Mr. Mathewson ceases to be an employee either before or at the same time as Mr. Theriault. The shares of Common Stock purchased by Mr. Theriault were not permitted to be resold for one year after Mr. Theriault's purchase; thereafter, he is permitted resell up to 5% of his holdings every six months until two years after his purchase. Thereafter, Mr. Theriault may freely dispose of his shares of Common Stock in accordance with the securities laws.

* * *

54

On December 4, 2007, Mr. James Berns, a director, and Mr. Michael Berns, our Executive Chairman of the Board of Directors, transferred to Mr. Mathewson warrants to purchase an aggregate of 1,650,000 shares of Common Stock for $1.00 per share, expiring on May 8, 2009. On December 7, 2007, our Board of Directors changed the terms of these warrants so that their new exercise price is ten percent (10%) over the initial public offering price per share, expiring on the fifth (5^th) anniversary of the date that our Common Stock commences trading in the United States. To date, none of these warrants have been exercised.

Interested Party Transactions Involving our Founders

On May 8, 2006, an aggregate of 12,500,000 shares of Common Stock and an aggregate of 9,900,000 units were purchased by our founders: Michael Berns, Director; James Berns, Director; Trevor Michael, D. Richard Brown and Tamara Brown, who is Mr. Brown's wife. Each unit consisted of one share of Common Stock plus a warrant to purchase one share of Common Stock for $1.00 per share starting immediately and expiring on May 8, 2009. Each unit and each share of Common Stock was sold to these persons at the price of $.0001 per unit or share of Common Stock. Our aggregate proceeds from these transactions were $2,240. Starting on May 8, 2006, we sold an aggregate of 9,550,000 shares of Common Stock to thirteen seed investors at a price of $.001 per share. Our aggregate proceeds from the sale to seed investors were $9,550. Accordingly, the price per share paid by the seed investors was ten times the price per share paid by our founders. The terms of both the founder and seed investor transactions were arbitrarily determined by our Board of Directors. Seven of the thirteen seed investors who purchased shares of our Common Stock were affiliated with Osprey Capital Partners. These affiliations are discussed in more detail under the subsection captioned "Interested Party Transactions Involving Osprey Capital Partners." As the result of the settlement of our lawsuit described elsewhere in this Prospectus under the caption "Legal Proceedings", Messrs. Brown, Michael and Ms. Brown surrendered an aggregate of 12,915,000 shares of Common Stock to us, which includes 5,625,000 shares of Common Stock which they had purchased outright and 7,290,000 shares of Common Stock as part of the units which they had purchased. This constitutes 90% of the shares of Common Stock formerly held by Messrs. Brown and Michael and by Ms. Brown. Messers Brown, Michael and Ms. Brown also surrendered to us an aggregate of 6,600,000 warrants, which constitutes 100% of warrants that were held by them, after which the only founders holding warrants were Mr. James Berns and Mr. Michael Berns. On December 7, 2007, our Board of Directors changed the terms of our outstanding warrants so that their new exercise price is ten percent (10%) over the initial public offering price per share and their new expiration date is the fifth (5^th) anniversary of the date that our Common Stock commences trading in the United States. As of December 7, 2007, our Board of Directors voted to impose resale restrictions on the shares of Common Stock still held by our founders to prohibit the resale of these shares of Common Stock as may be prescribed by the Board of Directors up to a maximum of two (2) years following the date that our Common Stock commences trading in the United States. This supersedes a Founders Agreement dated October 5, 2006 and, as applicable to the founders, a Seed Investor Agreement which, respectively, imposed resale restrictions on the founders expiring on May 9, 2009 and September 1, 2009.

Interested Party Transactions Involving Mr. John M. Pritchard

We are party to a stock option agreement dated September 15, 2006 with John M. Pritchard, our Chief Executive Officer and a Director. In consideration of his entering into an employment agreement with us, we granted Mr. Pritchard an option to purchase 1,500,000 shares of our Common Stock at an exercise price of $.25 per share for the first 500,000 shares and an exercise price of $.50 per share for the remaining 1,000,000 shares. This option expires on September 14, 2011. His option with respect to 300,000 shares vested and became exercisable upon the execution of his option agreement. With respect to the remaining 1,200,000 shares in Mr. Pritchard's option, 1,095.89 shares thereafter vest and become exercisable daily so long as he remains our employee. All 1,500,000 shares of Mr. Pritchard's option shall become vested and exercisable if he remains our employee through September 14, 2009. As of March 31, 2008, a total of 916,986 shares of his option had become vested and exercisable. The terms of this agreement were negotiated between Mr. Pritchard and our Board of Directors. The terms of Mr. Pritchard's stock option agreement are not equivalent to the terms of our only other stock option grant, in which we granted an unaffiliated consultant in Canada an option to purchase 100,000 shares of our Common Stock at a price of CAD $.50 per share, expiring on October 30, 2008, in exchange for general consulting on financial matters, such as introducing prospective foreign investors, recommendations on capital structure and capital markets and liaising with the Canadian financial community. Mr. Pritchard's employment agreement is discussed elsewhere in this Prospectus.

55

Interested Party Transactions Involving Osprey Capital Partners

We previously retained Osprey Capital Partners, Toronto, Canada, as an investment banking and capital markets consultant. Trevor Michael and D. Richard Brown, formerly our officers and directors, are respectively non-equity and equity partners at Osprey Capital Partners. Mr. Brown is also a beneficial owner of half of Osprey Capital Partners' equity. We paid Osprey Capital Partners a total of $30,000 for services rendered. We have not had any similar arrangements with unaffiliated parties. We do not anticipate having future business dealings with Osprey Capital Partners. Seven of the thirteen individual seed investors who participated in our private placement of 9,550,000 shares of Common Stock which closed on May 10, 2006 are affiliated with Osprey Capital Partners. Six of the seed investors are partners at Osprey Capital Partners, and one of the seed investors is employed as an associate. These seven seed investors affiliated with Osprey Capital Partners collectively purchased an aggregate of 3,000,000 shares of Common Stock. All of these seed investors were subject to the Seed Investor Agreement dated October 5, 2006, which imposed certain resale restrictions on them. Under the terms of this agreement, none of the shares owned by the seed investors who are subject to the Seed Investor Agreement were to be sold until June 1, 2007. During each three month calendar period thereafter through September 1, 2009, the seed investors may each sell 1% of their share holdings. After September 1, 2009, their remaining shares may be freely sold in accordance with applicable securities laws. As the result of the settlement of our lawsuit described elsewhere in this Prospectus under the caption "Legal Proceedings", ten of the seed investors returned to us an aggregate of 6,140,000 shares of Common Stock which they had purchased in this private placement. As a condition to settlement of this litigation, the seed investors who were parties to the litigation were compelled to agree to resale restrictions prohibiting the resale of their shares of Common Stock until the six (6) month anniversary of the date that our Common Stock commences trading in the United States, which may be extended by the Board of Directors in its discretion for up to two (2) years following the date that our Common Stock commences trading in the United States.

Interested Party Transactions Involving Trevor Michael

Effective May 12, 2006, Trevor Michael, our former Treasurer and a former Director, entered into a Share Purchase Agreement with Gordon Cooper, a shareholder, under which Mr. Michael purchased 1,000,000 shares of Common Stock from Mr. Cooper for an aggregate price of $10.00. Effective May 12, 2006, Mr. Michael entered into another Share Purchase Agreement with Mr. Jasbir Gill, a shareholder, under which Mr. Michael purchased 500,000 shares of Common Stock from Mr. Gill for an aggregate price of $10.00. These two agreements were negotiated directly between the parties. Mr. Michael surrendered 90% of these shares to us as a result of the settlement of our lawsuit described elsewhere in this Prospectus under the caption "Legal Proceedings".

We previously retained 2120315 Ontario Inc., an Ontario corporation wholly owned and controlled by Mr. Michael, as a consultant to assist us in contacting financing agents, developing business strategy, raising financing, hiring personnel and other matters. This agreement is dated February 15, 2007 and effective retroactive to February 1, 2007. Under the terms of this agreement, we had agreed to pay 2120315 Ontario Inc. a fee of CAD $10,000 per month for its services, plus out of pocket expenses. This agreement renewed month-to-month and could have been terminated by either party on thirty days' notice. A copy of our letter agreement with 2120315 Ontario Inc. is annexed as an exhibit to this registration statement. This letter agreement formalized our previous arrangement with Mr. Michael, under which we paid him a total of CAD $20,000 in 2006 and an additional CAD $10,000 in January 2007 for consulting services. We have not had any similar arrangements with unaffiliated parties. Prior to the termination of our agreement with 2120315 Ontario Inc., we paid that company a total of CAD $82,521.42 (equivalent to U.S. $82,521.42 at an exchange rate of CAD $1 = U.S. $1.00 as of May 15, 2008) under the terms of our agreement. Our agreement with 2120315 Ontario Inc. was terminated as part of the settlement of our lawsuit described elsewhere in this Prospectus under the caption "Legal Proceedings".

Interested Party Transactions involving Berns & Berns

The law firm of Berns & Berns, New York, New York, has provided legal services for us in the past. The principals of Berns & Berns are James Berns and Michael Berns, who are both members of our Board of Directors. As of March 31, 2008, Berns & Berns had billed and accrued a total of $85,253 for legal services, of which $60,293 had been paid and $25,000 was outstanding. Berns & Berns charged its customary hourly rates offered to unaffiliated entities, which they then arbitrarily discounted. It is not anticipated that Berns & Berns will provide future legal services to us.

56

Interested Party Transactions Involving Christina Wilton

Christina Wilton, our corporate Secretary, is the President of CHRISTInet Consulting Inc., a Canadian corporation wholly owned by her, which has since October 2006 provided administrative support services to us. Depending upon the specific CHRISTInet personnel, they are paid between CAD $75 and $115 per hour (equivalent to US $75 and $115, as of May 15, 2008). We typically hire CHRISTInet personnel for an aggregate of ten hours per week. Ms. Wilton is also President of Bay Street Exec Corp., a Canadian corporation wholly owned by her, which leased office space to us between October 2006 and February 2008. We currently owe Bay Street Exec Corp. CAD $11,000 (equivalent to US $11,000 as of May 15, 2008), plus tax, for back rent, which we anticipate satisfying from the proceeds of this offering. We do not currently have a lease for our principal executive offices.

Interested Party Transactions Involving Ernest M. Cleave

Since September 2007, we have paid Ambrose Corporate, a financial advisory firm in Toronto, Canada, of which our Treasurer, Chief Financial Officer and Controller, Ernest M. Cleave, is the principal, CAD $1,000 (equivalent to US $1,000, as of May 15, 2008) per month to perform our bookkeeping. We anticipate that this arrangement will continue for the foreseeable future. Mr. Cleave is also paid a monthly retainer of CAD $4,000 (equivalent to US $4,000 as of May 15, 2008) for serving as our Chief Financial Officer, Treasurer and Controller for up to 25 hours per month. Mr. Cleave will be paid pro rata if he is required for more than 25 hours per month. Between November 2006 and September 2007 we paid Lannick Consulting CAD $1,000 per month for bookkeeping services. Mr. Cleave was the managing partner of Lannick Consulting.

Interested Party Transactions Involving Viewpoint Securities, LLC

On December 10, 2007 we entered into an Engagement Agreement with Viewpoint Securities, LLC, a broker-dealer based in Del Mar, California, with which Roger Levine, one of our selling shareholders, is affiliated. Under this agreement, we retained Viewpoint as our exclusive advisor to provide corporate finance and investment banking related advice. We have agreed to pay Viewpoint a $25,000 retainer. Our agreement with Viewpoint is in effect until December 31, 2010 and may be renewed thereafter. Under the terms of our agreement, during the term of our agreement and for a period of three years thereafter, we will pay Viewpoint a cash fee equal to 3.5% of the value of any strategic partnership, joint or collaborative venture, strategic alliance or similar transaction with persons or entities introduced to us by Viewpoint during the term of our agreement. During the term of our agreement and for a period of two years thereafter, for any investor identified by Viewpoint during the term of our agreement who participates in an equity financing, we will pay Viewpoint a 10% cash commission and issue Viewpoint warrants to purchase shares of Common Stock equal to 10% of the value of the equity purchased by such investor. During the term of our agreement and for a period of two years thereafter, we will also pay Viewpoint a commission to the extent that they identify any investors during the term of our agreement who participate in debt offerings. Our agreement with Viewpoint requires us to admit a representative of Viewpoint as a non-voting observer to meetings of our Board of Directors and to copy Viewpoint on all actions taken by unanimous written consent in lieu of a meeting of the Board of Directors.

Parent Companies

We have no parent companies.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our employees, directors and officers (including our principal executive officer, principal financial officer, controller, or persons performing similar functions). A copy of our Code of Business Conduct and Ethics has been filed with the SEC concurrently with this registration statement and will be posted on our website, located at http://www.goldruninc.com.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

There is currently no public market for our Common Stock, and one may never develop. As of the effective date of our registration statement, we have a total of 27,961,604 shares of Common Stock outstanding. This does not include 1,600,000 shares of Common Stock underlying our outstanding stock options, 4,300,000 shares of Common Stock underlying our outstanding warrants, the securities underlying up to 19,166,666 Units being offered in this offering, and up to 1,916,667 shares of Common Stock issuable upon the exercise of warrants that may be issued to dealers to the extent that they participate in this offering.

There are 23,681,604 shares of our common stock available for resale pursuant to Rule 144; of this amount 6,536,604 shares of our common stock are being registered for resale in this registration statement. The balance of our shares eligible for resale pursuant to Rule 144, consisting of 17,145,000 shares, are subject to the resale restrictions set forth in the sections of this prospectus captioned "Certain Relationships and Related Transactions", under the subsections captioned "Interested Party Transactions Involving our Founders" and "Interested Party Transactions Involving Osprey Capital Partners"; these shares are held by our officers and directors (15,050,000 shares) and by former officers and directors and their associates (2,095,000 shares).

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We are now offering a minimum of 6,666,666 and a maximum of 16,666,666 Units at a price of $0.60 per Unit. If we reach our maximum offering, we may elect to offer up to an additional 2,500,000 Units at a price of $0.60 per Unit. Each Unit consists of (i) one share of Common Stock, (ii) one-half Warrant to purchase one share of Common Stock for $0.75, expiring one year from the final closing date of this offering, and (iii) one-half Warrant to purchase one share of Common Stock for $1.25, expiring two years from the final closing date of this offering.

Holders

As of the effective date of our registration statement, there were 70 record holders of our Common Stock.

Dividends

We have never paid any dividends. Any decision to pay dividends in the future, as well as any decision about the amount and timing of any future dividend payments, will be made by our Board of Directors. It is unlikely that we will pay dividends in the foreseeable future.

Equity Compensation Plans

We do not have any equity compensation plans.

EXECUTIVE COMPENSATION

Currently, our only paid directors or executive officers are (i) our President, Chief Geologist and a Director, David Mathewson, (ii) our Chief Executive Officer and a Director, John M. Pritchard, and (iii) our Treasurer, Chief Financial Officer and Controller, Ernest M. Cleave. Our only other current paid employee is Brion Theriault. In the past, we had also paid our former Treasurer and Director, Trevor Michael. We were incorporated on May 5, 2006. Mr. Mathewson started working for us on August 1, 2006. Mr. Pritchard and Mr. Theriault started working for us on September 16, 2006. Mr. Cleave started consulting for us on November 9, 2006. Our fiscal year ends on December 31 of each year.

The salaries of Messrs. Mathewson and Pritchard have not been paid but have accrued since February 15, 2008. We anticipate that Messrs. Mathewson and Pritchard's accrued salaries will be paid from the proceeds of this offering.

Summary Compensation Table

The following table and notes sets forth Messrs. Mathewson, Pritchard, Cleave and Michael's compensationfor the last two fiscal years. The remuneration described in this table does not include the costs of reimbursed expenses furnished to Messrs. Mathewson, Pritchard or Cleave. None of these persons received any compensation other than what is set forth below. The salary amounts for the named officers were determined by the Board of Directors in its sole discretion, based upon its experience in the industry, its understanding of salaries for these positions paid by similarly situated junior mineral exploration companies, such as Grandview Gold, Inc., and Golden Odyssey Mining, Inc., among others, and, in the case of David Mathewson his reputation as a geologist.

Columns (d), (e), (g) and (h) have been omitted from the table below because there was no compensation awarded to, earned by, or paid to any of the named executive officers or directors required to be reported in any fiscal year covered by this table.

All figures are rounded to the nearest dollar.

Name and Principal Position	Year	Salary ($)1	Option Awards ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(f)	(i)	(j)
John M. Pritchard Chief Executive Officer and Director (PEO)	2007	$150,0002	$128,8233	$-0-	$278,8232
	2006	$150,0002	$162,5144	$-0-	$312,5142
David Mathewson President, Director and Chief Geologist	2007	$120,000	$-0-	$-0-5	$120,000
	2006	$120,000	$-0-	$-0-5	$120,000
Ernest J. Cleave Treasurer, Chief Financial Officer and Controller	2007	$39,0002,6	$-0-	$-0-	$39,0002,6
	2006	$37,5002,6	$-0-	$-0-	$37,5002,6
Trevor Michael former Treasurer and former Director	2007	$-0-	$-0-	$92,4972,7	$92,4972,7
	2006	$-0-	$-0-	$20,0002,7	$20,0002,7

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Notes:

¹ For purposes of this table, 2006 salaries are listed at their full annual rate and are counted at their full annual rate in calculating total compensation, notwithstanding that we were in existence for only part of fiscal year 2006.

² All or a portion of this person's compensation is paid in Canadian Dollars. Figures in U.S. Dollars are based upon an exchange rate of CAD $1 = US $1.00, as of May 15, 2008.

³ The value of Mr. Pritchard's option award for fiscal year 2007 is the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123R and was calculated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of three years. A narrative description of Mr. Pritchard's option award follows the tables in this section.

⁴ The value of Mr. Pritchard's option award for fiscal year 2006 is the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123R and was calculated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of three years. For more information regarding the valuation of Mr. Pritchard's option award and its underlying assumptions, please refer to Note 4(e) of our financial statements for the year ending December 31, 2007, located in the section captioned "Financial Statements". A narrative description of Mr. Pritchard's option award follows the tables in this section.

⁵ In the event that we pay a net smelter return royalty to KM Exploration, Ltd., between one-third and one-half of 1% of any such royalty must be paid directly to Mr. Mathewson under the terms of our property leases, depending upon the specific lease agreement. Although Mr. Mathewson has disclaimed his right to receive any portion of the lease payments to KM Exploration under our current property leases, he has retained his residual interest in this portion of KM Exploration's net smelter return royalties, which are payable only after the recovery of any commercial mineral deposits on our properties.

⁶ Mr. Cleave was paid a monthly retainer of CAD $3,125 (U.S. $3,125 at an exchange rate of CAD $1 = US $1.00 as of May 15, 2008) through August 2007 for serving as our Chief Financial Officer and Controller. His monthly retainer was increased to CAD $4,000 as of September 15, 2007 (equivalent to U.S. $4,000 at an exchange rate of CAD $1 = US $1.00 as of May 15, 2008) to compensate him for assuming additional responsibilities as our Treasurer.

⁷ Mr. Michael was paid CAD $20,000 for consulting services relating to raising capital and investment banking advice in 2006. An additional payment of CAD $10,000 for further consulting services was made in January 2007. On February 12, 2007, we entered into a consulting agreement with 2120315 Ontario Inc., an Ontario corporation wholly-owned by Mr. Michael, for consulting services on a month-to-month basis effective February 1, 2007 for a fee of CAD $10,000 per month. Prior to the termination of our agreement with 2120315 Ontario Inc., we paid that company a total of CAD $82,521.42 under the terms of our agreement (equivalent to U.S. $82,521.42 at an exchange rate of CAD $1 = U.S. $1.00 as of May 15, 2008). This agreement is discussed in greater detail in the section captioned "Certain Relationships and Related Transactions". Even though these payments are not compensation for Mr. Michael's service as our Treasurer, we have nevertheless included them in the summary compensation table in order to give a more complete picture of all payments that we have made to our executive officers. Mr. Michael and 2120315 Ontario, Inc. renounced all affiliations with us, including the consulting agreement referenced in this paragraph, upon the settlement of our lawsuit against them as described in the section of this Prospectus captioned "Legal Proceedings."

* * *

Outstanding Equity Awards at 2007 Fiscal Year-End

			Option Awards
Name	Number of Securities Underlying Unexercised Options (# Exercisable)	Number of Securities Underlying Unexercised Options (# Unexercisable)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
(a)	(b)	(c)	(d)	(e)	(f)
John M. Pritchard Chief Executive Officer and Director (PEO)	817,260	-0-	682,740	$.25/$.501	9/14/2011

Note:

¹ The option exercise price for the first 500,000 shares is $.25 per share. The option exercise price for the remaining shares is $.50 per share.

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No Equity Incentive Plans

We have never had any equity incentive plans in place for officers, directors or employees. We did not grant any stock options or shares of stock to any officers, directors or employees through the date of this Prospectus other than to John M. Pritchard, which was a one-time grant not made pursuant to any plan and is discussed below. We did not grant any other equity incentive awards to any officers, directors or employees during the fiscal year ending December 31, 2007.

Option Award to John M. Pritchard

We are party to a stock option agreement dated September 15, 2006 with John M. Pritchard, our Chief Executive Officer and a Director. In consideration of his entering into an employment agreement with us, we granted Mr. Pritchard an option to purchase 1,500,000 shares of our Common Stock at an exercise price of $.25 per share for the first 500,000 shares and an exercise price of $.50 per share for the remaining 1,000,000 shares. This option expires on September 14, 2011. His option with respect to 300,000 shares vested and became exercisable upon the execution of his option agreement. With respect to the remaining 1,200,000 shares in Mr. Pritchard's option, 1,095.89 shares thereafter vest and become exercisable daily so long as he remains our employee. All 1,500,000 shares of Mr. Pritchard's option shall become vested and exercisable if he remains our employee through September 14, 2009. As of March 31, 2008, a total of 916,986 shares of his option had become vested and exercisable. The terms of this agreement were negotiated between Mr. Pritchard and our Board of Directors.

Compensation for Service as a Director

At this time, Directors are not paid a fee or are in any way compensated for attending Board meetings. Directors' reasonable expenses incurred in attending Board meetings will be reimbursed, subject to substantiation and approval.

Employment Agreements

Employment Agreement with John M. Pritchard

We are party to an employment agreement dated September 15, 2006 with John M. Pritchard, our Chief Executive Officer. Under the terms of this agreement, Mr. Pritchard will serve full time as our Chief Executive Officer for a term of three years commencing on September 15, 2006. In exchange for Mr. Pritchard's services, we will pay him an annual salary of CAD $150,000 (equivalent to US $150,000 based on an exchange rate of CAD $1 = US $1.00, as of May 15, 2008.). He will also receive four weeks of paid vacation and be eligible to participate in our benefit plans, to the extent that we have any. Mr. Pritchard was also issued an option to purchase 1,500,000 shares of Common Stock in consideration of his starting employment with us, under terms and conditions discussed elsewhere in this Prospectus. If Mr. Pritchard is terminated without cause, he will be entitled to receive a lump-sum payment of CAD $125,000 (equivalent to US $125,000 at the foregoing exchange rate).

Employment Agreement with David Mathewson

We are party to an employment agreement dated November 20, 2006 and effective retroactively to August 1, 2006 with David Mathewson, our President and Chief Geologist. This agreement expires on July 31, 2009 or upon our uncured failure to provide $6,000,000 to fund exploration activities. Our funding obligation will be deemed satisfied upon the earlier of i) the date upon which the cumulative sum of $6,000,000 has been expended on exploration costs, or ii) the date upon which funds in the amount of $6,000,000 (less the amount of exploration costs previously expended) is set aside and reserved to pay for exploration costs, provided that we have also set aside funds to pay for general and administrative expenses in an amount equal to 50% of the funds set aside to pay for exploration costs. Under the terms of Mr. Mathewson's employment agreement, his duties include, without limitation: (i) generating potential property acquisitions; (ii) developing, implementing and managing all exploration activities; (iii) recruiting all necessary personnel, consultants and contractors; (iv) preparing and submitting periodic reports to our Board of Directors regarding potential acquisitions, divestments, exploration programs, strategic investments, or agreements; (v) preparing various technical materials, reports and summaries which may be required under law or as otherwise deemed necessary by our Board of Directors to facilitate the financing of the company or for other reasons, and (vi) travel as may be necessary to fulfill his duties. Mr. Mathewson is permitted to devote not more than twenty-five (25) days per calendar year to consulting activities approved by the Board of Directors and which do not compete with our business. Mr. Mathewson is to be paid an annual salary of $120,000 and reimbursed for reasonable and customary expenses. Shortly after we were formed, Mr. Mathewson purchased 7,500,000 shares of Common Stock from us for a purchase price of $750.

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Employment Agreement with Brion Theriault

We are party to an employment agreement dated as of September 15, 2006 with Mr. Brion Theriault, our Senior Field Geologist. Mr. Theriault agreed to work for us for three years starting on September 15, 2006, for a salary of $96,000 per year. Mr. Theriault reports to our President, David Mathewson, and performs such duties as are consistent with a senior exploration geologist for a junior exploration company. We will reimburse Mr. Theriault for reasonable and customary expenses he incurs in performing his duties. Mr. Theriault's compensation was not listed in the summary compensation table because he is not one of our executive officers.

LEGAL MATTERS

The validity of the shares of Common Stock offered under this registration statement will be passed upon by the law firm of Hecht & Associates, P.C., New York, New York, who have acted as our special counsel in connection with this offering.

ESCROW

Our escrow agent for this transaction is Bank of New York.

EXPERTS

DeJoy, Knauf & Blood, LLP, Rochester, New York, an independent registered public accounting firm, has audited our financial statements as of December 31, 2007 and 2006, and for the year ended December 31, 2007, the period from inception (May 5, 2006) to December 31, 2006 and the period from inception (May 5, 2006) to December 31, 2007 (which contains an explanatory paragraph relating to Gold Run Inc.'s ability to continue as a going concern as described in Note 2(a) to the audited financial statements as of December 31, 2007). We have included our audited financial statements in this Prospectus and elsewhere in the registration statement in reliance upon DeJoy, Knauf & Blood LLP's report given on its authority as an expert in accounting and auditing.

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GOLD RUN INC.

FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
TOGETHER WITH
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
  Gold Run Inc.:

We have audited the accompanying balance sheets of Gold Run Inc. ("the Company") as of December 31, 2007 and 2006, and the related statements of loss, shareholders' equity (deficit), and cash flows for the year ended December 31, 2007, the period from inception (May 5, 2006) to December 31, 2006 and the period from inception (May 5, 2006) to December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Run Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the year ended December 31, 2007, the period from inception (May 5, 2006) to December 31, 2006 and the period from inception (May 5, 2006) to December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2(a) to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2(a). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DeJoy, Knauf & Blood, LLP
DEJOY, KNAUF & BLOOD, LLP

Rochester, New York

March 18, 2008.

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GOLD RUN INC.
(an exploration stage enterprise)
BALANCE SHEETS
DECEMBER 31, 2007 AND 2006
(stated in U.S. dollars)

	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	35,954		$	855,346
Goods and services tax receivable		9,474			—
Warrant subscription receivable (Note 4 (b))		1,000			—
Prepaid expenses		2,827			15,000
Total current assets		49,255			870,346
PROPERTY - MINERAL PROPERTY RIGHTS (Notes 5 and 6)		132,553			66,267
OTHER ASSETS:
Reclamation bonds (Note 2 (e))		33,635			33,635
Prepaid offering costs (Note 2 (f))		252,050			105,177
Debt financing costs, net (Note 4 (f))		—			157,947
Total other assets		285,685			296,759
TOTAL ASSETS	$	467,493		$	1,233,372
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities (Note 7) -
To related parties	$	78,504		$	50,253
To others		348,184			158,651
Accrued interest (Note 4 (f))		—			50,144
Total current liabilities		426,688			259,048
PROMISSORY NOTES (Note 4 (f))		—			1,610,500
COMMITMENTS AND CONTINGENCIES (Notes 1, 2, 4, 5, 9 and 12)
SHAREHOLDERS' EQUITY (DEFICIT) (Note 4):
Common stock, $.000001 par value, 100,000,000 shares authorized		46			39
Warrant subscribed		1,000			—
Additional paid-in capital		2,739,321			203,405
Deficit accumulated during the exploration phase		(2,699,562	)		(839,620	)
Total shareholders' equity (deficit)		40,805			(636,176	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	467,493		$	1,233,372

The accompanying notes to financial statements are
an integral part of these balance sheets.

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GOLD RUN INC.
(an exploration stage enterprise)
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 2007
AND THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006
(stated in U.S. dollars)

	Number of shares			Common stock			Warrant subscribed		Additional paid-in capital			Deficit accumulated during the exploration stage			Total shareholders' equity (deficit)
BALANCE, May 5, 2006		—		$	—		$	—	$	—		$	—		$	—
Initial private placement of shares (Note 4 (b))		22,400,000			22			—		2,218			—			2,240
Shares issued to President/Chief
Geologist (Note 4 (b))		7,500,000			7			—		743			—			750
Private placement of shares (Note 4 (b))		9,550,000			10			—		9,540			—			9,550
Fair value of share-based payments (Note 4 (e))		—			—			—		190,904			—			190,904
Net loss		—			—			—		—			(839,620	)		(839,620	)
BALANCE, December 31, 2006		39,450,000			39			—		203,405			(839,620	)		(636,176	)
Conversion of the promissory notes and accrued
interest to common stock (Note 4 (f))		4,826,800			5			—		1,771,545			—			1,771,550
Withholdings on conversion of promissory notes
held by foreign parties (Note 4 (f))		—			—			—		(15,000	)		—			(15,000	)
Private placement of shares (Note 4 (b))		666,667			1			—		499,999			—			500,000
Costs of issuance of common stock related to
private placement of shares (Note 4 (b))		—			—			—		(50,000	)		—			(50,000	)
Shares returned and cancelled (Note 3 and
Note 4(b))		(16,605,000	)		—			—		—			—			—
Shares of common stock re-purchased and
cancelled (Note 3 and Note 4 (b))		(2,450,000	)		(2	)		—		(2,448	)		—			(2,450	)
Private placement of shares (Note 4 (b))		266,667			—			—		200,000			—			200,000
Private placements of shares and warrant (Note 4 (b))		3,000,000			3			1,000		2,997			—			4,000
Shares returned and held in treasury (Note 4 (b))		(2,000,000	)		—			—		—			—			—
Fair value of share-based payments (Note 4 (e))		—			—			—		128,823			—			128,823
Net loss		—			—			—		—			(1,859,942	)		(1,859,942	)
BALANCE, December 31, 2007		27,155,134		$	46		$	1,000	$	2,739,321		$	(2,699,562	)	$	40,805

The accompanying notes to financial statements are
an integral part of these statements.

65

GOLD RUN INC.
(an exploration stage enterprise)
STATEMENTS OF LOSS
FOR THE YEAR ENDED DECEMBER 31, 2007,
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006,
THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006 AND
THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2007
(stated in U.S. dollars)

	Year ended December 31, 2007			For the period from inception to December 31, 2006			Cumulative for the period from inception to December 31, 2007
REVENUE	$	—		$	—			—
COSTS AND EXPENSES:
Exploration costs		443,886			296,037			739,923
Legal (Note 9)		306,146			40,681			346,827
Consulting and professional fees (Note 9)		242,893			86,108			329,001
Share-based payments (Note 4 (e))		128,823			190,904			319,727
Administrative salaries		160,042			27,244			187,286
Amortization of debt financing costs (Note 4 (f))		157,947			29,280			187,227
Travel		112,549			47,522			160,071
Audit fees		56,450			27,500			83,950
Filing and printing fees		41,356			8,608			49,964
Office expense		21,640			20,886			42,526
Rent (Note 9)		30,786			8,895			39,681
Exchange rate losses		33,243			—			33,243
Bank charges		3,149			2,716			5,865
Miscellaneous		10,140			4,311			14,451
Total costs and expenses		1,749,050			790,692			2,539,742
LOSS FROM OPERATIONS		(1,749,050	)		(790,692	)		(2,539,742	)
INTEREST EXPENSE ON PROMISSORY NOTES (Note 4 (f))		(110,906	)		(50,144)			(161,050	)
INTEREST INCOME		14			1,216			1,230
NET LOSS	$	(1,859,942	)	$	(839,620	)	$	(2,699,562	)
WEIGHTED AVERAGE NUMBER OF SHARES		39,351,938			39,450,000			39,390,741
LOSS PER SHARE	$	(0.047	)	$	(0.021	)	$	(0.069	)

The accompanying notes to financial statements are
an integral part of these statements.

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GOLD RUN INC.
(an exploration stage enterprise)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2007,
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006,
THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2006 AND
THE PERIOD FROM INCEPTION (MAY 5, 2006) TO DECEMBER 31, 2007
(stated in U.S. dollars)

	Year ended December 31, 2007			For the period from inception to December 31, 2006			Cumulative for the period from inception to December 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,859,942	)	$	(839,620	)	$	(2,699,562	)
Adjustments to reconcile net loss to net cash used by
operating activities:
Amortization of debt financing costs		157,947			29,280			187,227
Share-based payments		128,823			190,904			319,727
Non-cash interest expense		110,906			50,144			161,050
Increase in goods and services tax receivable		(9,474	)		—			(9,474	)
(Decrease) increase in prepaid expenses		12,173			(15,000	)		(2,827	)
Increase in accounts payable and accrued liabilities		170,511			179,093			349,604
Total adjustments		570,886			434,421			1,005,307
Net cash used by operating activities		(1,289,056	)		(405,199	)		(1,694,255	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments to acquire mineral property rights		(66,286	)		(66,267	)		(132,553	)
Payments to acquire reclamation bonds		—			(33,635	)		(33,635	)
Net cash used by investing activities		(66,286	)		(99,902	)		(166,188	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from the issuance of promissory notes		—			1,610,500			1,610,500
Proceeds from sale of common stock, net		638,000			12,540			650,540
Payments of debt financing costs		—			(187,227	)		(187,227	)
Payments of offering costs		(99,600	)		(75,366	)		(174,966	)
Payments to re-purchase common stock		(2,450	)		—			(2,450	)
Net cash provided by financing activities		535,950			1,360,447			1,896,397
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS		(819,392	)		855,346			35,954
CASH AND CASH EQUIVALENTS, beginning of period		855,346			—			—
CASH AND CASH EQUIVALENTS, end of period	$	35,954		$	855,346		$	35,954
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid	$	—		$	—		$	—
Taxes paid	$	—		$	—		$	—
Non-cash items-
Conversion of promissory notes and related accrued interest
into common stock	$	1,771,550		$	—		$	1,771,550
Offering costs included in accounts payable	$	77,084		$	29,811		$	77,084

The accompanying notes to financial statements are
an integral part of these statements.

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GOLD RUN INC.
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006
(stated in U.S. dollars)

1.     NATURE OF OPERATIONS

Gold Run Inc. ("the Company") is an exploration company engaged in the acquisition and exploration of mineral properties in the State of Nevada. The Company was incorporated on May 5, 2006 under the laws of the State of Delaware. As of December 31, 2007, the Company has put in place the management team, has leased four mineral properties and staked a fifth (see Note 5), has secured initial equity financing (see Note 4), and has commenced exploration activities on its leased properties. The Company has completed two offerings of promissory notes that have been converted to common shares as of May 14, 2007 and has completed five private placements of common shares since the equity financing completed by the founders (see Note 4 and Note 11).

The recoverability of amounts shown as mineral property rights is dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of the properties and the ability of the Company to obtain profitable production or proceeds from the disposition thereof.

The Company has been in the exploration stage since its inception and has not yet realized any revenue from its operations.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("US"). The significant accounting policies used in these financial statements are as follows:

(a)   Going concern -

These financial statements have been prepared using US generally accepted accounting principles applicable to a going concern which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company had a net loss for the period from inception (May 5, 2006) to December 31, 2007 of $2,699,562 and shareholders' equity at December 31, 2007 of $55,805. The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or the discovery, exploration, development and sale of mining reserves. The Company cannot reasonably be expected to earn revenue in the exploration stage of operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.

The financial statements do not reflect any adjustments in the carrying values of the assets and liabilities, the reported expenses, and the balance sheet classifications used that would be necessary if the going concern assumption was not appropriate. Such adjustments could be material.

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(b)   Measurement uncertainties -

The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

Significant estimates used in the preparation of these financial statements include, amongst other things, the estimated future operating results and net cash flows from mineral properties, the anticipated costs of asset retirement obligations including the reclamation of mine sites, the successful registration of the Company's shares and the computation of share-based payments.

(c)   Cash and cash equivalents -

Cash and cash equivalents include deposits, with original maturities of three months or less when purchased.

(d)   Mineral property rights -

All direct costs related to the acquisition of mineral property rights are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined that a property has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop a property are capitalized.

The Company reviews the carrying values of its mineral property rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value. As of December 31, 2007 and 2006, management has determined that no impairment loss is required.

At such time as commercial production may commence, depletion of each mining property will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis over the expected economic life of the mine.

(e)   Asset retirement obligations -

The Company plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with the reclamation of mineral and mining properties and any plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

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The Company has posted reclamation bonds with the State of Nevada Reclamation Bond Pool for two of its properties as required by the United States Bureau of Land Management, to secure potential clean-up and land restoration costs if the projects were to be abandoned or closed. The Company has recorded the cost of these bonds as an asset in the accompanying balance sheets.

(f)   Prepaid offering costs -

Prepaid offering costs are legal costs relating to the Company's proposed initial public registration of its shares. These costs will be charged against the proceeds of the Company's initial public offering, if such offering occurs, or will be charged to expense if such offering does not occur.

(g)   Income taxes -

Future tax assets and liabilities are recognized for the future tax consequences attributable to the difference between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to be recovered or settled. This method also requires the recognition of future tax benefits such as operating loss carry-forwards to the extent that realization of such benefits is more likely than not.

(h)   Share-based payments -

Share-based payments consist of the estimated fair value of stock options granted during the period, and are recorded as an expense and an addition to additional paid-in capital in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123 (Revised December 2004), "Share-Based Payment".

(i)    Loss per share -

The basic loss per share for the year ended December 31, 2007, the period from inception (May 5, 2006 to December 31, 2006 and the period from inception (May 5, 2006) to December 31, 2007 has been computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share would reflect the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive. For this purpose, the "treasury stock method" is used for the assumed proceeds upon the exercise of stock options and warrants that are used to purchase common shares at the average market price during the year.

At December 31, 2007 and 2006, none of the warrants or stock options were considered dilutive as the exercise prices of these warrants and options substantially exceeded the Company's net tangible book value per share.

(j)    Foreign currency transactions -

The Company records foreign currency gains and losses on Canadian business transactions. The net loss was $33,243 and $Nil for the year ended December 31, 2007 and the period from inception (May 5, 2006) to December 31, 2006, respectively.

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(k)   Fair values of financial instruments -

The Company has estimated that the carrying amount reported on the balance sheets for cash, receivables, mineral property rights and accounts payable and accrued liabilities approximates their fair values.

(l)    Debt financing costs -

Debt financing costs represent commission costs and legal fees relating to the issuance of promissory notes. These costs were being amortized over the life of the promissory notes of two years (see Note 4 (f)).

(m)  Exploration stage enterprise -

SFAS No. 7, "Accounting and Reporting by Development Stage Enterprises", establishes accounting and reporting standards for enterprises in the development stage. An entity is considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and planned principal operations have not commenced. SFAS No. 7 requires that the financial statements of a development stage enterprise include disclosure of the cumulative results of the Company's operations, cash flows, and changes in stockholders' equity (deficit) from the inception of the Company's development stage through the date of the financial statements.

(n)   Prior year reclassifications -

Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

3.     LITIGATION AND SETTLEMENT OF LAWSUIT

The Company failed to meet its exploration program funding obligation to provide $900,000 in exploration program funding by October 1, 2007, in accordance with the exploration-funding schedule revised under a Letter Agreement between the Company and David Mathewson, the Company's President and Chief Geologist ("Mathewson"), dated June 22, 2007 (see Note 5 and Note 9). This default is in addition to the Company's failure to provide $500,000 in required exploration funding before August 1, 2007 (see Note 5 (a) and Note 9), per the same schedule.

On September 24, 2007, the Company sued two founders and directors, as well as some of their business associates. The lawsuit, which was commenced on September 24, 2007 in the Ontario (Canada) Superior Court of Justice in Toronto, arose out of certain directors alleged undisclosed control of a competing gold exploration company through which they allegedly usurped the Company's rightful corporate business opportunities. The lawsuit also alleged their breach of fiduciary duty, breach of directors' duties, wrongful interference with the Company's economic interests, breach of contract, conspiracy and unjust enrichment.

The Company settled this lawsuit in October 2007. As part of the settlement, these two directors resigned, renounced all affiliations with the Company and, together with some of their business affiliates and associates, assigned and transferred to the Company for nominal consideration a total of 19,055,000 shares of the Company's common stock held by them, constituting approximately 90% of their collective shareholdings. Additionally, these two directors assigned and transferred to the Company warrants for the purchase of 6,600,000 common shares, constituting 100% of the warrants held by them (see Note 4).

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4.     COMMON STOCK AND WARRANTS

(a)   Initial public offering of common shares - -

The Company's registration statement on Form SB-2 for an initial public offering in the amount of $8,000,000 on an all-or-none basis was declared effective by the US Securities and Exchange Commission ("SEC") on May 14, 2007, at which time the Company commenced receiving investment subscriptions. The Company subsequently changed the terms of its offering to a $3,000,000 / $8,000,000 mini-max offering and filed an amended registration statement with the SEC on June 27, 2007. The Company continued to receive subscriptions from investors after filing the amendment. All subscription funds were deposited into and held in an escrow account. On July 24, 2007, the SEC notified the Company that because of the changed offering terms, the revised offering could not continue, and all funds in escrow should be returned to the subscribers. Accordingly, the Company terminated the offering, and the funds were returned. The Company filed a new registration statement with the SEC on December 31, 2007, further amended and filed on February 11, 2008, and expects to resume its offering upon the amended registration statement being declared effective. No subscription funds were held in escrow as of December 31, 2007 or 2006.

(b)   Private placement of common shares -

On May 8, 2006, the Company completed a private placement wherein it sold for an aggregate of $2,240 (i) an aggregate of 22,400,000 shares of common stock at a price of $0.0001 per share, and (ii) a warrant to purchase 9,900,000 shares of common stock at a price of $1.00 per share, expiring on May 9, 2009. Sales of the shares were subject to a Founders Agreement dated October 5, 2006, subsequently amended, which restricted resale rights. As the result of the settlement of the lawsuit described previously (see Note 3), 12,915,000 shares of common stock were surrendered that had been purchased by certain of the Company's founders. On December 4, 2007, Mr. James Berns and Mr. Michael Berns, two of the original Company founders, voluntarily surrendered an aggregate of 2,000,000 shares of common stock to the Company and, in consideration of $2.00, transferred warrants to purchase 1,650,000 shares of common stock to Mathewson.

On May 9, 2006, the Company completed a private placement consisting of 7,500,000 shares of common stock to Mathewson for proceeds totaling $750.

On May 10, 2006, the Company completed a private placement consisting of an aggregate of 9,550,000 shares of common stock to thirteen investors ("seed round investors"). Each share of common stock was sold at a price of $0.001. The Company realized proceeds totaling $9,550 from this private placement. As the result of the settlement of the Company's lawsuit described previously (see Note 3), five of these thirteen investors returned to the Company an aggregate of 3,690,000 shares of common stock that they had purchased in this private placement. The Company voluntarily purchased 2,450,000 shares of common stock from seed round investors at the original subscription price.

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In August 2007, the Company completed a private placement consisting of 666,667 shares of common stock. All 666,667 shares of common stock were sold to a single foreign investor for $500,000, (approximately $0.75 per share); commissions of $50,000 were paid to third parties in association with this transaction, for net proceeds of $450,000. Commissions paid were offset against additional paid-in capital. This private placement was conducted under Regulation S promulgated under the Securities Act of 1933, as amended (Rules 901 through 905 and preliminary notes). The securities issued in this private placement were sold to a single foreign accredited investor as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. See Note 12 for a contingent event arising from the completion of this private placement.

On November 7, 2007, the Company completed a private placement consisting of 266,667 shares of common stock. All 266,667 shares of common stock were sold for $200,000 (approximately $0.75 per share) to a single investor. See Note 12 for a contingent event arising from the completion of this private placement.

On November 19, 2007, the Company entered into private placements to sell for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of common stock at a price of $0.001 per share, and (ii) a warrant to purchase 1,000,000 shares of common stock at $0.55 per share, expiring on November 30, 2012. The private placements for the shares of common stock were completed in December 2007 after receipt of the funds for these shares. As of December 31, 2007, the Company had not yet received $1,000 in subscription funds to acquire 1,000,000 of the warrant shares from one of the investors and, accordingly, recorded the outstanding amount as a warrant subscription receivable (see Note 11). These private placements were made to one of the Company's original seed round investors and certain associates and, in effect, constitute a reallocation of the Company's original share capital, a significant portion of which was recovered by the Company as a result of the settlement of the litigation in October 2007 as described in Note 3.

As of December 7, 2007, the Company's Board of Directors voted to supersede the Founders Agreement. Shares under this agreement are subject to restrictions on transfer and resale of shares as prescribed by the Company's Board of Directors and as maybe amended from time-to-time, except that all such restrictions shall expire on a date which is two years from the date upon which the shares commence trading in the US.

(c)   Warrants -

Upon formation of the Company, the founding shareholders subscribed for a total of 22,400,000 shares of common stock at a price of $0.0001 per share plus share purchase warrants entitling the holders to purchase a total of 9,900,000 shares at a price of $1.00 per share expiring on May 9, 2009, all for total consideration of $2,240.

As a consequence of the settlement of the lawsuit during October 2007 (see Note 3), two directors assigned and transferred to the Company 6,600,000 of the Company's warrants, constituting 100% of the warrants held by them.

On November 19, 2007, the Company entered into private placements to sell for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of common stock at a price of $0.001 per share, and (ii) a warrant to purchase 1,000,000 shares of common stock at ten percent over the initial public offering price per share, expiring on November 30, 2012. The private placements for the shares of common stock were completed in December 2007 after receipt of the funds for these shares.

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On December 4, 2007, Mr. James Berns and Mr. Michael Berns, directors of the Company, voluntarily assigned an aggregate of 2,000,000 shares of common stock to the Company and in consideration of $2.00, transferred warrants, to purchase 1,650,000 shares of common stock, to Mathewson.

On December 7, 2007, the Company's Board of Directors amended the terms of outstanding warrants so that their new exercise price is ten percent over the initial public offering price per share, expiring on the fifth (5th) anniversary of the date that the Company's common stock commences trading in the US.

3,300,000 of the Company's warrants were outstanding as at December 31, 2007, at an exercise price of ten percent over the initial public offering price per share, expiring on the fifth (5th) anniversary of the date that the Company's common stock commences trading in the US. The Company also has a warrant subscription receivable for 1,000,000 shares outstanding at December 31, 2007 (see Note 11). This compares with 9,900,000 outstanding warrants with an exercise price of $1.00 per share, expiring on May 9, 2009, as at December 31, 2006.

Given that the Company is in the exploration stage, management has allocated the full consideration paid to common stock.

(d)   Commitment to issue additional shares -

During May 2006, the Company and Mathewson entered into an agreement providing for Mathewson to purchase 7,500,000 shares of the Company's common stock at a price of $0.0001 per share. This agreement was amended on June 22, 2007 and was further amended on December 13, 2007 (see Note 3 and Note 5(a)). Under terms of the agreement, the Company is obligated to issue additional shares to Mathewson (at a price of $0.0001 per share) in sufficient number so that Mathewson would continue to hold 15% of the then issued and outstanding shares of the Company.

In the event that Mathewson should hold more than 15% of the issued and outstanding shares at the time the Company meets its funding obligation (see Note 5(a)), those excess shares will be deemed to be automatically cancelled. In the event that Mathewson should hold less than 15% of the issued and outstanding shares at the time the Company meets its funding obligation, Mathewson shall have the non-assignable option to purchase from the Company, at a price of $0.0001 per share, for a period of thirty (30) days from such date, that number of shares such that, after such purchase, Mathewson will then own 15% of the outstanding number of shares of the Company.

Shares issued by the Company pursuant to the acquisition of additional mineral property rights will be deducted from the total of the shares then issued and outstanding for the purposes of calculating the 15% Mathewson is entitled to. Shares sold or transferred to other employees of the Company by Mathewson must be included for purposes of calculating the 15% Mathewson is entitled to.

These shares are restricted as to sale for the first six months after the date the Company's shares become publicly traded in the US and in the event of termination of Mathewson's employment prior to February 28, 2010, an additional eighteen months from the date of termination.

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(e)   Share-based payments and employment agreement - -

On September 15, 2006, the Company and its Chief Executive Officer entered into an employment agreement which provides, amongst other compensation, an option to purchase 1,500,000 shares of common stock over a five-year period at a price of $0.25 for the first 500,000 shares and $0.50 for the remaining 1,000,000 shares.

The option vests as follows:

	Number of shares
Upon signing of the agreement	300,000
Pro-rata on a daily basis until September 14, 2007	400,000
Pro-rata on a daily basis from September 15, 2007 until September 14, 2008	400,000
Pro-rata on a daily basis from September 15, 2008 until September 14, 2009	400,000
Total	1,500,000

These options fully vest if one person or entity acquires 50% or more of the common stock of the Company.

The fair value of the options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of three years. The fair value of the 817,260 options vested during the period from inception (May 5, 2006) to December 31, 2007 is estimated to be $319,727. The Company expensed $128,823 in the statement of loss for the year ended December 31, 2007, compared with $162,514 for the period from inception (May 5, 2006) to December 31, 2006.

Any shares for which the Chief Executive Officer's option is exercised are subject to voluntary resale restrictions prohibiting him from selling more than 1% of his share holdings during any consecutive three-month calendar period commencing on June 1, 2007 and expiring on August 31, 2008. For purposes of this voluntary resale restriction, the Chief Executive Officer's share holdings shall be deemed to equal the number of shares for which his option has vested.

The employment agreement also contains a provision which, in the event of termination without cause, would require the Company to pay the Chief Executive Officer $125,000 (Canadian funds).

On October 31, 2006, the Company entered into an agreement with a consultant, which provides the consultant with an option to purchase 100,000 shares of common stock over a two-year period at a price of $0.50 per share (Canadian funds). The fair value of the option is estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of two years. The fair value of the option granted is estimated to be $28,390 and has been expensed in the statement of loss for the period from inception (May 5, 2006) to December 31, 2006 and recorded as additional paid-in capital.

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(f)   Promissory notes converted into common shares -

During 2006, the Company completed two private placements of two-year non-transferable 10% convertible promissory notes with interest payable annually. Interest accrued and was payable on the annual anniversary date of each note. Note-holders were also entitled to receive one full year of interest if the Company successfully registered its common shares with the SEC before the first anniversary date of the convertible promissory notes, which it did.

The promissory notes were converted into common shares of the Company at a conversion price of $0.25 per share in the case of Series 1 notes and $0.50 per share in the case of Series 2 notes upon the date of the Company's registration statement being declared effective by the SEC on May 14, 2007.

At May 14, 2007, the Company converted promissory notes totaling $583,500 and related accrued interest expense of $58,350 (Series 1) and $1,027,000 and related interest expense of $102,700 (Series 2) into 4,826,800 shares of common stock. Total debt financing costs associated with these converted promissory notes totaled $187,227. Previously unamortized debt financing costs of $157,947, associated with the issuance of these convertible promissory notes, were expensed during the year ended December 31, 2007. A liability of $15,000 has been recorded for US withholding taxes attributable to the interest earned by foreign note holders upon conversion of the related notes to common shares. Additional paid-in capital has been reduced by the amount of these withholding taxes.

(g)   Treasury stock -

At December 31, 2007, there are 2,000,000 shares of common stock held in treasury. No value has been assigned to these shares which were surrendered to the Company in December 2007. There were no shares held in treasury at December 31, 2006.

5.     EXPLORATION PROGRAM FUNDING OBLIGATION AND MINERAL PROPERTY RIGHTS

(a)   Exploration program funding obligation -

As of December 31, 2006 the Company committed, under an agreement with Mathewson, to fund its mineral exploration program in the following amounts, no later than the following dates:

May 31, 2007	$    500,000
July 31, 2007	1,900,000
January 31, 2008	1,000,000
July 31, 2008	1,000,000
January 31, 2009	500,000
April 30, 2009	500,000
Total	$ 5,400,000

The foregoing exploration-program funding schedule was revised under a Letter Agreement between the Company and Mathewson dated June 22, 2007. The Company previously met its requirement to provide $600,000 worth of exploration funding prior to December 31, 2006.

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On September 14, 2007, the Company received a Notice of Default from Mathewson stating that it had failed to meet its obligation to provide an aggregate of $1.1 million in exploration program funding through May 31, 2007 as required by the Amended and Restated Agreement by and between the Company and Mathewson dated November 20, 2006, and as further amended on June 22, 2007.

The Notice of Default stated that if the Company did not cure its default and also furnish the additional $900,000 in exploration program funding due on October 1, 2007 under the Letter Agreement within 30 days from receipt of the Notice of Default, then all of the Company's interests in its Crescent Valley North, Robinson Creek, Horse Creek, Indian Creek, and Tempo properties would be forfeited to Mathewson. These properties represent all of the Company's mineral prospects. The Company subsequently did not meet its requirement to provide an additional $900,000 in funding by October 1, 2007.

Mathewson also proposed in the Notice of Default that an alternative cure for these defaults and for the default of the Company's October 1, 2007 exploration program funding payment would be for two directors and officers to resign their positions with the Company, and for these directors and certain related shareholders to surrender all of the Company's shares of stock in which they have an ownership interest and to execute releases of any and all claims that they may have against the Company. The Notice of Default also states that this alternative cure must be made by October 17, 2007. The two directors in question did not comply with Mathewson's demand and the Company launched a lawsuit against these directors, as discussed previously in Note 3.

The Company settled this lawsuit in October 2007. Mathewson withdrew and cancelled the Notice of Default and entered into a revised funding obligation agreement with the Company on December 13, 2007. Under this revised agreement, the Company committed to fund its mineral exploration program in the following amounts, not later than the following dates:

March 31, 2008	$ 2,000,000
March 31, 2009	2,000,000
March 31, 2010	2,000,000
Total	$ 6,000,000

In addition to funding its exploration program, the Company is required to fund its other activities, including legal, accounting, travel and other costs.

Furthermore, the Company's funding obligations to Mathewson would be deemed to be satisfied upon the earlier of:

(i)    the date upon which the cumulative sum of $6,000,000 has been expended on exploration costs, or

(ii)   the date upon which funds in the amount of $6,000,000 (less the amount of exploration costs previously expended) is set aside and reserved to pay for exploration costs, provided the Company has also set aside funds to pay for general and administrative expenses in an amount equal to 50% of the funds set aside to pay for exploration costs.

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Should the Company be unable to complete the above funding obligations, its rights to its leased Crescent Valley North ("CVN") (see Note 5(b)), Robinson Creek ("RC") (see Note 5(c)), Horse Creek ("HC") (see Note 5(d)), and Tempo (see Note 5(e)) properties, as well as to its staked Indian Creek ("IC") (see Note 5(f)) property, will be immediately cancelled and be of no further force or effect, and the Company shall have no interest in and to any and all such properties. Mathewson shall have the option to enter onto and take possession of the properties at the Company's expense. The Company's CVN, RC and HC properties are leased from KM Exploration Ltd. ("the Lessor"), a Nevada corporation in which Mathewson has a 50% ownership interest.

Upon termination of its leases for any reason, the Company would be required to remove all the equipment it may have installed on the leased properties and would be responsible for reclamation of those areas disturbed by the Company's activities. All of the Company's leases have been accounted for as operating leases.

(b)   CVN lease -

On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group of 151 unpatented lode mining claims known as the "CVN" group.

The term of this lease is initially ten years. This lease may be extended in five year increments thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice.

Until production is achieved, the following lease payments are required:

Anniversary of effective date of agreement	Annual lease payment
Upon signing of the lease	$13,333
Years 1 through 4	13,333
Years 5 through 9	26,667
All years thereafter	43,333

Once production is achieved from this property, the lease requires the Company to pay the Lessor the greater of:

(i)    a royalty on production equal to 3% of net smelter returns (money which the smelter or refinery pays the mining operator for the mineral product), or

(ii)   the lease payments as per the above table.

The Company has the right at any time during the lease agreement to purchase a maximum of two "points" of the Lessor's three percent (3%) gold production royalty, thereby reducing the Lessor's gold production royalty to one percent (1%). Each "point" is equivalent to 1% of net smelter returns. The purchase price for each royalty "point" shall be as follows:

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Average price of gold for the preceding thirty days	Price per royalty point
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	2,500,000
$400.01 to $500.00 per ounce	3,000,000
$500.01 to $600.00 per ounce	4,000,000
$600.01 to $700.00 per ounce	5,000,000
$700.01 to $800.00 per ounce	6,000,000
$800.01 to $900.00 per ounce	7,000,000

The Company shall have the right to purchase less than a full royalty "point," at a pro-rata price.

(c)   RC lease -

On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group of 91 unpatented lode mining claims known as the "RC" group.

The term of this lease is initially ten years. This lease may be extended in five year increments thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice.

Until production is achieved, the following lease payments are required:

Anniversary of effective date of agreement	Annual lease payment
Upon signing of the lease	$10,000
Years 1 through 4	10,000
Years 5 through 9	20,000
All years thereafter	32,500

Once production is achieved from this property, the lease requires the Company to pay the Lessor the greater of:

(i)    a royalty on production equal to 2.5% of net smelter returns (money which the smelter or refinery pays the mining operator for the mineral product), or

(ii)   the lease payments as per the above table.

The Company has the right at any time during the lease agreement to purchase a maximum of one-and-one-half (1.5) "points" of the Lessor's two-and-one-half percent (2.5%) gold production royalty, thereby reducing the Lessor's gold production royalty to one percent (1%). Each "point" is equivalent to 1% of net smelter returns. The purchase price for each royalty "point" shall be as follows:

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Average price of gold for the preceding thirty days	Price per royalty point
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	2,500,000
$400.01 to $500.00 per ounce	3,000,000
$500.01 to $600.00 per ounce	4,000,000
$600.01 to $700.00 per ounce	5,000,000
$700.01 to $800.00 per ounce	6,000,000
$800.01 to $900.00 per ounce	7,000,000

The Company shall have the right to purchase less than a full royalty "point," at a pro-rata price.

(d)   HC lease -

On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group of 189 unpatented lode mining claims known as the "HC" group.

The term of this lease is initially ten years. This lease may be extended in five year increments thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice.

Until production is achieved, the following lease payments are required:

Anniversary of effective date of agreement	Annual lease payment
Upon signing of the lease	$10,000
Years 1 through 4	10,000
Years 5 through 9	20,000
All years thereafter	32,500

Once production is achieved from this property, the lease requires the Company to pay the Lessor the greater of:

(i)    a royalty on production equal to 2.5% of net smelter returns (money which the smelter or refinery pays the mining operator for the mineral product), or

(ii)   the lease payments as per the above table.

The Company has the right at any time during the lease agreement to purchase a maximum of one-and-one-half (1.5) "points" of the Lessor's two-and-one-half percent (2.5%) gold production royalty, thereby reducing the Lessor's gold production royalty to one percent (1%). Each "point" is equivalent to 1% of net smelter returns. The purchase price for each royalty "point" shall be as follows:

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Average price of gold for the preceding thirty days	Price per royalty point
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	2,500,000
$400.01 to $500.00 per ounce	3,000,000
$500.01 to $600.00 per ounce	4,000,000
$600.01 to $700.00 per ounce	5,000,000
$700.01 to $800.00 per ounce	6,000,000
$800.01 to $900.00 per ounce	7,000,000

The Company shall have the right to purchase less than a full royalty "point," at a pro-rata price.

(e)   Tempo lease -

The Company entered into a lease with the Lyle F. Campbell Trust of Reno, Nevada on May 18, 2007. The lease was assigned by Lyle F. Campbell Trust to Gold Standard Royalty Corp. in December 2007. The lease is for an initial period of ten years and may be extended in five year increments for up to a total term of 99 years. The Company may terminate this lease at any time. Until production is achieved, lease payments (deemed "advance minimum royalties") consist of an initial payment of $5,000, which was made upon the effectiveness of the lease, followed by annual payments according to the following schedule:

Due date of advance minimum royalty payment	Amount of advance minimum royalty payment
January 15, 2008	$10,000
January 15, 2009	15,000
January 15, 2010	30,000
January 15, 2011	45,000
January 15, 2012 and annually thereafter during the term of the lease	The greater of $60,000 or the dollar equivalent of 90 ounces of gold

In the event that the Company produces gold or other minerals from this property, the lease payments will be the greater of:

(i)    the advance minimum royalty payments according to the table above, or

(ii)   a production royalty equal to 4% of the gross sales price of any gold, silver, platinum or palladium recovered plus 2% of the gross sales price of any other minerals that the Company has recovered.

The lease expressly states that the Company has no rights to any oil, gas, hydrocarbons and geothermal resources that may be found on the property.

Under certain conditions, Gold Standard Royalty Corp. may elect to take its production royalty in-kind rather than cash. In the event that the Company produces gold or other minerals from this property and pays Gold Standard Royalty Corp. a production royalty, then, within any one calendar year, the Company may use 100% of that year's advance minimum royalty payment as a credit against its production royalties payable for that year. If production royalty payments payable for that year are greater than the Company's advance minimum royalty payment paid for that year, then the Company can credit all advance minimum royalty payments made in previous years against 50% of the production royalty payable for that year.

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In the event that Gold Standard Royalty Corp. is paid a production royalty by the Company, the Company has the option to repurchase up to two points of the royalty payable on gold, silver, platinum or palladium, which would have the effect of thereafter permanently reducing the Lessor's production royalty on gold, silver, platinum or palladium from 4% to 2% of the Company's gross sales price for those minerals. The purchase price for each royalty "point" shall be according to the following schedule:

Royalty point	Purchase price
First 1%	$1,500,000
Second 1%	3,000,000

The Company does not have the option to purchase the remaining 2% production royalty on gold, silver, platinum or palladium or the 2% production royalty applicable to all other minerals.

The lease requires the Company to perform $25,000 worth of physical work annually on the property for 2007, 2008 and 2009. Starting in 2010 and thereafter, the Company must perform a minimum of $50,000 worth of work annually on the property, of which at least $25,000 is physical work.

(f)   Staked claims -

(i)   Indian Creek -

The Company spent $27,952 on staking 88 claims comprising a contiguous claim group, named Indian Creek by the Company, located on the Independence-Eureka gold trend approximately five miles south of the Company's RC project.

6.     PROPERTY

Property consists of the cost of mineral property rights, as follows at December 31, 2007 and 2006:

	2007			2006
	Acquisition cost	Acquisition related legal fees	Total	Acquisition cost	Acquisition related legal fees	Total
CVN lease	$26,667	$12,312	$38,979	$13,333	$12,312	$25,645
RC lease	20,000	10,311	30,311	10,000	10,311	20,311
HC lease	20,000	10,311	30,311	10,000	10,311	20,311
Tempo lease	5,000	—	5,000	—	—	—
IC staked	10,000	17,952	27,952	—	—	—
Total	$81,667	$50,886	$132,553	$33,333	$32,934	$66,267

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7.     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities include the following at December 31, 2007 and 2006:

	2007		2006
Accounts payable-
Accrued legal fees	$	262,868	$	11,289
Accrued audit and other fees		35,000		15,000
Accrued consulting and accounting fees		24,898		17,600
Accrued withholding taxes on interest paid to foreign note holders (see Note 4(f))		15,000		—
Accrued exploration and field employee costs		7,487		93,906
Accrued wages and employee deductions		2,180		5,506
Accrued office expenses		751		15,350
Total	$	348,184	$	158,651
Accounts payable to related parties-
Accrued consulting and accounting fees (Note 9)	$	18,096	$	—
Accrued legal costs - related parties (Note 9)		30,408		50,253
Accrued exploration costs – related parties (Note 9)		30,000		—
Total	$	78,504	$	50,253

8.     INCOME TAXES

The components of the Company's deferred tax asset are as follows at December 31, 2007 and 2006:

	2007			2006
Net operating loss carry-forward	$	723,000		$	209,000
Share-based payments		112,000			67,000
Exploration costs		51,000			18,000
Total deferred tax asset		886,000			294,000
Valuation allowance		(886,000	)		(294,000	)
Net deferred tax asset	$	—		$	—

The Company has recorded a valuation allowance sufficient to fully reserve the deferred tax asset as realization of the deferred tax asset is not reasonably assured because of the Company's loss since inception. Management evaluates the need for a valuation allowance periodically.

As of December 31, 2007, the Company had net operating loss carry-forwards of approximately $2,066,000 that may be used in future years to offset federal taxable income. Such carry-forwards begin expiring in 2026.

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9.     RELATED PARTY TRANSACTIONS

During the period from inception (May 5, 2006) to December 31, 2006, the Company entered into an employment agreement with Mathewson. This agreement requires the Company to pay Mathewson a net smelter royalty ("NSR") of 1% for all prospects generated by him and which are acquired for staking by the Company, exclusive of the CVN, HC and RC properties described in Note 5. Mathewson is also granted a 1/2% NSR for all prospects he generates which are subsequently leased by the Company, as long as the lease carries a maximum NSR of 4% (including the 1/2%) and such lease does not adjoin claims from which he is otherwise entitled to receive NSRs. The Company may purchase such 1/2% NSR relating to leased prospects for $250,000.

During the year ended December 31, 2007, the Company incurred consulting fees and paid expenses of $82,521 and $54,626, respectively, to a firm of which a former director is a partner and to a consulting firm controlled by the same director. The Company paid $30,000 to this firm for consulting fees and expenses incurred during the period from inception (May 5, 2006) to December 31, 2006. This director subsequently resigned as part of the settlement referred to in Note 3.

During the year ended December 31, 2007, the Company paid operating expenses of $22,779 to a company of which a former director is a controlling partner. The cumulative expense paid to this company from inception (May 5, 2006) to December 31, 2007 is $22,779. For the period from inception (May 5, 2006) to December 31, 2006 the Company incurred $Nil in operating expenses to this company.

During the year ended December 31, 2007, the Company paid legal fees of $27,144 to a legal firm controlled by two directors. This entire amount has been charged to legal expense. For the period from inception (May 5, 2006) to December 31, 2006, the Company incurred legal expenses of $85,253 with this firm, of which $20,000 has been capitalized to mineral property rights, $17,500 has been charged to debt financing costs (see Note 4(f)), $25,000 has been charged to prepaid offering costs, and the remainder has been charged to legal expense.

In July 2007, three of the Company's directors and a former Company director advanced the Company a total of $30,000 for exploration costs (see Note 7). No terms of repayment have been set for these advances.

During the year ended December 31, 2007, the Company paid a company controlled by its Corporate Secretary $38,293 in consulting fees and general administration costs. For the same period the Company also paid a company controlled by the Corporate Secretary $30,786 in rent for the corporate head office. The amounts paid to the company controlled by the Corporate Secretary for the period from inception (May 5, 2006) to December 31, 2006 for consulting and rent were $Nil and $8,895, respectively.

During the year ended December 31, 2007, the Company paid a firm, of which the Chief Financial Officer is a principal, $12,728 in accounting fees. No amounts were paid to this firm for the period from inception (May 5, 2006) to December 31, 2006. During the year ended December 31, 2007, the Company paid another firm, of which the Chief Financial Officer is a managing partner, $35,934 in accounting fees. No amounts were paid to this firm for the period from inception (May 5, 2006) to December 31, 2006.

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On December 10, 2007, the Company entered into an engagement agreement with Viewpoint Securities, LLC ("Viewpoint"), a broker-dealer, with which one of the Company's shareholders is affiliated. Under this agreement, the Company retained Viewpoint as an exclusive advisor to provide corporate finance and investment banking related advice. The Company agreed to pay Viewpoint a $25,000 retainer. The agreement with Viewpoint is in effect until December 31, 2010 and may be renewed thereafter. Under the terms of the agreement, during the term of the agreement and for a period of three years thereafter, the Company will pay Viewpoint a cash fee equal to 3.5% of the value of any strategic partnership, joint or collaborative venture, strategic alliance or similar transaction with persons or entities introduced to the Company by Viewpoint during the term of the agreement. During the term of the agreement and for a period of two years thereafter, for any investor identified by Viewpoint during the term of the agreement who participates in an equity financing, the Company will pay Viewpoint a 10% cash commission and issue Viewpoint warrants to purchase shares of common stock equal to 10% of the value of the equity purchased by such investor. During the term of the agreement and for a period of two years thereafter, the Company will also pay Viewpoint a commission, based upon gross proceeds raised, to the extent that they identify any investors during the term of the agreement who participate in debt offerings. The agreement with Viewpoint requires the Company to admit a representative of Viewpoint as a non-voting observer to meetings of the Company's Board of Directors and to copy Viewpoint on all actions taken by unanimous written consent in lieu of a meeting of the Board of Directors.

10.  CONCENTRATIONS OF CREDIT RISK

At December 31, 2007 and 2006, substantially all of the Company's cash is held in accounts within the US and Canada, respectively. The Company maintained bank balances that at times exceeded the Canadian Deposit Insurance Company insured limits. The insured limits are $100,000 CDN and $60,000 CDN as of December 31, 2007 and 2006, respectively. The Company has not experienced losses on such accounts, nor does the Company believe that there is significant risk of loss on such accounts.

As of December 31, 2007, all of the Company's mineral property rights were geographically concentrated in the State of Nevada.

11.  SUBSEQUENT EVENTS

During January 2008, the Company entered into two agreements to sell promissory notes with a value of $150,000.  No commissions or fees were paid in connection with this Regulation S private placement.  The notes are payable in one installment on the earlier of the closing of the Company's public offering or the first anniversary of the date of the note and bear 10% interest per annum.  In consideration of making these loans, the note-holders will also purchase a total of 30,000 shares of common stock, par value $0.000001 per share, at a price of $0.001 per share.  Subsequent to December 31, 2007, the Company has received $137,500 of the proceeds related to these promissory notes.

The Company received the outstanding $1,000 in subscriptions funds from the private placement completed on January 18, 2008 for total proceeds of $4,000 (see Note 4(b)).

85

In February 2008, the Company suspended payments of salaries to its Chief Executive Officer and Mathewson until the Company is able to secure additional financing.

12.  CONTINGENCIES

The Subscription Agreement for the private placement of 666,667 shares of common stock (see Note 4(b)) contains an anti-dilution provision under which, upon the effective date of the amended registration statement contemplated under Note 4 (a), the purchaser will be issued an additional estimated 509,804 shares of common stock (dependent on the share price of the public offering contemplated in Note 4(a)). Including these estimated additional shares of common stock expected to be issued as a result of these anti-dilution provisions, the purchaser will acquire a total of 1,176,471 shares of common stock in this private placement (corresponding to approximately $0.43 per share).

The subscription agreement for the private placement of 266,667 shares of common stock (see Note 4 (b)) contains an anti-dilution provision under which, subsequent to the filing of the amended registration statement contemplated under Note 4(a), the number of shares deemed purchased by this purchaser will be adjusted by an estimated additional 266,666 shares of common stock (dependent on the share price of the public offering contemplated in Note 4(a)) above the 266,667 shares of common stock purchased in this transaction. Including these estimated additional shares of common stock expected to be issued to this purchaser as a result of these anti-dilution provisions, the purchaser will acquire a total of 533,333 shares of common stock in this private placement (corresponding to approximately $0.38 per share).

Title searches have been conducted on the CVN, RC and HC properties. These searches have indicated that although the Company's title to the properties is defensible, there are potentially conflicting claims which may impair title to certain portions of the Company's claims. The Company is not insured against challenges, impairments or defects to its property title. The Company has not conducted a title survey on the Tempo property or the Indian Creek staked claims.

86

GOLD RUN INC.

UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2008

87

GOLD RUN INC.

(an exploration stage enterprise)

BALANCE SHEETS

AS AT MARCH 31, 2008 AND DECEMBER 31, 2007

(stated in U.S. dollars)

(unaudited)

	March 31,	December 31,
	2008	2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$      4,265	$     35,954
Goods and services tax receivable	9,917	9,474
Warrant subscription receivable (Note 4 (b))	—	1,000
Prepaid expenses	2,827	2,827
Total current assets	17,009	49,255
PROPERTY - MINERAL PROPERTY RIGHTS (Notes 5 and 6)	142,553	132,553
OTHER ASSETS:
Reclamation bonds (Note 2 (e))	33,635	33,635
Prepaid offering costs (Note 2 (f))	252,050	252,050
Total other assets	285,685	285,685
TOTAL ASSETS	$    445,247	$    467,493
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities (Note 7)
To related parties	$    108,790	$     78,504
To others	387,028	348,184
	495,818	426,688
Promissory notes (Note 4 (h))	149,970	—
Accrued interest (Note 4 (h))	7,500	—
Total current liabilities	653,288	426,688
COMMITMENTS AND CONTINGENCIES (Notes 1, 2, 4, 5, 9 and 11)
SHAREHOLDERS' EQUITY (DEFICIT) (Note 4):
Common stock, $.000001 par value, 100,000,000 shares authorized	46	46
Warrant subscribed	—	1,000
Additional paid-in capital	2,772,283	2,739,321
Deficit accumulated during the exploration phase	(2,980,370)	(2,699,562)
Total shareholders' equity (deficit)	(208,041)	40,805
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$    445,247	$    467,493

The accompanying notes to financial statements are
an integral part of these balance sheets.

88

GOLD RUN INC.

(an exploration stage enterprise)

STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2008

(stated in U.S. dollars)

(unaudited)

						Deficit
						accumulated
					Additional	during the	Total
		Number of	Common	Warrant	paid-in	exploration	shareholders'
		shares	stock	subscribed	capital	stage	equity (deficit)
BALANCE, May 5, 2006		—	$    —	$          —	$             —	$              —	$                —
	Initial private placement of shares (Note 4 (b))	22,400,000	22	—	2,218	—	2,240
	Shares issued to President/Chief
	Geologist (Note 4 (b))	7,500,000	7	—	743	—	750
	Private placement of shares (Note 4 (b))	9,550,000	10	—	9,540	—	9,550
	Fair value of share-based payments	—	—	—	190,904	—	190,904
	Net loss from inception to December 31, 2006	—	—	—	—	(839,620)	(839,620)
BALANCE, December 31, 2006		39,450,000	39	—	203,405	(839,620)	(636,176)
	Conversion of the promissory notes and accrued
	interest to common stock (Note 4 (f))	4,826,800	5	—	1,771,545	—	1,771,550
	Withholdings on conversion of promissory notes
	held by foreign parties (Note 4(f))	—	—	—	(15,000)	—	(15,000)
	Private placement of shares (Note 4 (b))	666,667	1	—	499,999	—	500,000
	Costs of issuance of common stock related to
	private placement of shares (Note 4 (b))	—	—	—	(50,000)	—	(50,000)
	Shares returned and cancelled (Note 3 and
	Note 4(b))	(16,605,000)	—	—	—	—	—
	Shares of common stock re-purchased and
	cancelled (Note 3 and Note 4 (b))	(2,450,000)	(2)	—	(2,448)	—	(2,450)
	Private placement of shares (Note 4 (b))	266,667	—	—	200,000	—	200,000
	Private placements of shares and warrant (Note 4 (b))	3,000,000	3	1,000	2,997	—	4,000
	Shares returned and held in treasury (Note 4 (b))	(2,000,000)	—	—	—	—	—
	Fair value of share-based payments (Note 4 (e))	—	—	—	128,823	—	128,823
	Net loss	—	—	—	—	(1,859,942)	(1,859,942)
BALANCE, December 31, 2007		27,155,134	46	1,000	2,739,321	(2,699,562)	40,805
	Warrant subscription received (Note 4 (b))	—	—	(1,000)	1,000	—	—
	Private placement of shares (Note 4 (h))	30,000	—	—	30	—	30
	Fair value of share-based payments (Note 4 (e))	—	—	—	31,932	—	31,932
	Net loss	—	—	—	—	(280,808)	(280,808)
BALANCE, March 31, 2008		27,185,134	$    46	$          —	$2,772,283	$(2,980,370)	$  (208,041)

The accompanying notes to financial statements are
an integral part of these statements.

89

GOLD RUN INC.

(an exploration stage enterprise)

STATEMENTS OF LOSS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31 2008 AND 2007, AND

FOR THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2008

(stated in U.S. dollars)

(unaudited)

			Cumulative
			for the
	Three-month		period from
	period ended		inception to
	March 31,		March 31,
	2008	2007	2008
REVENUE	$             —	$             —	$             —
COSTS AND EXPENSES:
Exploration costs	70,145	56,768	810,068
Legal (Note 9)	40,788	34,529	387,615
Consulting and professional fees (Note 9)	22,666	53,158	351,667
Share-based payments (Note 4 (e))	31,932	32,324	351,659
Administrative salaries	37,654	33,000	224,940
Amortization of debt financing costs (Note 4 (f))	—	23,403	187,227
Travel	11,109	19,960	171,180
Audit fees	40,000	9,000	123,950
Filing and printing fees	7,359	1,648	57,323
Rent (Note 9)	7,195	13,325	46,876
Office expense	2,772	4,182	45,298
Exchange rate losses	1,134	—	34,377
Bank charges	576	532	6,441
Miscellaneous	—	—	14,451
Total costs and expenses	273,330	281,829	2,813,072
LOSS FROM OPERATIONS	(273,330)	(281,829)	(2,813,072)
INTEREST EXPENSE ON PROMISSORY NOTES (Note 4 (f))	(7,500)	(40,263)	(168,550)
INTEREST INCOME	22	—	1,252
NET LOSS	$  (280,808)	$  (322,092)	$(2,980,370)
WEIGHTED AVERAGE NUMBER OF SHARES	27,182,826	39,450,000	37,792,295
LOSS PER SHARE	$      (0.010)	$      (0.008)	$       (0.079)

The accompanying notes to financial statements are
an integral part of these statements.

90

GOLD RUN INC.

(an exploration stage enterprise)

STATEMENTS OF CASH FLOWS

FOR THE THREE-MONTH PERIODS ENDED MARCH 31 2008 AND 2007, AND

THE PERIOD FROM INCEPTION (MAY 5, 2006) TO MARCH 31, 2008

(stated in U.S. dollars)

(unaudited)

						Cumulative
						for the
				Three-month		period from
				period ended		inception to
				March 31,		March 31,
				2008	2007	2008
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$(280,808)	$(322,092)	$(2,980,370)
	Adjustments to reconcile net loss to net cash used by
		operating activities:
			Amortization of debt financing costs	—	23,403	187,227
			Share-based payments	31,932	32,324	351,659
			Non-cash interest expense	7,500	40,263	168,550
			Increase in goods and services tax receivable	(443)	—	(9,917)
			Increase in prepaid expenses	—	—	(2,827)
			Increase (decrease) in accounts payable and accrued liabilities	69,130	(93,630)	418,734
			Total adjustments	108,119	2,360	1,113,426
		Net cash used by operating activities		(172,689)	(319,732)	(1,866,944)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Payments to acquire mineral property rights (Note 6)			(10,000)	(25,000)	(142,553)
	Payments to acquire reclamation bonds			—	—	(33,635)
		Net cash used by investing activities		(10,000)	(25,000)	(176,188)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash proceeds from the issuance of promissory notes			149,970	—	1,760,470
						—
	Cash proceeds from the issuance of warrants			1,000	—	1,000
	Proceeds from sale of common stock, net			30	—	650,570
	Payments of debt financing costs			—	—	(187,227)
	Payments of offering costs			—	(29,811)	(174,966)
	Payments to re-purchase common stock			—	—	(2,450)
		Net cash provided by (used) financing activities		151,000	(29,811)	2,047,397
NET (DECREASE) INCREASE IN CASH AND CASH
	EQUIVALENTS			(31,689)	(374,543)	4,265
CASH AND CASH EQUIVALENTS, beginning of period				35,954	855,346	—
CASH AND CASH EQUIVALENTS, end of period				$        4,265	$    480,803	$        4,265
SUPPLEMENTAL CASH FLOW DISCLOSURE:
	Interest paid			$             —	$             —	$             —
	Taxes paid			$             —	$             —	$             —
	Non-cash items-
		Conversion of promissory notes and related accrued interest
			intocommonstock	$             —	$             —	$ 1,771,550
		Offering costs included in accounts payable		$             —	$             —	$      77,084

The accompanying notes to financial statements are
an integral part of these statements.

91

GOLD RUN INC.

(an exploration stage enterprise)

NOTES TO FINANCIAL STATEMENTS

(stated in U.S. dollars)

(unaudited)

1.     NATURE OF OPERATIONS

Gold Run Inc. (“the Company”) is an exploration company engaged in the acquisition and exploration of mineral properties in the State of Nevada. The Company was incorporated on May 5, 2006 under the laws of the State of Delaware. As of March 31, 2008, the Company has put in place the management team, has leased four mineral properties and staked a fifth (see Note 5), has secured initial equity financing (see Note 4), and has commenced exploration activities on its leased properties. The Company has completed three offerings of promissory notes, two of which have been converted to common shares as of May 14, 2007 and has completed five private placements of common shares since the equity financing completed by the founders (see Note 4).

The recoverability of amounts shown as mineral property rights is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of the properties and the ability of the Company to obtain profitable production or proceeds from the disposition thereof.

The Company has been in the exploration stage since its inception and has not yet realized any revenue from its operations.

2.     BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

These unaudited financial statements have been prepared by the Company. In the opinion of management, all known adjustments (consisting of normal recurring accruals or adjustments) have been made to present fairly the financial position, results of operations and cash flows for the unaudited periods presented. It is suggested that these financial statements be read in conjunction with the Company's audited financial statements for the year ended December 31, 2007, included in the Company's Annual Report on Form 10-KSB, as amended, originally filed with the Securities and Exchange Commission on April 15, 2008 (SEC File No. 333-139412). The Company believes that the disclosures made herein are adequate to make the information presented not misleading.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US”).

Recent accounting pronouncements

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains on items for which the fair value option has been elected are to be reported in earnings. SFAS No. 159 will become effective as of the beginning of the first fiscal year that begins after November 15, 2007. The adoption of this statement had no immediate material effect on the Company’s financial condition or results of operations.

92

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires enhanced disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2008 the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS 157 for non-financial assets and liabilities, other than those that are recognized or disclosed at fair value on a recurring basis, to fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 related to financial assets and liabilities had no impact on the Company’s financial statements. The Company is currently evaluating the impact, if any, that SFAS No. 157 may have on its future consolidated financial statements related to non-financial assets and liabilities.

Critical accounting policies

(a)       Going concern -

These financial statements have been prepared using US generally accepted accounting principles applicable to a going concern which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The Company had a net loss for the period from inception (May 5, 2006) to March 31, 2008 of $2,980,370 and shareholders’ deficit at March 31, 2008 of $208,041. In addition, the Company failed to meet its funding obligations under a revised funding agreement entered into with Dave Mathewson, the Company’s President and Chief Geologist (“Mathewson”) dated December 13, 2007 to provide $2,000,000 in funding by March 31, 2008. On April 1, 2008, Mathewson extended the deadline for that financing tranche by 90 days to June 29, 2008. If the Company is unable to meet this extended deadline and Mathewson thereupon advises the Company that it is in default, the Company will then have an additional 90 days following such notice to cure such default (see Note 5(a)).

The Company’s ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or the discovery, exploration, development and sale of mining reserves. The Company cannot reasonably be expected to earn revenue in the exploration stage of operations. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.

The financial statements do not reflect any adjustments in the carrying values of the assets and liabilities, the reported expenses, and the balance sheet classifications used that would be necessary if the going concern assumption was not appropriate. Such adjustments could be material.

(b)       Measurement uncertainties -

The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

Significant estimates used in the preparation of these financial statements include, amongst other things, the estimated future operating results and net cash flows from mineral properties, the anticipated costs of asset retirement obligations including the reclamation of mine sites, the successful registration of the Company’s shares and the computation of share-based payments.

93

(c)       Cash and cash equivalents -

Cash and cash equivalents include deposits, with original maturities of three months or less when purchased.

(d)       Mineral property rights -

All direct costs related to the acquisition of mineral property rights are capitalized. Exploration costs are charged to operations in the period incurred until such time as it has been determined that a property has economically recoverable reserves, at which time subsequent exploration costs and the costs incurred to develop a property are capitalized.

The Company reviews the carrying values of its mineral property rights whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts. An impairment loss is recognized when the carrying value of those assets is not recoverable and exceeds its fair value. As of March 31, 2008 and December 31, 2007, management has determined that no impairment loss is required.

At such time as commercial production may commence, depletion of each mining property will be provided on a unit-of-production basis using estimated proven and probable recoverable reserves as the depletion base. In cases where there are no proven or probable reserves, depletion will be provided on the straight-line basis over the expected economic life of the mine.

(e)       Asset retirement obligations -

The Company plans to recognize liabilities for statutory, contractual or legal obligations, including those associated with the reclamation of mineral and mining properties and any plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation will be recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement cost will be added to the carrying amount of the related asset and the cost will be amortized as an expense over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability will be increased for the passage of time and adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation.

The Company has posted reclamation bonds with the State of Nevada Reclamation Bond Pool for two of its properties as required by the United States Bureau of Land Management, to secure potential clean-up and land restoration costs if the projects were to be abandoned or closed. The Company has recorded the cost of these bonds as an asset in the accompanying balance sheets.

(f)       Prepaid offering costs -

Prepaid offering costs are legal costs relating to the Company’s proposed initial public registration of its shares. These costs will be charged against the proceeds of the Company’s initial public offering, if such offering occurs, or will be charged to expense if such offering does not occur.

94

(g)       Income taxes -

Future tax assets and liabilities are recognized for the future tax consequences attributable to the difference between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to be recovered or settled. This method also requires the recognition of future tax benefits such as operating loss carry-forwards to the extent that realization of such benefits is more likely than not.

(h)       Share-based payments -

Share-based payments consist of the estimated fair value of stock options granted during the period, and are recorded as an expense and an addition to additional paid-in capital in accordance with SFAS No. 123 (Revised December 2004), “Share-Based Payment”.

(i)        Loss per share -

The basic loss per share for the three-month period ended March 31, 2008, the three-month period ended March 31, 2007 and the period from inception (May 5, 2006) to March 31, 2008 has been computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share would reflect the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the period, if dilutive. For this purpose, the “treasury stock method” is used for the assumed proceeds upon the exercise of stock options and warrants that are used to purchase common shares at the average market price during the year.

At March 31, 2008 and December 31, 2007, none of the warrants or stock options were considered dilutive as the exercise prices of these warrants and options substantially exceeded the Company’s net tangible book value per share.

(j)        Foreign currency transactions -

The Company records foreign currency gains and losses on Canadian business transactions. The net loss was $1,134 for the three-month period ended March 31, 2008, compared with $Nil for the three-month period ended March 31, 2007. The net loss for the period from inception (May 5, 2006) to March 31, 2008 was $34,377.

(k)       Fair values of financial instruments -

The Company has estimated that the carrying amount reported on the balance sheets for cash, receivables, mineral property rights, accounts payable and accrued liabilities and promissory notes approximates their fair values.

(l)        Debt financing costs -

Debt financing costs represented commission costs and legal fees relating to the issuance of promissory notes. These costs were being amortized over the life of the promissory notes of two years (see Note 4 (f)).

95

(m)      Exploration stage enterprise -

SFAS No. 7, "Accounting and Reporting by Development Stage Enterprises", establishes accounting and reporting standards for enterprises in the development stage. An entity is considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and planned principal operations have not commenced. SFAS No. 7 requires that the financial statements of a development stage enterprise include disclosure of the cumulative results of the Company's operations, cash flows, and changes in stockholders' equity (deficit) from the inception of the Company's development stage through the date of the financial statements.

(n)       Prior year reclassifications -

Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

3.     LITIGATION AND SETTLEMENT OF LAWSUIT

On September 24, 2007, the Company sued two founders and directors, as well as some of their business associates. The lawsuit, which was commenced on September 24, 2007 in the Ontario (Canada) Superior Court of Justice in Toronto, arose out of certain directors alleged undisclosed control of a competing gold exploration company through which they allegedly usurped the Company’s rightful corporate business opportunities. The lawsuit also alleged their breach of fiduciary duty, breach of directors' duties, wrongful interference with the Company's economic interests, breach of contract, conspiracy and unjust enrichment.

The Company settled this lawsuit in October 2007. As part of the settlement, these two directors resigned, renounced all affiliations with the Company and, together with some of their business affiliates and associates, assigned and transferred to the Company for nominal consideration a total of 19,055,000 shares of the Company's common stock held by them, constituting approximately 90% of their collective shareholdings. Additionally, these two directors assigned and transferred to the Company warrants for the purchase of 6,600,000 common shares, constituting 100% of the warrants held by them (see Note 4).

4.     COMMON STOCK AND WARRANTS

(a)       Initial public offering of common shares -

The Company's registration statement on Form SB-2 for an initial public offering in the amount of $8,000,000 on an all-or-none basis was declared effective by the US Securities and Exchange Commission (“SEC”) on May 14, 2007, at which time the Company commenced receiving investment subscriptions. The Company subsequently changed the terms of its offering to a $3,000,000 / $8,000,000 mini-max offering and filed an amended registration statement with the SEC on June 27, 2007. The Company continued to receive subscriptions from investors after filing the amendment. All subscription funds were deposited into and held in an escrow account. On July 24, 2007, the SEC notified the Company that because of the changed offering terms, the revised offering could not continue, and all funds in escrow should be returned to the subscribers. Accordingly, the Company terminated the offering, and the funds were returned. The Company filed a new registration statement with the SEC on December 31, 2007, further amended and filed on February 11, 2008 and April 16, 2008, and expects to commence its offering upon the amended registration statement being declared effective. No subscription funds were held in escrow as of March 31, 2008 or December 31, 2007.

96

(b)       Private placement of common shares -

On May 8, 2006, the Company completed a private placement wherein it sold for an aggregate of $2,240 (i) an aggregate of 22,400,000 shares of common stock at a price of $0.0001 per share, and (ii) a warrant to purchase 9,900,000 shares of common stock at a price of $1.00 per share, expiring on May 9, 2009. Sales of the shares were subject to a Founders Agreement dated October 5, 2006, subsequently amended, which restricted resale rights. As the result of the settlement of the lawsuit described previously (see Note 3), 12,915,000 shares of common stock were surrendered that had been purchased by certain of the Company’s founders. On December 4, 2007, Mr. James Berns and Mr. Michael Berns, two of the original Company founders, voluntarily surrendered an aggregate of 2,000,000 shares of common stock to the Company and, in consideration of $2.00, transferred warrants to purchase 1,650,000 shares of common stock to Mathewson.

On May 9, 2006, the Company completed a private placement consisting of 7,500,000 shares of common stock to Mathewson for proceeds totaling $750.

On May 10, 2006, the Company completed a private placement consisting of an aggregate of 9,550,000 shares of common stock to thirteen investors (“seed round investors”). Each share of common stock was sold at a price of $0.001. The Company realized proceeds totaling $9,550 from this private placement. As the result of the settlement of the Company’s lawsuit described previously (see Note 3), five of these thirteen investors returned to the Company an aggregate of 3,690,000 shares of common stock that they had purchased in this private placement. The Company voluntarily purchased 2,450,000 shares of common stock from seed round investors at the original subscription price.

In August 2007, the Company completed a private placement consisting of 666,667 shares of common stock. All 666,667 shares of common stock were sold to a single foreign investor for $500,000, (approximately $0.75 per share); commissions of $50,000 were paid to third parties in association with this transaction, for net proceeds of $450,000. Commissions paid were offset against additional paid-in capital. This private placement was conducted under Regulation S promulgated under the Securities Act of 1933, as amended (Rules 901 through 905 and preliminary notes). The securities issued in this private placement were sold to a single foreign accredited investor as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. See Note 11 for a contingent event arising from the completion of this private placement.

On November 7, 2007, the Company completed a private placement consisting of 266,667 shares of common stock. All 266,667 shares of common stock were sold for $200,000 (approximately $0.75 per share) to a single investor. See Note 11 for a contingent event arising from the completion of this private placement.

On November 19, 2007, the Company entered into private placements to sell for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of common stock at a price of $0.001 per share, and (ii) a warrant to purchase 1,000,000 shares of common stock at ten percent over the initial public offering price per share, expiring on November 30, 2012. The private placements for the shares of common stock were completed in December 2007 after receipt of the funds for these shares. As of December 31, 2007, the Company had not yet received $1,000 in subscription funds to acquire 1,000,000 of the warrant shares from one of the investors and, accordingly, recorded the outstanding amount as a warrant subscription receivable at that date. The Company received the outstanding $1,000 in subscriptions funds from the private placement completed on January 18, 2008 and recorded the proceeds as additional paid-in capital. These private placements were made to one of the Company’s original seed round investors and certain associates and, in effect, constitute a reallocation of the Company’s original share capital, a significant portion of which was recovered by the Company as a result of the settlement of the litigation in October 2007 as described in Note 3.

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As of December 7, 2007, the Company’s Board of Directors voted to supersede the Founders Agreement. Shares under this agreement are subject to restrictions on transfer and resale of shares as prescribed by the Company’s Board of Directors and as may be amended from time-to-time, except that all such restrictions shall expire on a date which is two years from the date upon which the shares commence trading in the US.

(c)       Warrants -

Upon formation of the Company, the founding shareholders subscribed for a total of 22,400,000 shares of common stock at a price of $0.0001 per share plus share purchase warrants entitling the holders to purchase a total of 9,900,000 shares at a price of $1.00 per share expiring on May 9, 2009, all for total consideration of $2,240.

As a consequence of the settlement of the lawsuit during October 2007 (see Note 3), two directors assigned and transferred to the Company 6,600,000 of the Company's warrants, constituting 100% of the warrants held by them.

On November 19, 2007, the Company entered into private placements to sell for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of common stock at a price of $0.001 per share, and (ii) a warrant to purchase 1,000,000 shares of common stock at ten percent over the initial public offering price per share, expiring on November 30, 2012. The private placements for the shares of common stock were completed in December 2007 after receipt of the funds for these shares.

On December 4, 2007, Mr. James Berns and Mr. Michael Berns, directors of the Company, voluntarily assigned an aggregate of 2,000,000 shares of common stock to the Company and in consideration of $2.00, transferred warrants, to purchase 1,650,000 shares of common stock, to Mathewson.

On December 7, 2007, the Company’s Board of Directors amended the terms of outstanding warrants so that their new exercise price is ten percent over the initial public offering price per share, expiring on the fifth (5th) anniversary of the date that the Company’s common stock commences trading in the US.

3,300,000 of the Company’s warrants were outstanding as at March 31, 2008 and December 31, 2007, at an exercise price of ten percent over the initial public offering price per share, expiring on the fifth (5th) anniversary of the date that the Company’s common stock commences trading in the US.

Given that the Company is in the exploration stage, management has allocated the full consideration of proceeds received from all of the stock offering to common stock.

(d)       Commitment to issue additional shares -

During May 2006, the Company and Mathewson entered into an agreement providing for Mathewson to purchase 7,500,000 shares of the Company’s common stock at a price of $0.0001 per share. This agreement was amended on June 22, 2007 and was further amended on December 13, 2007 (see Note 3 and Note 5(a)). Under terms of the agreement, the Company is obligated to issue additional shares to Mathewson (at a price of $0.0001 per share) in sufficient number so that Mathewson would continue to hold 15% of the then issued and outstanding shares of the Company.

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In the event that Mathewson should hold more than 15% of the issued and outstanding shares at the time the Company meets its funding obligation (see Note 5(a)), those excess shares will be deemed to be automatically cancelled. In the event that Mathewson should hold less than 15% of the issued and outstanding shares at the time the Company meets its funding obligation, Mathewson shall have the non-assignable option to purchase from the Company, at a price of $0.0001 per share, for a period of thirty (30) days from such date, that number of shares such that, after such purchase, Mathewson will then own 15% of the outstanding number of shares of the Company.

Shares issued by the Company pursuant to the acquisition of additional mineral property rights will be deducted from the total of the shares then issued and outstanding for the purposes of calculating the 15% Mathewson is entitled to. Shares sold or transferred to other employees of the Company by Mathewson must be included for purposes of calculating the 15% Mathewson is entitled to.

These shares are restricted as to sale for the first six months after the date the Company’s shares become publicly traded in the US and in the event of termination of Mathewson’s employment prior to February 28, 2010, an additional eighteen months from the date of termination.

(e)       Share-based payments and employment agreement -

On September 15, 2006, the Company and its Chief Executive Officer entered into an employment agreement which provides, amongst other compensation, an option to purchase 1,500,000 shares of common stock over a five-year period at a price of $0.25 for the first 500,000 shares and $0.50 for the remaining 1,000,000 shares.

The option vests as follows:

	Number of shares
Upon signing of the agreement	300,000
Pro-rata on a daily basis until September 14, 2007	400,000
Pro-rata on a daily basis from September 15, 2007 until September 14, 2008	400,000
Pro-rata on a daily basis from September 15, 2008 until September 14, 2009	400,000
Total	1,500,000

These options fully vest if one person or entity acquires 50% or more of the common stock of the Company.

The fair value of the options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of three years. The fair value of the 916,986 options vested during the period from inception (May 5, 2006) to March 31, 2008 is estimated to be $351,659 and was expensed in the statement of loss for the period from inception (May 5, 2006) to March 31, 2008 (period from inception to December 31, 2007: $319,727). The Company expensed $31,932 in the statement of loss for the three-month period ended March 31, 2008, compared with $32,324 for the three-month period ended March 31, 2007.

Any shares for which the Chief Executive Officer’s option is exercised are subject to voluntary resale restrictions prohibiting him from selling more than 1% of his share holdings during any consecutive three-month calendar period commencing on June 1, 2007 and expiring on August 31, 2008. For purposes of this voluntary resale restriction, the Chief Executive Officer’s share holdings shall be deemed to equal the number of shares for which his option has vested.

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The employment agreement also contains a provision which, in the event of termination without cause, would require the Company to pay the Chief Executive Officer $125,000 (Canadian funds).

On October 31, 2006, the Company entered into an agreement with a consultant, which provides the consultant with an option to purchase 100,000 shares of common stock over a two-year period at a price of $0.50 per share (Canadian funds). The fair value of the option is estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%; expected volatility of 100%; risk free interest rate of 4.70%; and an expected average life of two years. The fair value of the option granted is estimated to be $28,390 and has been fully expensed in the statement of loss for the period from inception (May 5, 2006) to December 31, 2006 and recorded as additional paid-in capital; requiring no additional expense for the three months ended March 31, 2008 and the three months ended March 31, 2007.

(f)       Promissory notes converted into common shares -

During 2006, the Company completed two private placements of two-year non-transferable 10% convertible promissory notes with interest payable annually. Interest accrued and was payable on the annual anniversary date of each note. Note-holders were also entitled to receive one full year of interest if the Company successfully registered its common shares with the SEC before the first anniversary date of the convertible promissory notes, which it did.

The promissory notes were converted into common shares of the Company at a conversion price of $0.25 per share in the case of Series 1 notes and $0.50 per share in the case of Series 2 notes upon the date of the Company’s registration statement being declared effective by the SEC on May 14, 2007.

At May 14, 2007, the Company converted promissory notes totaling $583,500 and related accrued interest expense of $58,350 (Series 1) and $1,027,000 and related interest expense of $102,700 (Series 2) into 4,826,800 shares of common stock. Total debt financing costs associated with these converted promissory notes totaled $187,227. Previously unamortized debt financing costs of $157,947, associated with the issuance of these convertible promissory notes, were expensed during the year ended December 31, 2007. A liability of $15,000 has been recorded for US withholding taxes attributable to the interest earned by foreign note holders upon conversion of the related notes to common shares. Additional paid-in capital has been reduced by the amount of these withholding taxes.

(g)      Treasury stock -

At March 31, 2008 and December 31, 2007, there are 2,000,000 shares of common stock held in treasury. No value has been assigned to these shares which were surrendered to the Company in December 2007.

(h)       Promissory notes issued -

During the three-month period ended March 31, 2008, the Company completed the sale, by way of two agreements, of promissory notes and shares with a value of $150,000. No commissions or fees were paid in connection with this Regulation S private placement.  The notes are payable on the earlier of the closing of the Company’s public offering or the first anniversary of the date of the note and bear 10% interest per annum.  In connection with making these loans, the note-holders also purchased a total of 30,000 shares of common stock, par value $0.000001 per share, at a price of $0.001 per share (constituting $30 of the total proceeds of $150,000 received).

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5.     EXPLORATION PROGRAM FUNDING OBLIGATION AND MINERAL PROPERTY RIGHTS

(a)       Exploration program funding obligation -

As of December 31, 2006 the Company committed, under an agreement with Mathewson, to fund its mineral exploration program in the following amounts, no later than the following dates:

May 31, 2007	$  500,000
July 31, 2007	1,900,000
January 31, 2008	1,000,000
July 31, 2008	1,000,000
January 31, 2009	500,000
April 30, 2009	500,000
Total	$5,400,000

The foregoing exploration-program funding schedule was revised under a Letter Agreement between the Company and Mathewson dated June 22, 2007. The Company previously met its requirement to provide $600,000 worth of exploration funding prior to December 31, 2006.

On September 14, 2007, the Company received a Notice of Default from Mathewson stating that it had failed to meet its obligation to provide an aggregate of $1,100,000 in exploration program funding through May 31, 2007 as required by the Amended and Restated Agreement by and between the Company and Mathewson dated November 20, 2006, and as further amended on June 22, 2007.

The Notice of Default stated that if the Company did not cure its default and also furnish the additional $900,000 in exploration program funding due on October 1, 2007 under the Letter Agreement within 30 days from receipt of the Notice of Default, then all of the Company's interests in its Crescent Valley North, Robinson Creek, Horse Creek, Indian Creek, and Tempo properties would be forfeited to Mathewson. These properties represent all of the Company’s mineral prospects. The Company subsequently did not meet its requirement to provide an additional $900,000 in funding by October 1, 2007.

Mathewson also proposed in the Notice of Default that an alternative cure for these defaults and for the default of the Company's October 1, 2007 exploration program funding payment would be for two directors and officers to resign their positions with the Company, and for these directors and certain related shareholders to surrender all of the Company's shares of stock in which they have an ownership interest and to execute releases of any and all claims that they may have against the Company. The Notice of Default also states that this alternative cure must be made by October 17, 2007. The two directors in question did not comply with Mathewson’s demand and the Company launched a lawsuit against these directors, as discussed previously in Note 3.

The Company settled this lawsuit in October 2007. Mathewson withdrew and cancelled the Notice of Default and entered into a revised funding obligation agreement with the Company on December 13, 2007. Under this revised agreement, the Company committed to fund its mineral exploration program in the following amounts, not later than the following dates:

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March 31, 2008	$2,000,000
March 31, 2009	2,000,000
March 31, 2010	2,000,000
Total	$6,000,000

In addition to funding its exploration program, the Company is required to fund its other activities, including legal, accounting, travel and other costs.

Furthermore, the Company’s funding obligations to Mathewson would be deemed to be satisfied upon the earlier of:

(i)     the date upon which the cumulative sum of $6,000,000 has been expended on exploration costs, or

(ii)    the date upon which funds in the amount of $6,000,000 (less the amount of exploration costs previously expended) is set aside and reserved to pay for exploration costs, provided the Company has also set aside funds to pay for general and administrative expenses in an amount equal to 50% of the funds set aside to pay for exploration costs.

The Company did not meet the requirement to provide $2,000,000 in funding by March 31, 2008. On April 1, 2008, Mathewson extended the deadline for that financing tranche by 90 days to June 29, 2008. If the Company is unable to meet this extended deadline and Mathewson thereupon advises the Company that it is in default, the Company will then have an additional 90 days following such notice to cure such default. In the event that the Company is unable to cure its default, its rights to its leased Crescent Valley North (“CVN”) (see Note 5(b)), Robinson Creek (“RC”) (see Note 5(c)), Horse Creek (“HC”) (see Note 5(d)), and Tempo (see Note 5(e)) properties, as well as to its staked Indian Creek (“IC”) (see Note 5(f)) property, will be cancelled and of no further force or effect. The Company will then have no interest in and to any and all such properties. Mathewson will have the option to enter onto and take possession of the properties at the Company’s expense. The Company’s CVN, RC and HC properties are leased from KM Exploration Ltd. (“the Lessor”), a Nevada corporation in which Mathewson has a 50% ownership interest.

Upon termination of its leases for any reason, the Company is required to remove all the equipment it may have installed on the leased properties and will be responsible for reclamation of those areas disturbed by the Company’s activities. All of the Company’s leases have been accounted for as operating leases.

(b)       CVN lease -

On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group of 151 unpatented lode mining claims known as the “CVN” group.

The term of this lease is initially ten years. This lease may be extended in five year increments thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice.

Until production is achieved, the following lease payments are required:

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Anniversary of effective date of agreement	Annual lease payment
Upon signing of the lease	$13,333
Years 1 through 4	13,333
Years 5 through 9	26,667
All years thereafter	43,333

Once production is achieved from this property, the lease requires the Company to pay the Lessor the greater of:

(i)     a royalty on production equal to 3% of net smelter returns (money which the smelter or refinery pays the mining operator for the mineral product), or

(ii)    the lease payments as per the above table.

The Company has the right at any time during the lease agreement to purchase a maximum of two “points” of the Lessor’s three percent (3%) gold production royalty, thereby reducing the Lessor’s gold production royalty to one percent (1%). Each “point” is equivalent to 1% of net smelter returns. The purchase price for each royalty “point” shall be as follows:

Average price of gold for the preceding thirty days	Price per royalty point
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	2,500,000
$400.01 to $500.00 per ounce	3,000,000
$500.01 to $600.00 per ounce	4,000,000
$600.01 to $700.00 per ounce	5,000,000
$700.01 to $800.00 per ounce	6,000,000
$800.01 to $900.00 per ounce	7,000,000

The Company shall have the right to purchase less than a full royalty “point,” at a pro-rata price.

(c)       RC lease -

On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group of 91 unpatented lode mining claims known as the “RC” group.

The term of this lease is initially ten years. This lease may be extended in five year increments thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice.

Until production is achieved, the following lease payments are required:

Anniversary of effective date of agreement	Annual lease payment
Upon signing of the lease	$10,000
Years 1 through 4	10,000
Years 5 through 9	20,000
All years thereafter	32,500

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Once production is achieved from this property, the lease requires the Company to pay the Lessor the greater of:

(i)     a royalty on production equal to 2.5% of net smelter returns (money which the smelter or refinery pays the mining operator for the mineral product), or

(ii)    the lease payments as per the above table.

The Company has the right at any time during the lease agreement to purchase a maximum of one-and-one-half (1.5) “points” of the Lessor’s two-and-one-half percent (2.5%) gold production royalty, thereby reducing the Lessor’s gold production royalty to one percent (1%). Each “point” is equivalent to 1% of net smelter returns. The purchase price for each royalty “point” shall be as follows:

Average price of gold for the preceding thirty days	Price per royalty point
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	2,500,000
$400.01 to $500.00 per ounce	3,000,000
$500.01 to $600.00 per ounce	4,000,000
$600.01 to $700.00 per ounce	5,000,000
$700.01 to $800.00 per ounce	6,000,000
$800.01 to $900.00 per ounce	7,000,000

The Company shall have the right to purchase less than a full royalty “point,” at a pro-rata price.

(d)       HC lease -

On July 17, 2006, the Company entered into a mining lease agreement with the Lessor to lease a group of 189 unpatented lode mining claims known as the “HC” group.

The term of this lease is initially ten years. This lease may be extended in five year increments thereafter for a total lease term of thirty years. The Company can terminate the lease at any time upon 60 days advance notice.

Until production is achieved, the following lease payments are required:

Anniversary of effective date of agreement	Annual lease payment
Upon signing of the lease	$10,000
Years 1 through 4	10,000
Years 5 through 9	20,000
All years thereafter	32,500

Once production is achieved from this property, the lease requires the Company to pay the Lessor the greater of:

(i)     a royalty on production equal to 2.5% of net smelter returns (money which the smelter or refinery pays the mining operator for the mineral product), or

(ii)    the lease payments as per the above table.

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The Company has the right at any time during the lease agreement to purchase a maximum of one-and-one-half (1.5) “points” of the Lessor’s two-and-one-half percent (2.5%) gold production royalty, thereby reducing the Lessor’s gold production royalty to one percent (1%). Each “point” is equivalent to 1% of net smelter returns. The purchase price for each royalty “point” shall be as follows:

Average price of gold for the preceding thirty days	Price per royalty point
$300.00 per ounce and lower	$2,000,000
$300.01 to $400.00 per ounce	2,500,000
$400.01 to $500.00 per ounce	3,000,000
$500.01 to $600.00 per ounce	4,000,000
$600.01 to $700.00 per ounce	5,000,000
$700.01 to $800.00 per ounce	6,000,000
$800.01 to $900.00 per ounce	7,000,000

The Company shall have the right to purchase less than a full royalty “point,” at a pro-rata price.

(e)       Tempo lease -

The Company entered into a lease with the Lyle F. Campbell Trust of Reno, Nevada on May 18, 2007. The lease was assigned by Lyle F. Campbell Trust to Gold Standard Royalty Corp. in December 2007. The lease is for an initial period of ten years and may be extended in five year increments for up to a total term of 99 years. The Company may terminate this lease at any time. Until production is achieved, lease payments (deemed "advance minimum royalties") consist of an initial payment of $5,000, which was made upon the effectiveness of the lease, followed by annual payments according to the following schedule:

Due date of advance minimum royalty payment	Amount of advance minimum royalty payment
January 15, 2008	$10,000
January 15, 2009	15,000
January 15, 2010	30,000
January 15, 2011	45,000
January 15, 2012 and annually thereafter during the term of the lease	The greater of $60,000 or the dollar equivalent of 90 ounces of gold

In the event that the Company produces gold or other minerals from this property, the lease payments will be the greater of:

(i)     the advance minimum royalty payments according to the table above, or

(ii)    a production royalty equal to 4% of the gross sales price of any gold, silver, platinum or palladium recovered plus 2% of the gross sales price of any other minerals that the Company has recovered.

The lease expressly states that the Company has no rights to any oil, gas, hydrocarbons and geothermal resources that may be found on the property.

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Under certain conditions, Gold Standard Royalty Corp. may elect to take its production royalty in-kind rather than cash. In the event that the Company produces gold or other minerals from this property and pays Gold Standard Royalty Corp. a production royalty, then, within any one calendar year, the Company may use 100% of that year's advance minimum royalty payment as a credit against its production royalties payable for that year. If production royalty payments payable for that year are greater than the Company’s advance minimum royalty payment paid for that year, then the Company can credit all advance minimum royalty payments made in previous years against 50% of the production royalty payable for that year.

In the event that Gold Standard Royalty Corp. is paid a production royalty by the Company, the Company has the option to repurchase up to two points of the royalty payable on gold, silver, platinum or palladium, which would have the effect of thereafter permanently reducing the Lessor's production royalty on gold, silver, platinum or palladium from 4% to 2% of the Company’s gross sales price for those minerals. The purchase price for each royalty "point" shall be according to the following schedule:

Royalty point	Purchase price
First 1%	$1,500,000
Second 1%	3,000,000

The Company does not have the option to purchase the remaining 2% production royalty on gold, silver, platinum or palladium or the 2% production royalty applicable to all other minerals.

The lease requires the Company to perform $25,000 worth of physical work annually on the property for 2007, 2008 and 2009. Starting in 2010 and thereafter, the Company must perform a minimum of $50,000 worth of work annually on the property, of which at least $25,000 is physical work.

(f)       Staked claims -

(i)     Indian Creek -

The Company spent $27,952 on staking 88 claims comprising a contiguous claim group, named Indian Creek by the Company, located on the Independence-Eureka gold trend approximately five miles south of the Company’s RC project.

6.     PROPERTY

Property consists of the cost of mineral property rights, as follows:

	March 31, 2008			December 31, 2007
	Acquisition cost	Acquisition related legal fees	Total	Acquisition cost	Acquisition related legal fees	Total
CVN lease	$26,667	$12,312	$ 38,979	$26,667	$12,312	$ 38,979
RC lease	20,000	10,311	30,311	20,000	10,311	30,311
HC lease	20,000	10,311	30,311	20,000	10,311	30,311
Tempo lease	15,000	-	15,000	5,000	-	5,000
IC staked	10,000	17,952	27,952	10,000	17,952	27,952
Total	$91,667	$50,886	$142,553	$81,667	$50,886	$132,553

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7.     ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities include the following:

	March 31, 2008	December 31, 2007
Accounts payable-
Accrued legal fees	$303,656	$262,868
Accrued audit and other fees	35,000	35,000
Accrued consulting and accounting fees	4,164	24,898
Accrued withholding taxes on interest paid to foreign note holders (see Note 4(f))	15,000	15,000
Accrued exploration and field employee costs	6,901	7,487
Accrued wages and employee deductions	21,346	2,180
Accrued office expenses	961	751
Total	$387,028	$348,184
Accounts payable to related parties-
Accrued consulting, rent and accounting fees (Note 9)	$ 14,890	$ 18,096
Accrued travel and office expenses (Note 9)	12,492	-
Accrued legal costs - related parties (Note 9)	30,408	30,408
Accrued exploration costs – related parties (Note 9)	51,000	30,000
Total	$ 108,790	$ 78,504

8.     INCOME TAXES

The components of the Company’s deferred tax asset are as follows:

	March 31, 2008	December 31, 2007
Net operating loss carry-forward	$  802,000	$  723,000
Share-based payments	123,000	112,000
Exploration costs	58,000	51,000
Total deferred tax asset	983,000	886,000
Valuation allowance	(983,000)	(886,000)
Net deferred tax asset	$             -	$             -

The Company has recorded a valuation allowance sufficient to fully reserve the deferred tax asset as realization of the deferred tax asset is not reasonably assured because of the Company’s loss since inception. Management evaluates the need for a valuation allowance periodically.

At March 31, 2008, the Company had net operating loss carry-forwards of approximately $2,261,000 that may be used in future years to offset federal taxable income. Such carry-forwards begin expiring in 2026.

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9.     RELATED PARTY TRANSACTIONS

During the period from inception (May 5, 2006) to December 31, 2006, the Company entered into an employment agreement with Mathewson. This agreement requires the Company to pay Mathewson a net smelter royalty (“NSR”) of 1% for all prospects generated by him and which are acquired for staking by the Company, exclusive of the CVN, HC and RC properties described in Note 5. Mathewson is also granted a 1/2% NSR for all prospects he generates which are subsequently leased by the Company, as long as the lease carries a maximum NSR of 4% (including the 1/2%) and such lease does not adjoin claims from which he is otherwise entitled to receive NSRs. The Company may purchase such 1/2% NSR relating to leased prospects for $250,000.

During the three-month period ended March 31, 2008, the Company incurred consulting fees of $Nil and paid expenses of $Nil to firms controlled by two former directors. The Company incurred consulting fees and paid expenses to two former directors of $27,341 and $3,523, respectively for the three-month period ended March 31, 2007. For the period from inception (May 5, 2006) to March 31, 2008 the Company incurred consulting fees and paid expenses of $112,521 and $77,405 respectively. These directors subsequently resigned as part of the settlement referred to in Note 3.

During the three-month period ended March 31, 2008, the Company paid legal fees of $Nil to a legal firm controlled by two directors (three-month period ended March 31, 2007: $Nil). For the period from inception (May 5, 2006) to March 31, 2008, the Company incurred legal expenses of $85,253 with this firm, of which $20,000 has been capitalized to mineral property rights, $17,500 had been charged to debt financing costs (see Note 4(f)), $25,000 has been charged to prepaid offering costs, and the remainder has been charged to legal expense. The Company has accrued $19,890 in travel and business development costs at March 31, 2008, to reimburse one of the directors for expenses incurred while working on Company matters.

In July 2007, three of the Company’s directors and a former Company director advanced the Company a total of $30,000 for exploration costs (see Note 7). No terms of repayment have been set for these advances.

During the three-month period ended March 31, 2008, the Company paid a company controlled by the Corporate Secretary $12,500 in consulting fees and general administration costs, compared with $8,777 for the three-month period ended March 31, 2007. For the three-month period ended March 31, 2008, the Company also paid a company controlled by the Corporate Secretary $Nil in rent for the corporate head office, compared with $12,086 for the three-month period ended March 31, 2007. For the period from inception (May 5, 2006) to March 31, 2008, the Company paid $50,793 in consulting fees and general administration costs, as well as $39,681 in rent.

During the three-month period ended March 31, 2008, the Company paid $15,000 to a firm of which the Chief Financial Officer (“CFO”) is a principal. During the three-month period ended March 31, 2007, the Company paid $9,450 to another firm, of which the CFO was the managing partner. For the period from inception (May 5, 2006) to March 31, 2008, the Company paid $63,662 in accounting and CFO fees to firms of which the CFO is or previously was a principal or partner.

108

On December 10, 2007, the Company entered into an engagement agreement with Viewpoint Securities, LLC (“Viewpoint”), a broker-dealer, with which one of the Company’s shareholders is affiliated. Under this agreement, the Company retained Viewpoint as an exclusive advisor to provide corporate finance and investment banking related advice. The Company paid Viewpoint a $25,000 retainer. The agreement with Viewpoint is in effect until December 31, 2010 and may be renewed thereafter. Under the terms of the agreement, during the term of the agreement and for a period of three years thereafter, the Company will pay Viewpoint a cash fee equal to 3.5% of the value of any strategic partnership, joint or collaborative venture, strategic alliance or similar transaction with persons or entities introduced to the Company by Viewpoint during the term of the agreement. During the term of the agreement and for a period of two years thereafter, for any investor identified by Viewpoint during the term of the agreement who participates in an equity financing, the Company will pay Viewpoint a 10% cash commission and issue Viewpoint warrants to purchase shares of common stock equal to 10% of the value of the equity purchased by such investor. During the term of the agreement and for a period of two years thereafter, the Company will also pay Viewpoint a commission, based upon gross proceeds raised, to the extent that they identify any investors during the term of the agreement who participate in debt offerings. The agreement with Viewpoint requires the Company to admit a representative of Viewpoint as a non-voting observer to meetings of the Company’s Board of Directors and to copy Viewpoint on all actions taken by unanimous written consent in lieu of a meeting of the Board of Directors.

10.  CONCENTRATIONS OF CREDIT RISK

At March 31, 2008 and December 31, 2007, substantially all of the Company’s cash is held in US dollar denominated accounts within the US. The Company has not experienced losses on such accounts, nor does the Company believe that there is significant risk of loss on such accounts.

At March 31, 2008 and December 31, 2007, all of the Company’s mineral property rights were geographically concentrated in the State of Nevada.

11.  CONTINGENCIES

The Subscription Agreement for the private placement of 666,667 shares of common stock (see Note 4(b)) contains an anti-dilution provision under which, upon the effective date of the amended registration statement contemplated under Note 4(a), the purchaser will be issued an additional estimated 509,804 shares of common stock (dependent on the share price of the public offering contemplated in Note 4(a)). Including these estimated additional shares of common stock expected to be issued as a result of these anti-dilution provisions, the purchaser will acquire a total of 1,176,471 shares of common stock in this private placement (corresponding to approximately $0.43 per share).

The subscription agreement for the private placement of 266,667 shares of common stock (see Note 4(b)) contains an anti-dilution provision under which, subsequent to the filing of the amended registration statement contemplated under Note 4(a), the number of shares deemed purchased by this purchaser will be adjusted by an estimated additional 266,666 shares of common stock (dependent on the share price of the public offering contemplated in Note 4(a)) above the 266,667 shares of common stock purchased in this transaction. Including these estimated additional shares of common stock expected to be issued to this purchaser as a result of these anti-dilution provisions, the purchaser will acquire a total of 533,333 shares of common stock in this private placement (corresponding to approximately $0.38 per share).

Title searches have been conducted on the CVN, RC and HC properties. These searches have indicated that although the Company’s title to the properties is defensible, there are potentially conflicting claims which may impair title to certain portions of the Company’s claims. The Company is not insured against challenges, impairments or defects to its property title. The Company has not conducted a title survey on the Tempo property or the Indian Creek staked claims.

109

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

GLOSSARY

There are a number of technical terms that have been used in this Prospectus. For the convenience of the reader, we have defined these terms below:

"Arsenic" refers to a toxic metal the presence of which may be associated with the presence of gold ores.

"Breccia" refers to a type of rock the components of which are angular in shape, as opposed to a conglomerate, the components of which have been worn into a rounded shape.

"Bonanza vein" refers to a vein that is rich with gold.

"Horst block" refers to a raised fault block surrounded by normal faults, and may include host units that may be mineralized.

"Intrusion" refers to a mass of igneous rock that, while molten, was forced into or between other rocks.

"Lithology" refers to the character of a rock described in terms of its structure, color, mineral composition, grain-size, and arrangement of its component parts; all of those visible features that, in the aggregate, impart individuality onto a rock and distinguish it from another."Lode" refers to a deposit occurring in a place within definite boundaries separating it from the adjoining rocks.

"Lode" refers to a deposit occurring in a place within definite boundaries separating it from the adjoining rocks.

"Mafic" refers to ferromagnesian rock-forming silicates, in reference to certain types of igneous rocks and their constituent minerals.

"Mineral lode claim" refers to a portion of a vein or lode, and of the adjoining surface, which has been acquired by compliance with both federal and state laws; in other words, a portion of mining ground that is held under the General Mining Law and applicable Nevada law.

"Net smelter return" refers to the gross value of ores or concentrates shipped to a smelter or other processor (as reported on the smelter settlement sheet) less any of following expenses which we actually incur: (i) sales, use, gross receipts, severance and other taxes, if any, payable with respect to severance, production, removal, sale or disposition of the gold from our properties, but excluding any taxes on net income; (ii) charges and costs, if any, for transportation from the mine or mill to places where the gold is smelted, refined and/or sold, and (iii) charges, costs (including assaying and sampling costs specifically related to smelting and/or refining) and all penalties, if any, for smelting and/or refining. In the event that smelting or refining is carried our in a facility owned or controlled in whole or in part us, then charges, costs and penalties shall mean the amount that we would have incurred if such operations were carried out at facilities not owned or controlled by us and that offer comparable services for comparable products on prevailing terms. At this time, we do not own or control any facilities engaged in smelting or refining, nor do we intend to own or control any such facilities in the future.

"Reverse circulation hole" refers to a hole that has been drilled by a reverse circulation drill, which means that materials which are drilled underground are taken to the surface as the drilling goes on.

"Skarn" refers to a certain type of rock composed of lime-bearing silicates and derived from nearly pure limestones and dolomites in which large amounts of silicon, aluminum, iron and magnesium have been introduced. It is an environment favorable to gold deposits.

110

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Certificate of Incorporation and Section 102(b)(7) of the Delaware General Corporation Law, our directors will have no personal liability to us or to our stockholders for damages incurred as the result of the breach or alleged breach of fiduciary duty as a director involving any act or omission of any such director. This provision generally absolves our directors from personal liability for negligence, including gross negligence, in the performance of their duties. The effect of this provision in our Certificate of Organization is to eliminate our rights and the rights of our stockholders (through stockholders' derivative suits on our behalf) to recover damages against a director for breach of his fiduciary duty as a director, except in very limited circumstances. Under Section 102(b)(7) of the Delaware General Corporation Law, our directors will remain liable for any of the following acts: (i) breach of loyalty; (ii) acts committed in bad faith or intentionally or involving a knowing violation of the law; (iii) payment of unlawful dividends or unlawful purchase or redemption of stock, or (iv) transactions from which the director derived an improper personal benefit. We are also required under our Certificate of Incorporation to pay for the defense costs (including investigation costs) of any director against whom an arguably indemnifiable action is brought.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized statement of all expenses of this offering other than underwriter / agent discounts and commissions, if any. Any expenses which are not known are estimates determined by us according to our best efforts. We will pay the expenses of registering the selling shareholders' shares. The selling shareholders will be responsible for all other expenses and commissions that they may incur in selling their shares.

Offering Expense	Amount of Offering Expense
Registration Fees	$1,070.00
Blue Sky Fees and Expenses	15,000.001
Transfer Agent Fees	15,000.001
Printing and Engraving	15,000.001
Legal Fees	200,000.001,2
Accounting Fees	12,000.00
Miscellaneous Expenses	16,930.001
TOTAL:	$275,000.00

Notes:

¹ This expense is estimated.

² Excludes fees to Berns & Berns and fees to Hecht & Associates P.C. not related to this registration statement.

RECENT SALES OF UNREGISTERED SECURITIES

Since our formation in May 2006, we have sold and issued the following securities without registration under the Securities Act:

111

On May 8, 2006, we completed a private placement to five persons consisting of an aggregate of 12,500,000 shares of Common Stock and to four of the same persons, each of whom was an officer or director at the time, consisting of an aggregate of 9,900,000 units. Each unit consisted of one share of Common Stock and a warrant to purchase one share of Common Stock for $1, expiring on May 8, 2009. The price for per share of Common Stock and for each unit sold in this private placement was $.0001. We realized proceeds of $2,240 from this private placement. The sales and issuance of Common Stock and warrants to purchase Common Stock in this private placement were made by us in reliance of Section 4(2) of the Securities Act of 1933, as amended, and in further reliance of Regulation S as to foreign citizens and residents. The sales were made to accredited investors as defined in Rule 501(a) of the Securities Act or to persons outside the United States; no general solicitation was made by us or by any person acting on our behalf; and the certificates representing the shares of Common Stock would bear an appropriate legend that they have not been registered under the Securities Act, may not be offered or sold absent registration or pursuant to an exemption therefrom, and that the shares are subject to a Founders Agreement dated October 5, 2006 which restricts resale rights. As of December 7, 2007, our Board of Directors voted to supersede the Founders Agreement and impose resale restrictions on the shares of Common Stock still held by our founders to prohibit the resale of these shares of Common Stock until the six (6) month annivesary of the date that our Common Stock commences trading in the United States, which may be extended by the Board of Directors in its discretion for up to two (2) years following the date that our Common Stock commences trading in the United States. As the result of the settlement of our lawsuit described elsewhere in this Prospectus under the caption "Legal Proceedings", three of the purchasers in this private placement surrendered an aggregate of 12,915,000 shares of Common Stock, which includes 5,625,000 shares of Common Stock which they had purchased outright and 7,290,000 shares of Common Stock as part of the units which they had purchased. This constitutes 90% of the shares of Common Stock formerly held by these persons, who also surrendered to us an aggregate of 6,600,000 warrants, which constitutes 100% of our warrants that were held by them. On December 4, 2007, Mr. James Berns and Mr. Michael Berns, who currently are our directors, voluntarily surrendered to us an aggregate of 2,000,000 shares of Common Stock comprising the Units, and in consideration of $2, transferred warrants, which had been part of the units, to purchase 1,650,000 shares of Common Stock to David Mathewson, our President and Chief Geologist. On December 7, 2007, our Board of Directors changed the terms of these warrants so that their new exercise price is $0.55per share, expiring on the fifth (5^th) anniversary of the date that our Common Stock commences trading in the United States. No warrants have been exercised to date.

On May 9, 2006, we completed a private placement consisting of 7,500,000 shares of Common Stock. All 7,500,000 shares of Common Stock were sold to our President and Chief Geologist, David Mathewson, for $750, his agreement to become our President and Chief Geologist and in further consideration of his executing an agreement concerning this and other matters dated May 9, 2006. The terms and conditions respecting this private placement and other matters are set forth in an Amended and Restated Agreement dated November 20, 2006 and effective retroactively to May 9, 2006, and are also recited in our Funding Obligation Agreement with Mr. Mathewson dated December 13, 2007 that is currently in effect. The sale and issuance of shares of Common Stock in this private placement were made by us in reliance upon Section 4(2) of the Securities Act. This private placement was made to an accredited investor as defined in Rule 501(a) of the Securities Act; no general solicitation was made by us or by any person acting on our behalf; and the certificates representing the shares of Common Stock will contain an appropriate legend that they have not been registered under the Securities Act, may not be offered or sold absent registration or pursuant to an exemption therefrom, and are subject to contractual resale restrictions.

On May 10, 2006, we completed a private placement consisting of an aggregate of 9,550,000 shares of Common Stock to thirteen investors each of whom represented to us that they were an accredited investor as defined in Section 501(a) of the Securities Act. Each share of Common Stock was sold at a price of $.001. We realized proceeds of $9,550 from this private placement. Seven of these thirteen individual investors are affiliated with Osprey Capital Partners, Toronto, Canada, an investment banking firm which we had retained from time to time but which we will likely not retain again in the future. Please refer to the section captioned "Certain Relationships and Related Transactions" for more information. The sales and issuance of Common Stock in this private placement were made by us in reliance upon Section 4(2) of the Securities Act and, with respect to foreign citizens and residents, upon Regulation S. The sales were made to accredited investors or to persons outside the United States; no general solicitation was made by us or by any person acting on our behalf; the securities sold were subject to transfer restrictions, and the certificates representing the shares of Common Stock will contain an appropriate legend that they have not been registered under the Securities Act, may not be offered or sold absent registration or pursuant to an exemption therefrom, and are subject to contractual resale restrictions. As the result of the settlement of our lawsuit described elsewhere in this Prospectus under the caption "Legal Proceedings", ten of these thirteen investors returned to us an aggregate of 6,140,000 shares of Common Stock that they had purchased in this private placement.

Starting in June 2006, we sold an aggregate of $583,500 (principal amount) of convertible, non-transferrable promissory notes to 28 persons who represented that they are accredited investors as defined in Section 501(a) of the Securities Act. The notes were purchased at face value, accrued interest at a rate of 10% per year and were payable in one installment on their second anniversary. These notes automatically converted into 2,567,400 shares of Common Stock on May 14, 2007 at a conversion price of $.25 per share, including 10% interest which was paid in shares of Common Stock. These notes were sold in reliance upon Section 4(2) of the Securities Act and upon Regulation S with respect to foreign citizens and residents. The sales were made to accredited investors or to persons outside of the United States; no general solicitation was made by us or by any person acting on our behalf; the securities sold were subject to transfer restrictions, and the promissory notes contained an appropriate legend stating that they had not been registered under the Securities Act and could not be offered or sold absent registration or pursuant to an exemption therefrom.

Starting in August 2006, we sold an aggregate of $1,027,000 (principal amount) of convertible, non-transferrable promissory notes to 22 persons who represented that they are accredited investors as defined in Section 501(a) of the Securities Act. The notes were purchased at face value, accrued interest at a rate of 10% per year and were payable in one installment on their second anniversary. These notes automatically converted into 2,259,400 shares of Common Stock on May 14, 2007 at a conversion price of $.50 per share, including 10% interest which was paid in shares of Common Stock. These notes were sold in reliance upon Section 4(2) of the Securities Act and upon Regulation S with respect to foreign citizens and residents. The sales were made to accredited investors or to persons outside of the United States; no general solicitation was made by us or by any person acting on our behalf; the securities sold were subject to transfer restrictions, and the promissory notes contained an appropriate legend stating that they could not be offered or sold absent registration or pursuant to an exemption therefrom.

112

On September 15, 2006, we issued a stock option to our Chief Executive Officer, Mr. John M. Pritchard, to purchase 1,500,000 shares of Common Stock at an exercise price of $.25 with respect to the first 500,000 shares and an exercise price of $.50 with respect to the remaining 1,000,000 shares. Mr. Pritchard's option vested and became exercisable with respect to 300,000 shares on September 15, 2006. With respect to the remaining shares, his option to purchase 1,095.89 shares thereafter vest and become exercisable daily through September 14, 2009 on condition of his continued employment. His option to purchase all 1,500,000 shares shall have become vested and exercisable if he remains employed with us through September 14, 2009. As of March 31, 2008, Mr. Pritchard's option was vested and exercisable with respect to 916,986 shares. Any shares for which Mr. Pritchard's option is exercised are subject to voluntary resale restrictions prohibiting him from selling more than 1% of his share holdings during any consecutive three month calendar period commencing on June 1, 2007 and expiring on August 31, 2008. For purposes of this voluntary resale restriction, Mr. Pritchard's share holdings shall be deemed to equal the number of shares for which his option has vested.

On October 31, 2006, we issued a stock option to a consultant in Canada to purchase 100,000 shares of Common Stock at an exercise price of CAD $.50 per share. This option is fully vested, immediately exercisable, and expires on October 30, 2008.

On August 8, 2007, we completed a private placement consisting of 666,667 shares of Common Stock. All 666,667 shares of Common Stock were sold to a single foreign investor for $500,000, or approximately $.75 per share. The terms and conditions respecting this private placement are set forth in a Subscription Agreement dated August 8, 2007 as amended by an Amended Subscription Agreement dated August 30, 2007. The sale and issuance of shares of Common Stock in this private placement were made by us in reliance upon Regulation S promulgated under the Securities Act. The purchaser was not a "U.S. Person" as defined in Rule 902(k) of the Securities Act, is a citizen and resident of Kuwait, was not present in the United States when this transaction was negotiated and completed, and executed the Subscription Agreement and Amended Subscription Agreement outside the United States. No general solicitation was made by us or by any person acting on our behalf, and the certificate representing the shares of Common Stock will contain an appropriate legend that they have not been registered under the Securities Act and may not be offered or sold except in accordance with the provisions of Regulation S, or pursuant to registration or in accordance with an exemption therefrom. The Subscription Agreement for this private placement contains an anti-dilution provision under which, upon the effective date of this registration statement, the purchaser was issued an additional 509,804 shares of Common Stock at par value over and above the 666,667 shares of Common Stock purchased in this transaction. Including the additional shares of Common Stock issued as a result of these anti-dilution provisions, the purchaser acquired a total of 1,176,471 shares of Common Stock in this private placement (corresponding to approximately $0.43 per share).

On November 7, 2007, we completed a private placement consisting of 266,667 shares of Common Stock. All 266,667 shares of Common Stock were sold for $200,000 (approximately $.75 per share) to a single purchaser that represented it was an accredited investor as defined in Section 501(a) of the Securities Act. The terms and conditions respecting this private placement are set forth in a Subscription Agreement for Shares of Gold Run Inc. dated November 7, 2007. The sale and issuance of shares of Common Stock in this private placement were made by us in reliance upon Section 4(2) of the Securities Act. This private placement was made to an accredited investor as defined in Rule 501(a) of the Securities Act; no general solicitation was made by us or by any person acting on our behalf; and the certificate representing the shares of Common Stock will contain an appropriate legend that they have not been registered under the Securities Act, may not be offered or sold absent registration or pursuant to an exemption therefrom, and are subject to contractual resale restrictions. The Subscription Agreement for this private placement contains an anti-dilution provision under which, subsequent to the filing of this registration statement, the number of shares deemed purchased by this purchaser was adjusted by an additional 266,666 shares of Common Stock above the 266,667 shares of Common Stock purchased in this transaction. Including the additional shares of Common Stock deemed purchased by this purchaser as a result of these anti-dilution provisions, the purchaser acquired a total of 533,333 shares of Common Stock in this private placement (corresponding to approximately $0.38 per share).

On November 19, 2007, we completed a private placement wherein we sold for an aggregate of $4,000 (i) an aggregate of 3,000,000 shares of Common Stock at a price of $.001 per share, and (ii) a warrant to purchase 1,000,000 shares of Common Stock at $0.55, expiring on November 30, 2012, to five investors, each of whom represented to us that they were an accredited investor as defined in Section 501(a) of the Securities Act. This private placement was made to one of our seed investors (a foreign dealer) and certain of his associates, who have provided investment banking assistance to us in the past and is expected to assist us in the future. In making this private placement, we effected a reallocation of a portion of the seed securities recovered by us from the defendants (and certain of their associates) to our lawsuit as the result of the settlement of our lawsuit, which is discussed in the section captioned "Legal Proceedings". The investors who purchased our securities in this private placement consist of a foreign dealer and four foreign persons who are associated with it. The sale and issuance of securities in this private placement were made by us in reliance upon Regulation S. None of the purchasers were present in the United States when this transaction was negotiated and completed, and all of the purchasers executed their Subscription Agreements outside the United States. No general solicitation was made by us or by any person acting on our behalf, and the Warrant and the certificates representing the shares of Common Stock will contain an appropriate legend that they have not been registered under the Securities Act and may not be offered or sold except in accordance with the provisions of Regulation S, or pursuant to registration or in accordance with an exemption therefrom.

On March 14, 2008, we completed a private placement to two investors, each of whom represented to us that they are an accredited investor as defined in Section 501(a) of the Securities Act, whereby we are selling for an aggregate of $150,000 (i) an aggregate of 30,000 shares of Common Stock, and (ii) an aggregate of $150,000 (principal amount) worth of promissory notes, with interest payable at a rate of 10% per year. The promissory notes will become due and payable upon the earlier of the termination of this offering or the first anniversary of the dates of the notes. This private placement is made in reliance upon Regulation S promulgated under the Securities Act. The sales are being made to accredited investors or to persons outside the United States; no general solicitation is made by us or by any person acting on our behalf; the securities sold are subject to transfer restrictions, and the certificates representing the shares of Common Stock will contain an appropriate legend that they have not been registered under the Securities Act, may not be offered or sold absent registration or pursuant to an exemption therefrom.

113

EXHIBITS

The following is a list of the exhibits on file with the Securities and Exchange Commission.

Certificate of Incorporation	Exhibit 3.1
By-Laws	Exhibit 3.2
Form of $.75 Warrant registered hereunder	Exhibit 4.1
Form of $1.25 Warrant registered hereunder	Exhibit 4.2
Form of Founder Unit Warrant	Exhibit 4.3
Copy of John M. Pritchard Option Agreement	Exhibit 4.4
Opinion on Legality and Consent of Counsel	Exhibit 5.1
Copy of Crescent Valley North Lease	Exhibit 10.1
Copy of Robinson Creek Lease	Exhibit 10.2
Copy of Horse Creek Lease	Exhibit 10.3
Copy of Trevor Michael / 2120315 Ontario Inc. Consulting Agreement	Exhibit 10.4
Copy of Amended and Restated Agreement with David "Dave" Mathewson	Exhibit 10.5
Copy of Funding Obligation Agreement with David "Dave" Mathewson	Exhibit 10.6
Copy of David "Dave" Mathewson Employment Agreement	Exhibit 10.7
Copy of John M. Pritchard Employment Agreement	Exhibit 10.8
Copy of Brion Theriault Employment Agreement	Exhibit 10.9
Form of Mathewson-Theriault Stock Assignment Agreement	Exhibit 10.10
Copy of Share Purchase Agreement between Trevor Michael and Gordon Cooper	Exhibit 10.11
Copy of Share Purchase Agreement between Trevor Michael and Jasbir Gill	Exhibit 10.12
Copy of Escrow Agreement	Exhibit 10.13
Copy of Letter Agreement with David Mathewson	Exhibit 10.14
Copy of Tempo Mineral Prospect Lease	Exhibit 10.15
Copy of Subscription Agreement with Abdulsalam A. al-Abdulkarim	Exhibit 10.16
Copy of Amended Subscription Agreement with Abdulsalam A. al-Abdulkarim	Exhibit 10.17
Form of Subscription Agreement for Shares of Gold Run Inc. with Fischoff Family LLC	Exhibit 10.18
Copy of Subscription Agreements for Common Stock for November 19, 2007 Private Placement	Exhibit 10.19
Copy of Subscription Agreements for Warrant for November 19, 2007 Private Placement	Exhibit 10.20
Copies of Lockup Letters in Connection with November 19, 2007 Private Placement	Exhibit 10.21

114

Assignments of Common Stock to Company by James Berns and Michael Berns	Exhibit 10.22
Transfer of Warrants by James Berns and Michael Berns to David Mathewson	Exhibit 10.23
Form of Engagement Agreement with Viewpoint Securities, LLC	Exhibit 10.24
Form of Subscription Agreements and Promissory Notes for March 14, 2008 Private Placement	Exhibit 10.25
Code of Business Conduct and Ethics	Exhibit 14.1
Consent of Accountants	Exhibit 23.1
Copy of September 27, 2006 David Mathewson Letter	Exhibit 99.1
Copy of October 18, 2006 David Mathewson Letter	Exhibit 99.2
Title Report for Crescent Valley North	Exhibit 99.3
Title Report for Robinson Creek	Exhibit 99.4
Title Report for Horse Creek	Exhibit 99.5
Notice of Default dated September 14, 2007 (cured by Exhibit 10.6)	Exhibit 99.6
Copy of December 21, 2007 letter concerning assignment of the Tempo Lease to Gold Standard Royalty Corporation	Exhibit 99.7
Letter from David C. Mathewson extending exploration program financing tranche to June 29, 2008	Exhibit 99.8

115

UNDERTAKINGS

We hereby undertake the following:

(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 of 1933;

(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 together, represent a fundamental change in the information contained in the registration statement; and

(iii) To include any additional or changed material information on the plan of distribution.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each 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.

(3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) That, for the purpose of determining our liability under the Securities Act of 1933 to any purchaser in the initial distribution of our Common Stock, regardless of the underwriting method used to sell our Common Stock to any such purchaser, if our Common Stock is sold to any such purchaser by means of any of the following communications, we will be considered as the seller to you and we will be considered to have offered or sold our Common Stock (as the case may be) to any such purchaser:

(i) Any preliminary Prospectus, or any Prospectus from us relating to the offering required to be filed under Rule 424;

(ii) Any free writing Prospectus relating to the offering that is prepared by us or on our behalf or used or referred to by us;

(iii) The portion of any other free writing Prospectus relating to the offering containing material information about us or our securities and that is provided by us or on our behalf, and

(iv) Any other communication that is an offer in the offering that is made by us to any such purchaser.

(5) That, for the purpose of determining our liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

116

In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by any of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

* * *

117

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 of filing on Form S-1/A and authorized this registration statement to be signed on its behalf by the undersigned, in the City of New York, State of New York, on May [20], 2008.

GOLD RUN INC. /s/ David Mathewson	/s/ John M. Pritchard	/s/ Ernest M. Cleave
David Mathewson President and Director	John M. Pritchard Chief Executive Officer and Director	Ernest M. Cleave Chief Financial Officer and Controller

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following capacities and on the dates stated

/s/ Michael Berns

Michael Berns
Executive Chairman of the Board of Directors
May [20], 2008

/s/ James Berns

James Berns
Director
May [20], 2008

EX-3.(I)

     Exhibit 3.1

EX-3.(II)

GOLD RUN INC.
(A Delaware Company)

BYLAWS

TABLE OF CONTENTS

ARTICLE 1
STOCKHOLDERS	1
Section 1.1 Annual Meetings	1
Section 1.2 Special Meetings	1
Section 1.3 Notice of Meetings	1
Section 1.4 Business Transacted at Special Meetings of Stockholders	1
Section 1.5 Quorum	1
Section 1.6 Consent of Stockholders in Lieu of Meeting	2
Section 1.7 Approval or Ratification by Stockholders	2
ARTICLE 2
BOARD OF DIRECTORS	2
Section 2.1 General Powers	2
Section 2.2 Number and Term of Office	2
Section 2.3 Election of Directors	2
Section 2.4 Annual and Regular Meetings	3
Section 2.5 Special Meetings: Notice	3
Section 2.6 Quorum	3
Section 2.7 Telephone Meetings: Action Without a Meeting	3
Section 2.8 Resignations	4
Section 2.9 Removal of Directors	4

i

Section 2.10 Vacancies and Newly Created Directorships	4
Section 2.11 Compensation	4
ARTICLE 3
COMMITTEES	4
Section 3.1 How Constituted	4
Section 3.2 Powers	5
Section 3.3 Proceedings	5
Section 3.4 Quorum and Manner of Acting: Telephone Meetings	5
Section 3.5 Resignation	5
Section 3.6 Removal	5
Section 3.7 Vacancies	5
ARTICLE 4
OFFICERS
	6
Section 4.1 Number	6
Section 4.2 Election	6
Section 4.3 Additional Officers	6
Section 4.4 Salaries	6
Section 4.5 Resignations	6
Section 4.6 Removal and Vacancies	6
Section 4.7 Duties of the President	7
Section 4.8 Duties of the Vice Presidents	7
Section 4.9 Duties of the Secretary	7
Section 4.10 Duties of the Controller	7
Section 4.11 Employee Bonds	7

ii

ARTICLE 5
CAPITAL STOCK 8
Section 5.1 Certificates of Stock	8
Section 5.2 Signatures	8
Section 5.3 Lost, Stolen or Destroyed Certificates	8
Section 5.4 Transfer of Stock	8
Section 5.5 Record Date	8
Section 5.6 Registered Stockholders	9
ARTICLE 6
INDEMNIFICATION	9
Section 6.1 Actions Against Officers and Directors	9
Section 6.2 Insurance	9
ARTICLE 7
GENERAL PROVISIONS	9
Section 7.1 Dividends	9
Section 7.2 Reserves	10
Section 7.3 Checks	10
Section 7.4 Fiscal Year	10
Section 7.5 Seal	10
Section 7.6 Offices	10
ARTICLE 8
AMENDMENTS	10
Section 8.1 Amendments	10

iii

BY-LAWS

ARTICLE 1

STOCKHOLDERS

Section 1.1 Annual Meetings. The annual meeting of the Stockholders of the Company for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place either within or without the State of Delaware and at 10:00 A.M. local time on the fourth Tuesday in March (or, if such is a legal holiday, then on the next succeeding business day), or at such other time and date as shall be fixed from time to time by resolution of the Board of Directors and as set forth in the notice of the meeting. The Chairman of the Board or, in his absence, the President, shall determine the purpose or purposes and the agenda of and order of business at all regular and special meetings called by the Board and of any committee on which he serves.

Section 1.2 Special Meetings. Special meetings of the stockholders may be called at any time by the President (or, in the absence or disability of the President, by any Vice President), or by the Board of Directors, and may be called by one-fourth of the shares of stock of the Company issued and outstanding and entitled to vote at such meeting. Any such request by stockholders shall state the purpose or purposes of the proposed meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice.

Section 1.3 Notice of Meetings. The Secretary or any Assistant Secretary shall cause notice of the time, place and purpose or purposes of each meeting of the stockholders (such notice to contain the name of the person or persons calling the meeting, unless such meeting is the annual meeting of the stockholders) to be mailed, not less than ten but not more than sixty days prior to the meeting, to each stockholder of record entitled to vote at his post-office address as the same appears on the books of the Company at the time of such mailing. Such further notice shall be given as may be required by law. Notice of any meeting of stockholders need not be given to any stockholder who shall sign a waiver of such notice in writing, whether before or after the time of such meeting. Attendance of any stockholder at any meeting in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him. Notice of any adjourned meeting of the stockholders of the Company need not be given.

Section 1.4 Business Transacted at Special Meetings of Stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.

Section 1.5 Quorum. Except as at the time otherwise required by statute or by the Certificate of Incorporation, the presence at any stockholders meeting, in person or by proxy, of a majority of the shares of stock then issued and outstanding and entitled to vote at the meeting, shall be necessary and sufficient to constitute a quorum for the transaction of business.

Section 1.6 Consent of Stockholders in Lieu of Meeting. To the extent permitted by any statute at the time in force, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the Certificate of Incorporation or by these By-Laws, the meeting and vote of stockholders may be dispensed with if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 1.7 Approval or Ratification by Stockholders. The board of directors in its discretion may submit any act, transaction or contract for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the purpose of considering any such act, transaction or contract. Any act, transaction or contract that shall be approved or be ratified by the vote of the stockholders holding a majority in voting power of the issued and outstanding shares of the capital stock of the Company present in person or by proxy at such meeting and entitled to vote thereat on such matter (provided that a quorum shall be present) shall be as valid and as binding upon the Company and upon all the stockholders as if it had been approved or ratified by every stockholder of the Company.

ARTICLE 2

BOARD OF DIRECTORS

Section 2.1 General Powers. The property, affairs and business of the Company shall be managed by the Board of Directors. Each Director shall be at least eighteen years of age. The Board of Directors may exercise all the powers of the Company, whether derived from law or the Certificate of Incorporation, except such powers as are, by statute, by the Certificate of Incorporation or by these By- Laws, vested solely in the stockholders of the Company.

Section 2.2 Number and Term of Office. The Board of Directors shall consist of at least one and not more than seven Directors, such number to be fixed from time to time by resolution of the Board of Directors. The initial Board of Directors shall consist of one (1) Director. Each Director (whenever elected) shall hold office until his successor shall have been elected and shall qualify or until he shall have resigned in the manner provided in Section 2.8, or shall have been removed in the manner provided in Section 2.9.

Section 2.3 Election of Directors. The Directors elected by the Incorporator shall hold office until the first annual meeting of stockholders, and until their successors shall have been elected and qualified. Commencing with the first annual meeting of stockholders, except as otherwise provided in Sections 2.9 and 2.10, the Directors shall be elected annually at the annual meeting of the stockholders.

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In the event of the failure to elect Directors at an annual meeting of the stockholders, then Directors may be elected at any regular or special meeting of stockholders entitled to vote for the election of Directors provided that notice of such meeting shall contain mention of such purpose. At each meeting of the stockholders for the election of Directors, provided ai quorum is present, the Directors shall be chosen and elected by a plurality of the votes validly cast at such election.

Section 2.4 Annual and Regular Meetings. The annual meeting of the Board of Directors for the choosing of officers and for the transaction of such other business as may come before the meeting shall be held in each year as soon as possible after the annual meeting of the stockholders at the place of such annual meeting of the stockholders, and notice of such annual meeting of the Board of Directors shall not be required to be given. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix the time and place (which may be within or outside the State of Delaware) thereof. Notice of such regular meetings need not be given; provided, however, that in case the Board of Directors shall fix or change the time or place of regular meetings, notice of such action shall be mailed promptly to each Director who shall not have been present at the meeting at which such action was taken.

Section 2.5 Special Meetings: Notice. Special meetings of the Board of Directors shall be held whenever called by a majority of the Board of Directors, by the President (or, in the absence or disability of the President, by any Vice President), or by any two Directors, at such time and place (which may be within or outside of the State of Delaware) as may be specified in the respective notices or waivers of notice thereof. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the waiver of notice of such meeting. Special meetings of the Board of Directors may be called on one day’s notice to each Director, personally or by telephone, telegram, e-mail, or telecopier, or on two days’ notice by mail. Notice of any special meeting need not be given to any Director who shall be present at such meeting, and any business may be transacted thereat. No notice need be given of any adjourned meeting.

Section 2.6 Quorum. At all meetings of the Board of Directors, the presence of a majority of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except when otherwise required by statute, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn the meeting for time to time, until a quorum shall be present.

Section 2.7 Telephone Meetings: Action Without a Meeting. Any one or more members of the Board or any Committee thereof may participate in a meeting of the Board or Committee by means of a conference telephone or any means of communication by which all persons participating in the meeting can hear each other at the same time, and participation at such a meeting shall constitute presence in person at such meeting for all purposes. Any action required or permitted to be taken at any meeting of the Board of Directors or Committee may be taken without a meeting, if written consents thereto are signed by all members of the Board or Committee, as the case may be, and such written consents are filed with the minutes of proceedings of the Board or Committee.

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Section 2.8 Resignations. Any Director may resign at any time by delivering a written resignation to the Company. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 2.9 Removal of Directors. Except as the stockholders may otherwise agree, any Director may be removed at any time, upon the affirmative vote of the holders of majority of the outstanding shares of stock of the Company entitled to vote for the election of such Director, held at a special meeting of such stockholders called for the purpose. Except as the stockholders may otherwise agree, any vacancy in the Board of Directors caused by any such removal may be filled at such meeting by the stockholders entitled to vote for the election of the Director so removed. Except as the stockholders may otherwise agree, if such stockholders do not fill such vacancy at such meeting, such vacancy may be filled in the manner provided in Section 2.10.

Section 2.10 Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal (for or without cause) or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and, except as the stockholders may otherwise agree, such vacancies may be filled by a majority of the Directors then in office, though less than a quorum, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. Any such vacancies or newly created Directorships may also be filled by the stockholders in accordance with the provisions of Section 2.9.

Section 2.11 Compensation. The amount, if any, which each Director shall be entitled to receive as compensation for his services as such shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE 3

COMMITTEES

Section 3.1 How Constituted. The Board of Directors, by resolution or resolutions adopted by a majority of the whole Board of Directors, may designate an Executive Committee and/or one or more other Committees, each such Committee to consist of such number of Directors as from time to time shall be fixed by resolution or resolutions similarly passed. The Board of Directors shall designate the Chairman of each such committee. Thereafter, members (and alternate members, if any) of each such Committee shall be designated annually, in like manner, at any regular or special meeting of the Board of Directors; provided, however, that any such Committee, from time to time, may be abolished by resolution or resolutions similarly passed, and may be re-designated in like manner. Each member (and each such alternate member) of any such Committee shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his death, or until he shall have resigned in the manner provided in Section 2.8, or shall have been removed in the manner provided in Section 2.9.

4

Section 3.2 Powers. Each Committee shall have and may exercise such powers of the Board as provided by resolution or resolutions passed to the extent permitted by law. Any such Committee may be granted power to authorize the seal of the Company to be affixed to any or all papers which may require it.

Section 3.3 Proceedings. Subject to the provisions of Section 2.7, each such Committee may fix its own rules of procedure and may meet at any such place or places (within or outside the State of Delaware) at such time or times and upon such notice (or without notice) as it shall determine from time to time. It shall keep a record of its proceedings and shall report such proceedings to the Board of Directors at a meeting of the Board of Directors when required.

Section 3.4 Quorum and Manner of Acting; Telephone Meetings. Except as may be otherwise provided in the resolution designating any such Committee, at all meetings of any such Committee the presence of members (or alternate members, if any) consisting of a majority of the total authorized membership of such Committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of the majority of the members (or such alternates) present at any meeting at which a quorum is present shall be the act of such Committee. In the absence or disqualification of any member or alternate member of such Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The members (or such alternates) of any such Committee shall act only as a Committee, and individual members (or such alternates) thereof shall have no power as such. Telephonic meetings may be held as provided in Section 2.7.

Section 3.5 Resignation. Any member (and any alternate member) of any such Committee may resign at any time by delivering a written resignation to either the President, a Vice President, the Secretary or an Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 3.6 Removal. Except as the stockholders may otherwise agree, any member (and any alternate member) of any such Committee may be removed at any time, either for or without cause, by resolution adopted by the Board of Directors.

Section 3.7 Vacancies. If any vacancy shall occur in any such Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and such alternate members) shall continue to act and any such vacancy may, except as the stockholders may otherwise agree, be filled at any meeting of the Board of Directors by resolution adopted by the Board of Directors.

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ARTICLE 4

OFFICERS

Section 4.1 Number. The officers of the Company shall be chosen by the Board of Directors and may be a President, a Vice President, a Secretary and a Controller, who shall hold office until their successors are chosen and qualify. The Board of Directors may also choose one or more Assistant Vice Presidents, Assistant Secretaries and Assistant Controllers. Any number of offices may be held by the same person, but no officer may execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, by the Certificate of Incorporation, or by these By-laws to be executed, acknowledged, or verified by two or more officers, and the President (unless he shall be absent or unavailable, in which case the Controller) must be one of such executing, acknowledging or verifying officers.

Section 4.2 Election. The Directors elected by the Incorporator may elect a President, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, an Assistant Secretary, and a Controller. Thereafter, the Board of Directors at its first meeting of stockholders shall elect a President, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, an Assistant Secretary, and a Controller. Any officer so elected shall hold office for the term for which he is elected and until a successor is elected, subject to earlier termination due to removal or resignation.

Section 4.3 Additional Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4.4 Salaries. The salaries of all officers and agents of the Company shall be fixed by the Board of Directors.

Section 4.5 Resignations. Any officer may resign at any time by delivering a written resignation to the Company. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 4.6 Removal and Vacancies. Except as the stockholders may otherwise agree, any officer elected or appointed by the Board of Directors may be removed at any time either with or without cause by the affirmative vote of a majority of the Board of Directors. Except as the stockholders may otherwise agree, any vacancy occurring in any office of the Company shall be filled by the Board of Directors.

Section 4.7 Duties of the President. The President shall, when present, preside at all meetings of the stockholders, Directors, and all committees on which he serves, shall have the general and

6

executive management and control of the business of the Company, and shall see that all orders and votes of the Board are carried into effect, except where and to the extent that the execution of such orders and votes of the Board and management of the business of the Company are expressly delegated by the Board of Directors to some other officer or agent, or a Committee, of the Company. He shall execute bonds, mortgages, notes, contracts, agreements, and other contracts, obligations or instruments in the name of the Company, may countersign and deliver all certificates for shares of the capital stock of the Company and other documents requiring a seal under the seal of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent of the Company.

Section 4.8 Duties of the Vice Presidents. In the event of the absence or disability of the President, the first Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. Except where by law the signature of the President is required, the Vice President shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Company; provided the signature of the Controller of the Company shall also be obtained. The Vice President shall perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors or by the President.

Section 4.9 Duties of the Secretary. The Secretary shall, if present, act as Secretary of, and keep the minutes of, all the proceedings of the meetings of the stockholders and of the Board of Directors, and of any committee of the Board of Directors in one or more books to be kept for that purpose; shall perform such other duties as shall be assigned to him by the President or the Board of Directors; and, in general, shall perform all duties incident to the office of Secretary.

Section 4.10 Duties of the Controller. The Controller shall keep or cause to be kept full and accurate records of all receipts and disbursements in the books of the Company and shall have the care and custody of all funds and securities of the Company. He shall disburse the funds of the Company as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Controller, and shall perform such other duties as may be assigned to him by the President or the Board of Directors. He shall prepare or cause to be prepared appropriate financial statements for the Company. The Controller shall also perform such other duties as may be assigned to him by the President or the Board of Directors; and, in general, shall perform all duties incident to the office of Controller. Except where by law the signature of the President is required, the Controller shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Company; provided the signature of any Vice President of the Company shall also be obtained.

Section 4.11 Employee Bonds. The Board of Directors may require the Controller, the Assistant Controllers and any other officers, agents or employees of the Company to give bond for the faithful discharge of their duties, in such sum and of such character as the Board may from time to time prescribe.

7

ARTICLE 5

CAPITAL STOCK

Section 5.1 Certificates of Stock. Every holder of stock in the Company shall be entitled to have a certificate signed by, or in the name of the Company by, the President or Vice President, and by the Controller or an Assistant Controller, or the Secretary or an Assistant Secretary of the Company, certifying the number of shares owned by him in the Company. Each such certificate shall state upon the face thereof: (i) that the Company is formed under the laws of Delaware, (ii) the name of the person or persons to whom the stock is issued, and (iii) the number and class of shares, and the designation of the series, if any, which such certificate represents.

Section 5.2 Signatures. Any or all of the signatures on such certificate may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or its employee. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon a certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.3 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.4 Transfer of Stock. Except as the stockholders may otherwise agree, upon surrender to the Company or the transfer agent of the Company of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company to issue a new certificate .to the person entitled thereto, cancel the old certificate and record the transaction upon its books. With regard to any Stock issued by the Company in accordance with the provisions of Regulation S, promulgated under the Securities Act of 1933, as amended, the Company may refuse to register any transfer of the Stock, unless such transfer is made in accordance with the provisions of Regulation S.

Section 5.5 Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or

8

exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date, which shall not be more than fifty or less than ten days before the date of such meeting, or other corporate action or event to which it relates. If no record date is fixed, the record date shall be that date prescribed by statute as then in effect.

Section 5.6 Registered Stockholders. Prior to due presentment for registration of transfer of a security in registered form, the Company may treat the registered owner as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

ARTICLE 6

INDEMNIFICATION

Section 6.1 Actions Against Officers and Directors. The Company shall indemnify to the full extent now or hereafter authorized or permitted by the Delaware General Corporation Law (or any successor or related statute or statutes and whether or not specifically required, permitted, or authorized thereby) any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he is or was a director or officer of the Company or is or was serving as an officer or Director of any other Company at the request of the Company. In connection with such indemnification, the Company shall, to the full extent permitted by Delaware law, advance expenses to all such persons in connection with the investigation and defense of actions brought against them which are arguably indemnifiable. Directors and officers of the Company shall not be obligated to repay funds so advanced unless it shall be specifically determined that such director or officer shall not be entitled to such indemnification. In addition, such persons shall not be required to provide any collateral security to ensure repayment of the advanced funds. The indemnification provided by this Section shall not limit or exclude any rights, indemnities or limitations of liability to which any person may be entitled, whether as a matter of law, under the Company’s Certificate of Incorporation, by agreement, vote of the stockholders or disinterested directors of the Company, or otherwise. The indemnification provided hereby shall continue as to a person who has ceased to be a director or officer, inure to the benefit of his heirs, executors and administrators, and shall not be deemed exclusive of any other rights provided by any law, agreement, vote of stockholders or directors or otherwise. Except as and to the extent otherwise required by Delaware law, the directors of the Company shall not be liable to the Company or the stockholders of the Company for any damage arising out of or in connection with or resulting from any breach of a director’s fiduciary duty.

Section 6.2 Insurance. The Company may purchase and maintain insurance on behalf of any such person against any liability (including legal expenses) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the Delaware General Corporation Law or any successor or related statute or statutes.

9

ARTICLE 7

GENERAL PROVISIONS

Section 7.1 Dividends. Dividends upon the stock of the Company, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, bonds, in property, or in shares of stock, subject to provisions of the Certificate of Incorporation.

Section 7.2 Reserves. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purposes as the Directors shall think conducive to the interest of the Company, and the Directors may modify or abolish any such reserve.

Section 7.3 Checks. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time t.0 time designate.

Section 7.4 Fiscal Year. The fiscal year of the company shall be fixed by resolution of the Board of Directors.

Section 7.5 Seal. The corporate seal shall have inscribed thereon the name of the Company, the year of its incorporation, and the words “Corporate Seal, Delaware”. The seal may be used in causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.6 Offices. An office of the Company shall be located at such place or places as the Board of Directors shall designate from time to time. The Company may have offices at such places both within or outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Company may require.

ARTICLE 8

AMENDMENTS

Section 8.1 Amendments. Except as the stockholders may otherwise agree, these By- Laws may be altered, amended or repealed by a majority of the stockholders of the Company at any regular meeting of the stockholders or at any special meeting of the stockholders if notice of such alteration or repeal be contained in the notice of such special meeting. Except as the stockholders may otherwise agree, these By-Laws may likewise be amended by a majority vote of all Directors at any regular or special meeting of the Board of Directors if notice of such alteration or repeal be contained in the notice of such meeting.

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EX-4.1

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "US. SECURITIES ACT"). THIS WARRANT
CANNOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE
CONVEYED, IN WHOLE OR IN PART, BY THE WARRANTHOLDER, EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY. THE HOLDER HEREOF, BY PURCHASING THE WARRANT,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THE WARRANTS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATIONS UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH
LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS,
PRIOR TO ANY SUCH SALE OR TRANSFER SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE
COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
SALE OR TRANSFER MAY BE LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS.

                              WARRANTS TO PURCHASE
                         COMMON SHARES OF GOLD RUN INC.

WARRANT CERTIFICATE NUMBER: _________          NUMBER OF WARRANTS: _____________
                                                                      [NUMBER]

      THIS IS TO CERTIFY THAT for value received by Gold Run Inc. (the
"Company") on _____, 2008 ________ [name & address] (the "Warrantholder") has
the right to purchase in respect of each whole warrant (the "Warrants")
represented by this certificate or by a replacement certificate (in either case
this "Warrant Certificate"), at any time up to 5:00 p.m., New York time, on
__________ [one year after termination of Offering] (the "Expiry Time"), one
fully paid and non-assessable common share (the "Shares" and which term shall
include any shares or other securities to be issued in addition thereto or in
substitution or replacement therefor as provided herein) of the Company (the
"Company"), a company incorporated under the laws of Delaware, as constituted on
the date hereof at a purchase price (the "Exercise Price") of $0.75 per Share,
subject to adjustment as provided herein.

      The Company agrees that the Shares purchased pursuant to the exercise of
the Warrants shall be and be deemed to be issued to the Warrantholder as of the
close of business on the date on which this Warrant Certificate shall have been
surrendered and payment made for such Shares as aforesaid.


      Nothing contained herein shall confer any right upon the Warrantholder to
subscribe for or purchase any Shares at any time after the Expiry Time and from
and after the Expiry Time the Warrants and all rights under this Warrant
Certificate shall be void and of no value.

      The above provisions are subject to the following:

1. EXERCISE: In the event that the Warrantholder desires to exercise the right
to purchase Shares conferred hereby, the Warrantholder shall (a) complete in the
manner indicated and execute a subscription form attached as Schedule "A" to
this Warrant Certificate, (b) surrender this Warrant Certificate to the Company
at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada, and (c) pay the
amount payable on the exercise of such Warrants in respect of the Shares
subscribed for either in cash or by bank draft or certified check payable to the
Company. Upon such surrender and payment as aforesaid, the Warrantholder shall
be deemed for all purposes to be the holder of record of the number of Shares to
be so issued and the Warrantholder shall be entitled to delivery of a
certificate or certificates representing such Shares and the Company shall cause
such certificate or certificates to be delivered to the Warrantholder at the
address specified in the subscription form within three (3) business days of
such surrender and payment as aforesaid. No fractional Shares shall be issuable
upon any exercise of the Warrants and the Warrantholder shall not be entitled to
any cash payment or compensation in lieu of a fractional Share.

2. PARTIAL EXERCISE: The Warrantholder may, at any time without notice and from
time to time subscribe for and purchase any lesser number of Shares than the
number of Shares expressed in this Warrant Certificate. In the event that the
Warrantholder subscribes for and purchases any such lesser number of Shares
prior to the Expiry Time, the Warrantholder shall be entitled to receive a
replacement certificate representing the unexercised balance of the Warrants.

3. NOT A SHAREHOLDER: The holding of the Warrants shall not constitute the
Warrantholder a shareholder of the Company or entitle the Warrantholder to any
right or interest in respect thereof except as expressly provided in this
Warrant Certificate.

4. NON-TRANSFERABLE: This Warrant cannot be sold, assigned, transferred,
pledged, hypothecated, or otherwise conveyed, in whole or in part, by the
Warrantholder, except with the prior written consent of the Company.

5. COVENANTS AND REPRESENTATIONS: The Company hereby represents and warrants
that it is authorized to create and issue the Warrants and covenants and agrees
that it shall cause the Shares from time to time subscribed for and purchased in
the manner provided in this Warrant Certificate and the certificate representing
such Shares to be issued and that, at all times prior to the Expiry Time, it
shall reserve and there shall remain unissued a sufficient number of Shares to
satisfy the right of purchase provided for in this Warrant Certificate. The
Company hereby further covenants and agrees that it shall at its expense
expeditiously use its best efforts to obtain the listing of such Shares (subject
to issue or notice of issue) on each stock exchange or over-the-counter market
on which the Shares may be listed from time to time. All Shares which are issued
upon the exercise of the right of purchase provided in this Warrant Certificate,
upon payment therefor of the amount at which such Shares may be purchased
pursuant to the provisions of this Warrant Certificate, shall be and be deemed
to be fully paid and non-assessable common shares and free from all taxes, liens
and charges with respect to the issue thereof. The Company hereby represents and
warrants that this Warrant Certificate is a valid and enforceable obligation of
the Company, enforceable in accordance with the provisions of this Warrant
Certificate.


                                       2


6. ANTI-DILUTION PROTECTION: If this Warrant shall be exercised subsequent to
any stock dividend, split-up, recapitalization, reclassification, merger,
consolidation, combination or exchange of Shares, reorganization or liquidation
of the Company occurring after the date hereof, as a result of which shares of
any class shall be issued in respect of outstanding Shares of the Company (or
shall be issuable in respect to securities convertible into Shares) or upon
exercise of rights (other than this Warrant) to purchase Shares or Shares shall
be changed into the same or a different number of shares of the same or another
class or classes, the Warrantholder exercising this Warrant shall receive, for
the aggregate price paid upon such exercise, the aggregate number and class of
shares which such Warrantholder would have received thereafter if this Warrant
had been exercised immediately prior to the first such stock dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
reorganization or liquidation of the Company.

7. FURTHER ASSURANCES: The Company hereby covenants and agrees that it shall do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, all and every such other act, deed and assurance as the
Warrantholder shall reasonably require for the better accomplishing and
effectuating of the intentions and provisions of this Warrant Certificate.

8. TIME OF ESSENCE: Time shall be of the essence of this Warrant.

9. GOVERNING LAWS: This Warrant shall be construed in accordance with the laws
of the State of Delaware.

10. NOTICES: All notices or other communications to be given under this Warrant
shall be delivered by hand or by telecopier and, if delivered by hand, shall be
deemed to have been given on the delivery date and, if sent by telecopier, on
the date of transmission if sent before 5:00 p.m. on a business day or, if such
day is not a business day, on the first business day following the date of
transmission.

                  Notices to the Company shall be addressed to:

                                  Gold Run Inc.
                                 330 Bay Street
                                    Suite 820
                            Toronto, Ontario M5H 2S8
                                     Canada
               Attention: John Pritchard, Chief Executive Officer
                           Telecopier: (416) 363-0151

Notices to the Warrantholder shall be addressed to the address of the
Warrantholder set out on the face page of this Warrant Certificate.


                                       3


The Company and the Warrantholder may change its address for service by notice
in writing to the other of them specifying its new address for service under
this Warrant Certificate.

11. LEGENDS ON COMMON SHARES: Any certificate representing Shares issued upon
the exercise of the Warrant shall bear the following legends:

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
      SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
      FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD
      OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED
      STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
      SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND
      REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
      REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
      SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO ANY SUCH SALE OR TRANSFER
      SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER MAY BE
      LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

12. LOST CERTIFICATE: If this Warrant Certificate or any replacement hereof
becomes stolen, lost, mutilated or destroyed, the Company shall, on such terms
as it may in its discretion impose, acting reasonably, issue and deliver a new
certificate, in form identical hereto but with appropriate changes, representing
any unexercised portion of the subscription rights represented hereby to replace
the certificate so stolen, lost, mutilated or destroyed.

      IN WITNESS WHEREOF the Company has caused this certificate to be signed by
an authorized officer as of the ___ day of _____ 2008.

                                                      GOLD RUN INC.

                                                      By:__________________
                                                         John Pritchard
                                                         Chief Executive Officer


                                       4


                                                                    SCHEDULE "A"

                                TO: GOLD RUN INC.
                                SUBSCRIPTION FORM

      The undersigned hereby subscribes for _____________ common shares
("Shares") of Gold Run Inc. (the Company") (or such other number of common
shares or other securities to which such subscription entitles the undersigned
in lieu thereof or in addition thereto pursuant to the provisions of the warrant
certificate (the "WARRANT CERTIFICATE") dated as of the ____ day of ______ 2008
issued by the Company) at the purchase price of $0.75 per Share if subscribed
for at time prior to 5:00 p.m. (New York time) on [date one year after
termination of Offering] (or at such other purchase price as may be in effect
under the provisions of the Warrant Certificate) and on and subject to the other
terms and conditions specified in the Warrant Certificate and hereunder and
encloses herewith a check, bank draft or money order or has transmitted good
same day funds by wire or other lawful money of the United States payable to or
to the order of the Company in payment of the subscription price.

      In the event the Shares underlying exercise of the Warrants have not be
registered under the Securities Act, the Warrantholder represents that it is an
"accredited investor" as such term is defined in Rule 501(a) under the
Securities Act, as set forth at Appendix I hereto, and has checked the
applicable category of "accredited investor" on Appendix I.

      The undersigned hereby directs that the Shares subscribed for be
registered and delivered as follows:

Name in Full: ____________________________________
Address: _________________________________________
Number of Common Shares: _________________________

DATED this     day of _____, 200 __.
By: _______________________________


                                       5


                                   APPENDIX I

The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX I ARE IN U.S. CURRENCY.

_____       a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
            any savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the Securities Act whether acting in its
            individual or fiduciary capacity; any broker or dealer registered
            pursuant to Section 15 of the Securities Exchange Act of 1934;
            insurance company as defined in Section 2(13) of the Securities Act;
            investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of the Securities Act; Small Business Investment Company
            licensed by the U.S. Small Business Administration under Section
            301(c) or (d) of the Small Business Investment Act of 1958; any plan
            established and maintained by a state, its political subdivisions,
            or any agency or instrumentality of a state or its political
            subdivisions for the benefit of its employees, if such plan has
            total assets in excess of $5,000,000; employee benefit plan within
            the meaning of Title I of the Employee Retirement Income Security
            Act of 1974, if the investment decision is made by a plan fiduciary,
            as defined in Section 3(21) of such act, which is either a bank,
            savings and loan association, insurance company, or registered
            investment adviser, or if the employee benefit plan has total assets
            in excess of $5,000,000 or, if a self-directed plan, with investment
            decisions made solely by persons that are accredited investors;

_____       b) Any private business development company as defined in Section
            202(a)(22) of the Investment Advisers Act of 1940;

_____       c) Any organization described in Section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000;

_____       d) Any director, executive officer, or general partner of the issuer
            of the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

_____       e) Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

_____       f) Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;

_____       g) Any trust, with total assets in excess of $5,000,000, not formed
            for the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and


                                       6


_____       h) Any entity in which all of the equity owners are accredited
            investors.

                                                   __________________________
                                                   Name of Investor

                                                   By:  _____________________
                                                   Name:
                                                   Title:

                                                   Date: ____________________


                                       7

EX-4.2

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "US. SECURITIES ACT"). THIS WARRANT
CANNOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE
CONVEYED, IN WHOLE OR IN PART, BY THE WARRANTHOLDER, EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY. THE HOLDER HEREOF, BY PURCHASING THE WARRANT,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THE WARRANTS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATIONS UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH
LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS,
PRIOR TO ANY SUCH SALE OR TRANSFER SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE
COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
SALE OR TRANSFER MAY BE LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS.

                              WARRANTS TO PURCHASE
                         COMMON SHARES OF GOLD RUN INC.

WARRANT CERTIFICATE NUMBER: _________          NUMBER OF WARRANTS: _____________
                                                                      [NUMBER]

      THIS IS TO CERTIFY THAT for value received by Gold Run Inc. (the
"Company") on _____, 2008 ________ [name & address] (the "Warrantholder") has
the right to purchase in respect of each whole warrant (the "Warrants")
represented by this certificate or by a replacement certificate (in either case
this "Warrant Certificate"), at any time up to 5:00 p.m., New York time, on
__________ [two years after termination of Offering] (the "Expiry Time"), one
fully paid and non-assessable common share (the "Shares" and which term shall
include any shares or other securities to be issued in addition thereto or in
substitution or replacement therefor as provided herein) of the Company (the
"Company"), a company incorporated under the laws of Delaware, as constituted on
the date hereof at a purchase price (the "Exercise Price") of $1.25 per Share,
subject to adjustment as provided herein.

      The Company agrees that the Shares purchased pursuant to the exercise of
the Warrants shall be and be deemed to be issued to the Warrantholder as of the
close of business on the date on which this Warrant Certificate shall have been
surrendered and payment made for such Shares as aforesaid.


      Nothing contained herein shall confer any right upon the Warrantholder to
subscribe for or purchase any Shares at any time after the Expiry Time and from
and after the Expiry Time the Warrants and all rights under this Warrant
Certificate shall be void and of no value.

      The above provisions are subject to the following:

1. EXERCISE: In the event that the Warrantholder desires to exercise the right
to purchase Shares conferred hereby, the Warrantholder shall (a) complete in the
manner indicated and execute a subscription form attached as Schedule "A" to
this Warrant Certificate, (b) surrender this Warrant Certificate to the Company
at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada, and (c) pay the
amount payable on the exercise of such Warrants in respect of the Shares
subscribed for either in cash or by bank draft or certified check payable to the
Company. Upon such surrender and payment as aforesaid, the Warrantholder shall
be deemed for all purposes to be the holder of record of the number of Shares to
be so issued and the Warrantholder shall be entitled to delivery of a
certificate or certificates representing such Shares and the Company shall cause
such certificate or certificates to be delivered to the Warrantholder at the
address specified in the subscription form within three (3) business days of
such surrender and payment as aforesaid. No fractional Shares shall be issuable
upon any exercise of the Warrants and the Warrantholder shall not be entitled to
any cash payment or compensation in lieu of a fractional Share.

2. PARTIAL EXERCISE: The Warrantholder may, at any time without notice and from
time to time subscribe for and purchase any lesser number of Shares than the
number of Shares expressed in this Warrant Certificate. In the event that the
Warrantholder subscribes for and purchases any such lesser number of Shares
prior to the Expiry Time, the Warrantholder shall be entitled to receive a
replacement certificate representing the unexercised balance of the Warrants.

3. NOT A SHAREHOLDER: The holding of the Warrants shall not constitute the
Warrantholder a shareholder of the Company or entitle the Warrantholder to any
right or interest in respect thereof except as expressly provided in this
Warrant Certificate.

4. NON-TRANSFERABLE: This Warrant cannot be sold, assigned, transferred,
pledged, hypothecated, or otherwise conveyed, in whole or in part, by the
Warrantholder, except with the prior written consent of the Company.

5. COVENANTS AND REPRESENTATIONS: The Company hereby represents and warrants
that it is authorized to create and issue the Warrants and covenants and agrees
that it shall cause the Shares from time to time subscribed for and purchased in
the manner provided in this Warrant Certificate and the certificate representing
such Shares to be issued and that, at all times prior to the Expiry Time, it
shall reserve and there shall remain unissued a sufficient number of Shares to
satisfy the right of purchase provided for in this Warrant Certificate. The
Company hereby further covenants and agrees that it shall at its expense
expeditiously use its best efforts to obtain the listing of such Shares (subject
to issue or notice of issue) on each stock exchange or over-the-counter market
on which the Shares may be listed from time to time. All Shares which are issued
upon the exercise of the right of purchase provided in this Warrant Certificate,
upon payment therefor of the amount at which such Shares may be purchased
pursuant to the provisions of this Warrant Certificate, shall be and be deemed
to be fully paid and non-assessable common shares and free from all taxes, liens
and charges with respect to the issue thereof. The Company hereby represents and
warrants that this Warrant Certificate is a valid and enforceable obligation of
the Company, enforceable in accordance with the provisions of this Warrant
Certificate.


                                       2


6. ANTI-DILUTION PROTECTION: If this Warrant shall be exercised subsequent to
any stock dividend, split-up, recapitalization, reclassification, merger,
consolidation, combination or exchange of Shares, reorganization or liquidation
of the Company occurring after the date hereof, as a result of which shares of
any class shall be issued in respect of outstanding Shares of the Company (or
shall be issuable in respect to securities convertible into Shares) or upon
exercise of rights (other than this Warrant) to purchase Shares or Shares shall
be changed into the same or a different number of shares of the same or another
class or classes, the Warrantholder exercising this Warrant shall receive, for
the aggregate price paid upon such exercise, the aggregate number and class of
shares which such Warrantholder would have received thereafter if this Warrant
had been exercised immediately prior to the first such stock dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
reorganization or liquidation of the Company.

7. FURTHER ASSURANCES: The Company hereby covenants and agrees that it shall do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, all and every such other act, deed and assurance as the
Warrantholder shall reasonably require for the better accomplishing and
effectuating of the intentions and provisions of this Warrant Certificate.

8. TIME OF ESSENCE: Time shall be of the essence of this Warrant.

9. GOVERNING LAWS: This Warrant shall be construed in accordance with the laws
of the State of Delaware.

10. NOTICES: All notices or other communications to be given under this Warrant
shall be delivered by hand or by telecopier and, if delivered by hand, shall be
deemed to have been given on the delivery date and, if sent by telecopier, on
the date of transmission if sent before 5:00 p.m. on a business day or, if such
day is not a business day, on the first business day following the date of
transmission.

                  Notices to the Company shall be addressed to:

                                  Gold Run Inc.
                                 330 Bay Street
                                    Suite 820
                            Toronto, Ontario M5H 2S8
                                     Canada
               Attention: John Pritchard, Chief Executive Officer
                           Telecopier: (416) 363-0151

Notices to the Warrantholder shall be addressed to the address of the
Warrantholder set out on the face page of this Warrant Certificate.


                                       3


The Company and the Warrantholder may change its address for service by notice
in writing to the other of them specifying its new address for service under
this Warrant Certificate.

11. LEGENDS ON COMMON SHARES: Any certificate representing Shares issued upon
the exercise of the Warrant shall bear the following legends:

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
      SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
      FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD
      OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED
      STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
      SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND
      REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
      REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
      SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO ANY SUCH SALE OR TRANSFER
      SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER MAY BE
      LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

12. LOST CERTIFICATE: If this Warrant Certificate or any replacement hereof
becomes stolen, lost, mutilated or destroyed, the Company shall, on such terms
as it may in its discretion impose, acting reasonably, issue and deliver a new
certificate, in form identical hereto but with appropriate changes, representing
any unexercised portion of the subscription rights represented hereby to replace
the certificate so stolen, lost, mutilated or destroyed.

      IN WITNESS WHEREOF the Company has caused this certificate to be signed by
an authorized officer as of the ___ day of _____ 2008.

                                                      GOLD RUN INC.

                                                      By:__________________
                                                         John Pritchard
                                                         Chief Executive Officer


                                       4


                                                                    SCHEDULE "A"

                                TO: GOLD RUN INC.
                                SUBSCRIPTION FORM

      The undersigned hereby subscribes for _____________ common shares
("Shares") of Gold Run Inc. (the Company") (or such other number of common
shares or other securities to which such subscription entitles the undersigned
in lieu thereof or in addition thereto pursuant to the provisions of the warrant
certificate (the "WARRANT CERTIFICATE") dated as of the ____ day of ______ 2008
issued by the Company) at the purchase price of $0.75 per Share if subscribed
for at time prior to 5:00 p.m. (New York time) on [date one year after
termination of Offering] (or at such other purchase price as may be in effect
under the provisions of the Warrant Certificate) and on and subject to the other
terms and conditions specified in the Warrant Certificate and hereunder and
encloses herewith a check, bank draft or money order or has transmitted good
same day funds by wire or other lawful money of the United States payable to or
to the order of the Company in payment of the subscription price.

      In the event the Shares underlying exercise of the Warrants have not be
registered under the Securities Act, the Warrantholder represents that it is an
"accredited investor" as such term is defined in Rule 501(a) under the
Securities Act, as set forth at Appendix I hereto, and has checked the
applicable category of "accredited investor" on Appendix I.

      The undersigned hereby directs that the Shares subscribed for be
registered and delivered as follows:

Name in Full: ____________________________________
Address: _________________________________________
Number of Common Shares: _________________________

DATED this     day of _____, 200 __.
By: _______________________________


                                       5


                                   APPENDIX I

The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX I ARE IN U.S. CURRENCY.

_____       a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
            any savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the Securities Act whether acting in its
            individual or fiduciary capacity; any broker or dealer registered
            pursuant to Section 15 of the Securities Exchange Act of 1934;
            insurance company as defined in Section 2(13) of the Securities Act;
            investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of the Securities Act; Small Business Investment Company
            licensed by the U.S. Small Business Administration under Section
            301(c) or (d) of the Small Business Investment Act of 1958; any plan
            established and maintained by a state, its political subdivisions,
            or any agency or instrumentality of a state or its political
            subdivisions for the benefit of its employees, if such plan has
            total assets in excess of $5,000,000; employee benefit plan within
            the meaning of Title I of the Employee Retirement Income Security
            Act of 1974, if the investment decision is made by a plan fiduciary,
            as defined in Section 3(21) of such act, which is either a bank,
            savings and loan association, insurance company, or registered
            investment adviser, or if the employee benefit plan has total assets
            in excess of $5,000,000 or, if a self-directed plan, with investment
            decisions made solely by persons that are accredited investors;

_____       b) Any private business development company as defined in Section
            202(a)(22) of the Investment Advisers Act of 1940;

_____       c) Any organization described in Section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000;

_____       d) Any director, executive officer, or general partner of the issuer
            of the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

_____       e) Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

_____       f) Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;

_____       g) Any trust, with total assets in excess of $5,000,000, not formed
            for the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and


                                       6


_____       h) Any entity in which all of the equity owners are accredited
            investors.

                                                   __________________________
                                                   Name of Investor

                                                   By:  _____________________
                                                   Name:
                                                   Title:

                                                   Date: ____________________


                                       7

EX-4.3

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO ANY SUCH SALE OR TRANSFER SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER MAY BE LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

WARRANTS TO PURCHASE
COMMON SHARES OF GOLD RUN INC.

Warrant Certificate Number: Number of Warrants:
[NUMBER]

THIS IS TO CERTIFY THAT for value received by Gold Run Inc. (the “Company”) on May 8, 2006 [name & address] (the “Warrantholder”) has the right to purchase in respect of each whole warrant (the “Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant Certificate”), at any time up to 5:00 p.m., New York time, on May 8, 2009 (the “Expiry Time”), one fully paid and non-assessable common share (the “Shares” and which term shall include any shares or other securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of the Company (the “Company”), a company incorporated under the laws of Delaware, as constituted on the date hereof at a purchase price (the “Exercise Price”) of $1.00 per Share, subject to adjustment as provided herein.

The Company agrees that the Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Shares as aforesaid.

Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value.

The above provisions are subject to the following:

1. Exercise: In the event that the Warrantholder desires to exercise the right to purchase Shares conferred hereby, the Warrantholder shall (a) complete in the manner indicated and execute a subscription form attached as Schedule “A” to this Warrant Certificate, (b) surrender this Warrant Certificate to the Company at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada, and (c) pay the amount payable on the exercise of such Warrants in respect of the Shares subscribed for either in cash or by bank draft or certified check payable to the Company. Upon such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes to be the holder of record of the number of Shares to be so issued and the Warrantholder shall be entitled to delivery of a certificate or certificates representing such Shares and the Company shall cause such certificate or certificates to be delivered to the Warrantholder at the address specified in the subscription form within three (3) business days of such surrender and payment as aforesaid. No fractional Shares shall be issuable upon any exercise of the Warrants and the Warrantholder shall not be entitled to any cash payment or compensation in lieu of a fractional Share.

2. Partial Exercise: The Warrantholder may, at any time without notice and from time to time subscribe for and purchase any lesser number of Shares than the number of Shares expressed in this Warrant Certificate. In the event that the Warrantholder subscribes for and purchases any such lesser number of Shares prior to the Expiry Time, the Warrantholder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.

3. Not a Shareholder: The holding of the Warrants shall not constitute the Warrantholder a shareholder of the Company or entitle the Warrantholder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

4. Covenants and Representations: The Company hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it shall cause the Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate representing such Shares to be issued and that, at all times prior to the Expiry Time, it shall reserve and there shall remain unissued a sufficient number of Shares to satisfy the right of purchase provided for in this Warrant Certificate. The Company hereby further covenants and agrees that it shall at its expense

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expeditiously use its best efforts to obtain the listing of such Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Shares may be listed from time to time. All Shares which are issued upon the exercise of the right of purchase provided in this Warrant Certificate, upon payment therefor of the amount at which such Shares may be purchased pursuant to the provisions of this Warrant Certificate, shall be and be deemed to be fully paid and non-assessable common shares and free from all taxes, liens and charges with respect to the issue thereof. The Company hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation of the Company, enforceable in accordance with the provisions of this Warrant Certificate.

5. Anti-Dilution Protection: If this Warrant shall be exercised subsequent to any stock dividend, split-up, recapitalization, reclassification, merger, consolidation, combination or exchange of Shares, reorganization or liquidation of the Company occurring after the date hereof, as a result of which shares of any class shall be issued in respect of outstanding Shares of the Company (or shall be issuable in respect to securities convertible into Shares) or upon exercise of rights (other than this Warrant) to purchase Shares or Shares shall be changed into the same or a different number of shares of the same or another class or classes, the Warrantholder exercising this Warrant shall receive, for the aggregate price paid upon such exercise, the aggregate number and class of shares which such Warrantholder would have received thereafter if this Warrant had been exercised immediately prior to the first such stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of shares, reorganization or liquidation of the Company.

6. Further Assurances: The Company hereby covenants and agrees that it shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Warrantholder shall reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Warrant Certificate.

7. Time of Essence: Time shall be of the essence of this Warrant.

8. Governing Laws: This Warrant shall be construed in accordance with the laws of the State of Delaware.

9. Notices: All notices or other communications to be given under this Warrant shall be delivered by hand or by telecopier and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by telecopier, on the date of transmission if sent before 5:00 p.m. on a business day or, if such day is not a business day, on the first business day following the date of transmission.

Notices to the Company shall be addressed to:

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
Canada

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Attention: John Pritchard, Chief Executive Officer
Telecopier: (416) 363-0151

Notices to the Warrantholder shall be addressed to the address of the Warrantholder set out on the face page of this Warrant Certificate.

The Company and the Warrantholder may change its address for service by notice in writing to the other of them specifying its new address for service under this Warrant Certificate.

10. Legends on Common Shares: Any certificate representing Shares issued upon the exercise of the Warrant shall bear the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO ANY SUCH SALE OR TRANSFER SET FORTH IN (A)-(D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER MAY BE LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

11. Lost Certificate: If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the Company shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate, in form identical hereto but

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with appropriate changes, representing any unexercised portion of the subscription rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.

IN WITNESS WHEREOF the Company has caused this certificate to be signed by an authorized officer as of the ___ day of _____ 2006.

GOLD RUN INC.
By:
	John Pritchard Chief Executive Officer

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Schedule “A”

TO: GOLD RUN INC.

SUBSCRIPTION FORM

The undersigned hereby subscribes for _____________ common shares (“Shares”) of Gold Run Inc. (the Company”) (or such other number of common shares or other securities to which such subscription entitles the undersigned in lieu thereof or in addition thereto pursuant to the provisions of the warrant certificate (the “Warrant Certificate”) dated as of the 8th day of May 2006 issued by the Company) at the purchase price of $1.00 per Share if subscribed for at time prior to 5:00 p.m. (New York time) on May 8, 2009 (or at such other purchase price as may be in effect under the provisions of the Warrant Certificate) and on and subject to the other terms and conditions specified in the Warrant Certificate and hereunder and encloses herewith a check, bank draft or money order or has transmitted good same day funds by wire or other lawful money of the United States payable to or to the order of the Company in payment of the subscription price.

The undersigned hereby directs that the Shares subscribed for be registered and delivered as follows:

Name in Full:
Address:
Number of Common Shares:
DATED this     day of _____ , 200 __ .

By: ___________________________

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EX-4.4

OPTION AGREEMENT

THIS AGREEMENT dated as of the 15th day of September, 2006, between John Pritchard (the “Optionee”) and Gold Run Inc. (the “Optionor”);

WHEREAS the Optionee has entered into an Employment Agreement with the Optionor dated of even-date herewith (the “Employment Agreement”);

AND WHEREAS the Optionor desires to grant to the Optionee and option to purchase the Optioned Shares (as defined below) on the terms and conditions set out herein;

NOW THEREFORE in consideration of the mutual promises contained herein and the payment of $1 by each party hereto to the other and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

In this Agreement and the recitals hereto, unless the context otherwise requires, the following words and expressions shall have the following meanings:

(a) “Cause” has the meaning ascribed to such term in the Employment Agreement;

(b) “Expiry Date” means September 14, 2011 at 11:59 p.m. (Toronto time);

(c) “Date of Termination” means the actual date of termination for any reason of the office or employment of the Optionee, and does not include any period during which the Optionee is in receipt of or is eligible to receive any statutory, contractual or common law notice or compensation in lieu thereof or severance payments following the actual date of termination or resignation;

(c) “Option Notice” means a notice indicating that the Optionee is exercising the Option in whole or in part;

(d) “Option Price” means US $0.25 per Optioned Share on the first 500,000 Optioned Shares acquired on exercise of the Option pursuant to this Agreement and US $0.50 per Optioned Share on the remaining

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1,000,000 Optioned Shares acquired on exercise of the Option pursuant to this Agreement;

(e) Optioned Shares” means the common shares of the Optionor that may be subscribed for by the Optionee pursuant to the terms of this Agreement, being 1,500,000 common shares of the Optionor and “Optioned Share” means any one of such common shares of the Optionor.

1.2 Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof’, ‘hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement;

1.3 Time Periods

When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded.

1.4 Extended Meanings

Words importing the singular number only shall include the plural and vice versa and words importing gender shall include masculine, feminine and neuter genders.

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ARTICLE 2
OPTION

2.1 Option Grant

The Optionor hereby grants to the Optionee the option (the “Option”) to purchase the Optioned Shares, at the Option Price, subject to the terms and provisions of this Agreement, and in particular as follows:

2.1.1 300,000 of the Optioned Shares, which shall vest and shall be available for exercise on the date of execution of this agreement;

2.1.2 a further 400,000 Optioned Shares, which shall vest and shall be available for exercise during the period September 15, 2006 through September 14, 2007 pro-rata on a daily basis. For clarity, as a result of the preceding sentence, on each day commencing September 15, 2066 up to and including September 14, 2007, the Optionee will have the option to subscribe for 1,095.89 Optioned Shares;

2.1.3 a further 400,000 Optioned Shares, which shall vest and shall be available for exercise during the period September 15 ,2007 through September 14, 2008 pro-rata on a daily basis;

2.1.4 the final 400,000 Optioned Shares, which shall vest and shall be available for exercise during the period September 15, 2008 through September 14, 2009 pro-rata on a daily basis; and

2.1.5 notwithstanding the foregoing, if the Optionee has not exercised all of the vested Option to which he is entitled at any time commencing the date hereof, then the Optionee may exercise such vested Option and subscribe for the respective Optioned Shares at any time up to the Expiry Date, subject to the early expiry provisions provided below.

2.2 Accelerated Vesting

Notwithstanding anything to the contrary contained herein, in the event that 50% of the issued and outstanding common shares of the Optionor are acquired by any one individual or entity (the “Control Person”), the Option as set out in Article 2.1 shall vest in its entirety forthwith and the Optionee shall be entitled to exercise the Option and subscribe for the remainder of the Optioned Shares at the Option Price.

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2.3

The Option shall expire and terminate upon the Expiry Date as to such of the Optioned Shares in respect of which the Option has not then been exercised and such unexercised Optioned Shares shall no longer be available for exercise by the Optionee.

2.4 Option Notice and Payment

The Option may be exercised in whole or in part at any time and from time to time up to and including the Expiry Date in respect of the Optioned Shares. The Option may be exercised by the Optionee giving to the Optionor an Option Notice accompanied by a certified cheque or bank draft representing the Option Price in respect of the Optioned Shares for which the Option is being exercised. Certificates for the exercised Optioned Shares shall be issued and a copy of such certificate shall be delivered to the Optionee a reasonable time following the actual receipt of the Option Notice and payment for the Optioned Shares being acquired. The Optionee shall be registered in the books of the Optionor as the holder of the exercised Optioned Shares, which will be issued as fully paid and non-assessable shares.

2.5 Early Expiry

Any unvested portion of the Option will expire before the Date of Termination in the following events and any vested portions will be dealt with as follows:

(a) if the Optionee dies, the portion of the Option that has vested and is exercisable at the date of death of the Optionee may be exercised by the personal representative of the Optionee’s estate on the earlier of (i) 60 days after the death of the Optionee and (ii) the Expiry Date;

(b) if the Optionee resigns his office or employment, the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee on the earlier of (i) thirty days after the Date of Termination and (ii) the Expiry Date;

(c) if the Optionee is terminated without Cause the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee on the earlier of (i) sixty days after the Date of Termination and (ii) the Expiry Date;

(d) if the Optionee is terminated with Cause the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee forthwith after the Date of Termination but no later than two business days from the Date of Termination; and

(e) in the event of permanent disability (as provided in the Employment Agreement), the portion of the Option that has vested and is exercisable at the Date of

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Termination may be exercised by the Optionee on the earlier of (i) six months after the Date of Termination and (ii) the Expiry Date;

provided that the board of directors of the Optionor may, in its absolute discretion, extend the Expiry Date for the Option at any time before or after such Option would otherwise have expired under this Agreement.

2.6 Arbitration

The parties hereby agree that they will use reasonable best efforts to resolve any disputes arising out of this Agreement in a co-operative and expeditious manner. To this effect, following notice of any party to the others of a disagreement (which shall include any failure to agree upon a matter to be agreed upon) the parties hereto shall consult and negotiate with one another in good faith an understanding to reach a just and equitable solution. If those attempts fail after a period of ten (10) business days (which, for greater certainty, excludes Saturdays, Sundays and any other day recognized as a legal holiday either in the State of Delaware or the Province of Ontario) from the time the parties have been notified in writing of the disagreement, then every such disagreement shall be referred to arbitration in the English language in the City of Toronto, Ontario pursuant to the Arbitration Act (Ontario), as amended from time to time, to be held before a single arbitrator who is mutually agreed to by the parties, provided that, if the parties are unable to agree on an arbitrator within fifteen (15) days of receipt of the written notice, the arbitrator shall be chosen by a Judge of the Ontario Superior Court of Justice.

Notwithstanding the failure of’ any party to participate in the arbitration proceedings, the arbitrator may proceed to make an award and the costs of the arbitration shall be borne as determined by the arbitrator.

The parties acknowledge and agree that the award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in a court of competent jurisdiction. Notwithstanding the foregoing, the parties shall be entitled to seek injunctive relief or other equitable remedies from any court of competent jurisdiction. Except where clearly prevented by the issue in dispute, the parties agree to continue performing their respective obligations under this Agreement and the other related agreements entered into in connection with this Agreement while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

2.7 Statutory Resale Restrictions of Optioned Shares

The Optionee acknowledges and agrees that any and all resales of Optioned Shares owned by him will be subject to the applicable laws of the United States and Canada, and all applicable state and/or provincial laws; as well as any other restriction imposed by regulators or exchanges in Canada or the United States, in the event the Optioned Shares may become listed on an exchange.

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2.8 Voluntary Resale Restrictions of Optioned Shares

The Optionee acknowledges and agrees that any resale of Optioned Shares purchased pursuant to this Agreement will be further limited to the sale of no more than one (1%) percent of the Optioned Shares during each consecutive period of three (3) months commencing June 1, 2007 (the “Voluntary Resale Restriction”). Such restriction shall expire on August 31, 2008. For the purposes of this Article 2.8 only, it is deemed that any part of the Option that has vested pursuant to the terms of Article 2.1, shall be deemed to have been exercised for the purposes of determining the number of Optioned Shares that the Optionee holds. The Voluntary Resale Restriction shall be equally applicable to the Optionee, the founders of the Optionor and seed investors of the Optionor (collectively referred to in this paragraph as the “aforementioned individuals”). In the event that the Optionor relaxes these restrictions (the “Relaxed Restriction Terms”), the Optionee will participate in the Relaxed Restriction Terms, at his option, in any further permitted resales of Optioned Shares on a pro-rata basis with the aforementioned individuals.

2.9 Qualifying the Optioned Shares for Resale

The Optionor agrees to undertake to perform all necessary steps and file the necessary documentation with the Securities and Exchange Commission (the “Commission”) in order to properly qualify the Optioned Shares for resale in the public market immediately after the Commission declares the Optionor’s registration statement effective.

2.10 Shareholders Agreement

In the event that the Optionor requires employees and/or its founders and/or seed investors to enter into any voting or shareholders agreement, the Optionee shall enter into such agreement prior to the Option exercise becoming effective. The Optionee acknowledges and confirms that the terms in any voting or shareholder agreement may not be favourable to the Optionee.

2.11 Right of First Refusal

In the event that after the Optionee ceases to be an employee of the Optionor, if it is the Optionee’s intention to sell any shares of the Optionor owned by him, which shares may have been purchased either through the exercise of the Option described herein or otherwise, the Optionee will give the Optionor written notice of his intention to do so together with the proposed terms of sale including but not limited to the sale price (the “Sale Notice”). Upon receiving such written notice from the Optionee, the Optionor shall have the right to purchase such shares from the Optionee for a period of ten (10) business days from the date that the Optionee provides said written notice to the Optionor of its intention to sell said shares on the terms set out in the Sale Notice. In the event the Optionor does not exercise its right of first refusal as aforesaid, the Optionee shall be entitled to sell such shares to a third party for a period of 60 days and further provided that the sale terms to such third party are no

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more favourable than the terms set out in the Sale Notice; failing which the right of first refusal provision in this paragraph shall again be applicable.

ARTICLE 3
GENERAL

3.1 Amendments and Waivers

No modification, variation, amendment or termination by mutual consent of this Agreement and no waiver of the performance of any of the responsibilities of any of the parties hereto shall be effected unless such action is taken in writing and is signed by all parties. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

3.2 Severability

Each of the covenants, provisions, Articles, Sections, subsections and other subdivisions hereof is severable from every other covenant, provision, Article, Section, subsection and the invalidity or unenforceability of any one or more covenants, provisions, Articles, Sections, subsections or subdivisions of this Agreement shall not affect the validity or enforceability of the remaining covenants, provisions, Articles, Sections, subsections and subdivisions hereof.

3.3 Time of Essence

Time shall be of the essence in this Agreement.

3.4 Notice

(1) Any notice or other written communication required or permitted hereunder shall be in writing and:

(a) delivered personally to the party or, if the party is a corporation, an officer of the party to whom it is directed;

(b) sent by registered mail, postage prepaid, return receipt requested (provided that such notice or other written communication shall not be forwarded by mail if on the date of mailing the party sending such communication knows or ought reasonably to know of any difficulties

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with the postal system which might affect the delivery of mail, including the existence of actual or imminent postal service disruption in the city from which such communication is to be mailed or in which the address of the recipient is found); or

(c) sent by facsimile with all necessary charges fully prepaid, confirmation of delivery requested.

(2) All such notices shall be addressed to the party to whom it is directed at the following addresses:

If to the Optionee:	A3-142 Pears Ave Toronto, ON M5R 1T2
If to the Optionor:	c/o Osprey Capital Partners Suite 1705, 55 University Avenue Toronto, Ontario M5J 2H7 Fax (416) 867-8301

with a copy to Harris + Harris at:

Harris + Harris LLP
Barristers and Solicitors
2355 Skymark Avenue
Suite 300
Toronto, Ontario
L4W 4Y6

Attention: Gregory H. Harris

Telephone No.: 905-629-7800
Facsimile No.: 905-629-4350

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(3) Any party may at any time change its address hereunder by giving notice of such change of address to the other party or parties in the manner specified in this section. Any such notice or other written communication shall be effective on the day of actual delivery.

3.4 Entire Agreement

This Agreement constitutes and contains the entire and only agreement among the parties relating to the matters described herein and supersedes and cancels any and all previous agreements and understandings between all or any of the parties relative hereto. Any and all prior and contemporaneous negotiations, memoranda of understanding or position, and preliminary drafts and prior versions of this Agreement, whether signed or unsigned, between the parties leading up to the execution hereof shall not be used by any party to construe the terms or affect the validity of this Agreement. There are no representations, inducements, promises, understandings, conditions or warranties express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

3.5 Application of Agreement

Except as hereinafter provided, neither of the parties hereto may assign its rights or obligations under this Agreement without the Prior written consent of the other party hereto.

3.6 Subdivision or Consolidation of Shares

If the Optioned Shares are changed by way of being classified or reclassified, subdivided, consolidated or converted into a different number or class of shares or otherwise, or if the Optionor amalgamates, the Option Price and the type of security to be delivered to the Optionee upon exercise of the Option in whole or in part shall be adjusted accordingly, in all cases so that the Optionee shall receive the same number and type of securities as would have resulted from such change if the Option or the remaining part thereof had been exercised before the date of the change.

3.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States applicable therein.

3.8 Execution

This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts together shall constitute one and the same

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instrument. This Agreement may be transmitted by facsimile or such similar device and the reproduction of signatures by facsimile or such similar device will be treated as binding as if originals and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

3.9 Further Assurances.

The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this agreement and every part thereof.

3.10 Enurement

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

IN WITNESS WHEREOF the parties have executed this Agreement.

SIGNED, SEALED AND DELIVERED	)
in the presence of:	)
	)
	)
/s/ Trevor Michael	)	/s/ John Pritchard
Witness     Trevor Michael	)	John Pritchard
	GOLD RUN INC.
	Per:	/s/ D. Richard Brown
	Name:	D. RICHARD BROWN
	Title:	CHAIRMAN
	I have authority to bind the corporation.

EX-5.1

EX-10.1

     Exhibit 10.1

EX-10.2

MINING LEASE – RC CLAIMS

THIS MINING LEASE (“Agreement”) is made this 17th day of July, 2006 by and between KM EXPLORATION LTD., a Nevada limited liability company (“Owner”); and GOLD RUN INC., a Delaware corporation (“Lessee”).

RECITALS

Owner owns and possesses the “RC” group of 91 unpatented lode mining claims situated in Section 4, T. 30 N., R. 51 E., MDM and in Section 4, T. 31 N., R. 51 E., MDM. The claims are more particularly described as follows:

Claim Name	County Book/Page	BLM Number
RC 1-20		829209-829228
RC 21-61		838626-838666
RC 62-91		909132-909161

These claims, together with all ores, minerals, surface and mineral rights, and the right to explore for, mine, and remove the same, and all water rights and improvements, easements, licenses, rights-of-way and other interests appurtenant thereto, shall be referred to collectively as the “Property.”

A. The parties now desire to enter into an agreement giving Lessee the exclusive right to explore, develop, and mine the Property.

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THEREFORE, the parties have agreed as follows:

SECTION ONE
Lease Term and Royalties

1.1   Term of Lease. Owner hereby leases the Property to Lessee for an initial term of ten (10) years. The Lease may be extended in five (5) year increments thereafter for a total term of thirty (30) years, and for as long as mining operations are conducted therefrom, provided that Lessee (a) gives advance written notice of its intention to renew the Lease for each period of five years and (b) Lessee continues to satisfy the obligations of this Lease, including the payment obligations set forth in Sections 1.2 and 1.3 below. The Effective Date of this Agreement will be the date upon which the lease payment required in paragraph 1.2(a) below is made, and all rights and obligations shall be calculated on the basis of that date.

1.2   Lease Payments. Until production is achieved from the Property, Lessee shall make the following Lease Payments to Owner:

1.2.1   Lessee shall make an initial lease payment to Owner of TEN THOUSAND ($10,000) within fifteen (15) business days after the date this Agreement is signed and delivered to Owner.

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1.2.2   Commencing on the first anniversary of the Effective Date Agreement, Lessee shall make the following Lease Payments to Owner:

Anniversary of Effective Date of Agreement	Annual Lease Payment
Years 1 through 4	$10,000.00
Years 5 through 9	$20,000.00
Years 10 and all years thereafter	$32,500.00

1.2.3   Lessee shall have the right, in its sole discretion, to discharge the payment obligations set forth herein by issuing Owner a minimum of fifty (50%) percent cash, and the balance in free trading shares of Lessee, valued on the date of issuance.

1.3   Production Royalties. After production is achieved from the Property, Lessee shall pay Owner the greater of (i) a royalty on production equal to two and one-half (2.5%) percent of net smelter returns, and (ii) the lease payments payable pursuant to Section 1.2 in order for this Lease to continue and be extended pursuant to Section 1.1. The term “net smelter returns” shall mean the gross value of ores or concentrates shipped to a smelter or other processor (as reported on the smelter settlement sheet) less the following expenses actually incurred and borne by Lessee:

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1.3.1   Sales, use, gross receipts, severance, and other taxes, if any, payable with respect to severance, production, removal, sale or disposition of the minerals from the Property, but excluding any taxes on net income;

1.3.2   Charges and costs, if any, for transportation from the mine or mill to places where the minerals are smelted, refined and/or sold; and

1.3.3   Charges, costs (including assaying and sampling costs specifically related to smelting and/or refining), and all penalties, if any, for smelting and/or refining.

In the event smelting or refining are carried out in facilities owned or controlled, in whole or in part, by Lessee, charges, costs and penalties for such operations shall mean the amount Lessee would have incurred if such operations were carried out at facilities not owned or controlled by Lessee then offering comparable services for comparable products on prevailing terms.

1.3.4   Payment of production royalties shall be made not later than thirty (30) days after receipt of payment from the smelter. All payments shall be accompanied by a statement explaining the manner in which the payment was calculated.

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1.4   Specimen Gold. Subject to the consent of an Operator, at reasonable times and upon Owner giving one (1) day notice to Lessee and the Operator, Owner shall have the exclusive right to collect and sell all specimen-grade minerals produced from the Property. Owner will use all reasonable efforts to ensure that such collection does not interfere or impede with operations or personnel. Owner can purchase gold specimens at a cost of ten percent (10%) below the London P.M. Fix for gold, and for all other minerals at a cost equal to the prevailing fair market price for such other mineral specimens on the date that the specimen is offered to Owner; the weight of the specimen will be determined by weighing the entire sample, including the matrix. Owner shall only be allowed to collect up to $50,000 per year of specimen minerals from the property per year. Lessee shall receive a credit against its obligation to pay production royalties which credit is equal to the value of the minerals collected, to a maximum credit of $50,000 a year.

1.5   Option to Purchase Gold Royalty Interest. From time-to-time, at any time during the term of this Agreement, Lessee shall have the option to purchase one and one-half “points” of Owner’s two and one-half (2.5%) percent gold production royalty, each “point” is equivalent to 1% of net smelter returns. The purchase price for each royalty “point” shall be as follows:

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Average Price of Gold for Preceding 30 Days	Price Per Royalty “Point”
$300.00 per ounce and lower	$2,000,000.00
$300.01 to 400.00 per ounce	$2,500,000.00
$400.01 to 500.00 per ounce	$3,000,000.00
$500.01 to 600.00 per ounce	$4,000,000.00
$600.01 to 700.00 per ounce	$5,000,000.00
$700.01 to 800.00 per ounce	$6,000,000.00
$800.01 to 900.00 per ounce	$7,000.,000.00

Lessee shall have the right to purchase less than a full royalty “point,” at a pro-rata price. This same formula shall be followed to calculate the Price per Royalty “Point” for additional increase in the gold price.

This same formula shall be followed to calculate the Price per Royalty “Point” for additional increase in the gold price.

Under no circumstance can Owner’s royalty be reduced below one percent (1%) of net smelter returns. Lessee will deliver notice of its intention to purchase one or more points to Owner, and the parties will exchange the purchase price and deed for the royalty point(s) within fifteen (15) days following Lessee’s notice to Owner.

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1.6   Lessee shall have the right, in its sole discretion, to exercise this Option and make the payments in Section 1.5 by issuing Owner a minimum of fifty (50%) percent cash, and the balance in free trading shares of Lessee, valued on the date of issuance.

1.7   Area of Interest. Any claims staked by either Owner or Lessee, which lie within, either in whole or in part, one (1) mile form the perimeter of such claim(s), will be deemed to be covered by and subject to the terms and conditions of this Agreement.

1.8   Delivery of Data. Upon execution of this Agreement, Owner shall deliver to Lessee copies of all maps, deeds, and other documents in its possession which pertain to the claim title and boundaries, prior workings, exploration and production history, and so forth.

SECTION TWO
Mining Operations

2.1   Right to Explore, Develop and Mine. Upon execution of this Agreement, Lessee shall have the right to make geological investigations and surveys, to drill on the Property by any means, and to have all the rights and privileges incident to ownership of the Property, including without limitation the right to mine underground or on the surface, extract by leaching in place or any other means, remove, save, mill, concentrate, treat, and sell or otherwise dispose of ores, concentrates, mineral-bearing earth and rock

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and other products therefrom. In the event that Lessee establishes a millsite on the property, Owner will transfer to Lessee all of its right, title and interest to the mineral claims upon which the millsite is situated for One ($1.00) Dollar, except that Lessee shall remain obligated to pay Owner production royalties as set forth herein on any and all minerals produced from such mineral claims.

2.2   Conduct of Work. Lessee shall perform its mining activities on the Property in accordance with good mining practice, shall comply with the applicable laws and regulations relating to the performance of mining operations on the Property, and shall comply with the applicable worker’s compensation laws of the State of Nevada.

2.3   Liability. During the term of the Agreement, Lessee shall indemnify and hold Owner harmless from any claims, demands, liabilities or liens arising out of Lessee’s activities on the Property.

2.4   Liens. Lessee shall keep the Property free and clear from any and all mechanics’ or laborers’ liens arising from labor performed on or material furnished to the Property at Lessee’s request. However, a lien on the Property shall not constitute a default if Lessee, in good faith, disputes the validity of the claim, in which event the

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existence of the lien shall constitute a default thirty (30) days after the validity of the lien has been adjudicated adversely to Lessee.

2.5   Installation of Equipment. Lessee may install, maintain, replace, and remove during the term of this Agreement any and all mining machinery, equipment, tools, and facilities which it may desire to use in connection with its mining activities on the Property. Upon termination of this Agreement for any reason, Lessee shall have a period of six (6) months following such termination during which it may remove all or part of the above items at its sole cost and expense.

2.6   Acquisition of Permits. Lessee shall acquire all federal, state and county permits required for its operations. Lessee shall be responsible for reclamation of only those areas disturbed by Lessee’s activities. All bond amounts will revert to Lessee upon satisfactory completion of the reclamation program.

2.7   Commingling of Ore. Lessee shall have the right to commingle ores from the Property with ores from other properties provided that Lessee weighs and samples Owner’s ores in accordance with sound mining and metallurgical practices and accounts for Owner’s share of production.

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2.8   Drill Logs, Assays, and Maps. Copies of all drill logs, exploration information, assays, maps, metallurgical studies, and other factual information pertaining to the Property shall be furnished by Lessee to Owner on a monthly basis and upon the expiration or termination of this Agreement.

SECTION THREE
Inspection by Owner

3.1   Inspection of Property. Owner, or Owner’s authorized agents or representatives, shall be permitted to enter upon the Property at all reasonable times for the purpose of inspection, but shall enter upon the Property at Owner’s own risk and so as not to hinder unreasonably the operations of Lessee. Owner shall indemnify and hold Lessee harmless from any damage, claim, or demand by reason of injury to Owner or Owner’s agents or representatives on the Property or the approaches thereto.

3.2   Inspection of Accounts. Lessee agrees to keep accurate books of account reflecting the mining operations on the Property, and Owner shall have the right, either personally or through a qualified accountant of Owner’s choice and at Owner’s cost, to examine and inspect the books and records of Lessee pertaining to the mining, milling and shipping operations of Lessee.

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SECTION FOUR
Taxes

4.   Lessee shall pay all taxes levied or assessed upon any improvements placed on the Property by Lessee. Upon termination of this Agreement for any reason, taxes shall be apportioned between the parties on a calendar year basis for the remaining portion of the calendar year. However, Owner shall not be liable for taxes on any tools, equipment, machinery, facilities, or improvements placed upon the Property.

SECTION FIVE
Maintenance of Claims

5.1   Claim Maintenance Fees. So long as the annual assessment requirement is suspended, Lessee shall pay all federal claim maintenance fees and filing costs required to maintain the Property in good standing. Lessee shall provide evidence of payment to Owner by June 30 of each year, except for 2006, in which case such notice may be given by August 15, 2006. Lessee shall record an Affidavit and Notice of Intent to Hold in Eureka County by September 1 of each year. If Lessee terminates this Agreement before June 30 of any year, Lessee shall not be responsible for rental payments due in that calendar year.

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5.2   Assessment Work. If the requirement of annual assessment work is restored by Congress, Lessee shall be responsible for the performance and filing of assessment work unless this Agreement is terminated as hereinafter provided. In the event of termination after June 30 of any calendar year, Lessee shall be responsible for the performance and filing of assessment work for that year.

5.3   Relocation, Amendment, and Patent. At any time during which this Agreement is in effect, Lessee may, with the express written consent of Owner but at its own expense, relocate, amend or apply for patent on any of the unpatented mining claims included in the Property, and such relocated, amended, and patented claims shall be deemed to be covered by the provisions of this Agreement.

5.4   Mineral Leasing. In the event of repeal or substantial change in the Mining Law of 1872, Lessee shall have whatever rights may be afforded to Owner under the new laws, including (but not limited to) whatever preferred right Owner may have to a lease from a governmental agency, subject to the payment to Owner of the production royalties prescribed in Section One.

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SECTION SIX
Termination and Default

6.1   Termination. Lessee shall have the right to terminate this Agreement at its sole discretion at any time by giving sixty (60) days’ advance written notice of termination to Owner. Upon termination, Owner shall retain all payments previously made as liquidated damages and this Agreement shall cease and terminate. Lessee will provide Owner with all factual data, maps, assays, and reports pertaining to the Property. Lessee will also deliver a Quitclaim Deed to Owner.

6.2   Default. If Lessee fails to perform its obligations under this Agreement, and in particular fails to make any payment due to Owner hereunder, Owner may declare Lessee in default by giving Lessee written notice of default which specifies the obligation(s) which Lessee has failed to perform. If Lessee fails to remedy a default in payment within fifteen days (15) of receiving the notice of default, and thirty (30) days for any other default, Owner may terminate this Agreement and Lessee shall peaceably surrender possession of the Property to Owner. Notice of termination shall be in writing and served in accordance with this Agreement.

6.3   Obligations Following Termination. In the event of voluntary or involuntary termination, Lessee shall surrender possession of the Property to Owner and

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shall have no further liability or obligation under this Agreement except for its obligation (1) to pay its apportioned share of taxes, as provided for in Section Four; (2) to pay any advance and production royalties then owed to Owner; (3) to pay the cost of removal of all equipment as stated in Section 2.5; (4) to fulfill its reclamation responsibility as stated in Section 2.6; (5) to satisfy any accrued obligations or liabilities; and (6) to satisfy any other obligation imposed by this Agreement or by law.

SECTION SEVEN
Notices and Payments

7.1   Notices. All notices to Lessee or Owner shall be in writing and shall be sent certified or registered mail, return receipt requested, to the addresses below. Notice of any change in address shall be given in the same manner.

TO OWNER:	KM Exploration Ltd 109 Fir Street Elko, Nevada 89801-3023
	KM Exploration Ltd P.O. Box 2619 Fernely, Nevada 89808
TO LESSEE:	Gold Run Inc. c/o Osprey Capital 55 University Avenue Toronto, Ontario

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WITH A COPY TO: Berns & Berns
767 Third Avenue
23rd Floor
New York, New York 10017
Fax: (212) 332-3315

7.2   Payments. Owner hereby directs Lessee to make all lease payments (whether paid in cash or in stock) of the permitted purchase of a portion of Owner’s production royalty as set forth in Section 1.5 herein, to David Knight. Any and all payments (whether paid in cash or in stock) respecting Owner’s one (1%) percent production royalty which is not subject to purchase by Lessee, shall be paid as follows:

Name	Percentage of Payment
David C. Mathewson	50%
David C. Knight	50%

SECTION EIGHT
Assignment

8.   Lessee may assign this Agreement at any time, in whole or in part, upon the prior consent of Owner, which consent shall not be unreasonably withheld or delayed.

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SECTION NINE
Warranty of Title

9.1   Warranty . Owner warrants and represents, to the best of Owner’s knowledge and belief at the execution of this Agreement, that it is the owner of the unpatented mining claims described in Recital “A” and all lode mineral rights within the boundary of these claims, subject to the paramount title of the United States (but excepting those portions that may overlap adjacent fee lands); that the claims are valid under the mining laws of the United States and the State of Nevada; and that Owner has and will continue to have the right to commit the claims to this Agreement. Owner further warrants that all records have been filed with the Bureau of Land Management pursuant to 43 C.F.R., Subpart 3833. Owner further warrants that it is not aware of any claim disputes, legal actions, or environmental citations affecting the Property.

9.2   Examination of Title Documents. Promptly after execution of this Agreement, Owner shall deliver to Lessee copies of all certificates of location, affidavits of annual assessment work and any other documents bearing upon Owner’s title, interest, or ownership in the Property. Lessee may then undertake such further investigation of the title and status of the claims as Lessee shall deem necessary. If that investigation should reveal defects in the title, Owner agrees to proceed forthwith to cure said title defects to the satisfaction of Lessee; and in the event Owner should not do so, Lessee

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may cure such title defects and deduct the expense incurred, including reasonable attorney’s fees, from any payment to be made hereunder.

9.2   No Liability for Loss of Claims. Lessee shall not be held liable for the loss of any claims by virtue of invalid location by Owner. Lessee shall not be held liable for the loss of any claims due to any act of governmental agencies, provided that Lessee has taken all reasonable and legal means to protect and maintain such claims.

SECTION TEN
Force Majeure

10.1   Suspension of Obligations. If Lessee is prevented by Force Majeure from timely performance of any of its obligations hereunder, except the payment of money, the failure of performance shall be excused and the period for performance shall be extended for an additional period equal to the duration of Force Majeure. Upon the occurrence and upon the termination of Force Majeure, Lessee shall promptly notify Owner in writing. Lessee shall use reasonable diligence to remedy Force Majeure, but shall not be required to contest the validity of any law or regulation or any action or inaction of civil or military authority.

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10.2   Definition of Force Majeure. “Force Majeure” means any cause beyond a party’s reasonable control, including law or regulation; action or inaction of civil or military authority; inability to obtain any license, permit, or other authorization that may be required to conduct operations on or in connection with the Property; interference with mining operations by a lessee of oil, gas, or geothermal resources under the Property; unusually severe weather; mining casualty; unavoidable mill shutdown; damage to or destruction of mine plant or facility; fire; explosion; flood; insurrection; riot; labor disputes; inability after diligent effort to obtain workmen or material; delay in transportation; and acts of God (but excepting any obligation to pay money).

10.3   Economic Force Majeure. During the extended term of this Agreement, Lessee shall have the right to suspend operations and hold the Property during periods of Economic Force Majeure. “Economic Force Majeure” shall mean periods during which the price of gold or other mineral commodities is too low to allow economic recovery and sale of ore from the Property.

SECTION ELEVEN
Miscellaneous Provisions

11.1   Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors, and assigns.

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11.2   Applicable Law. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of the State of Nevada.

11.3   Entire Agreement. This Agreement terminates and replaces all prior agreements, either written, oral or implied, between the parties hereto, and constitutes the entire agreement between the parties.

11.4   Recording Memorandum of Agreement. The parties hereto agree to execute a Memorandum of this Agreement (short form) for the purpose of recording same in the records of Eureka County, Nevada so as to give public notice, pursuant to the laws of the State of Nevada, of the existence of this Agreement.

11.5   Void or Invalid Provisions. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

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11.6   Time of the Essence. Time is of the essence of this Agreement and each and every part thereof.

11.7   Confidentiality. All reports and data provided by Lessee to Owner shall be held in strictest confidence, and Owner shall not disclose such information without Lessee’s prior written consent.

11.8   No Partnership. Nothing in this Agreement shall create a partnership between Owner and Lessee.

11.9   IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

KM EXPLORATION LTD., a Nevada Limited Liability Company
By:	/s/ David C. Mathewson
	DAVID C. MATHEWSON, Manager
By:	/s/ David C. Knight
	DAVID C. KNIGHT, Manager

GOLD RUN INC.
By:	/s/ [ILLEGIBLE]
	CEO, Director

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EX-10.3

MINING LEASE – HC CLAIMS

THIS MINING LEASE (“Agreement”) is made this 17th day of July, 2006 by and between KM EXPLORATION LTD., a Nevada limited liability company (“Owner”); and GOLD RUN INC., a Delaware corporation (“Lessee”).

RECITALS

Owner owns and possesses the “HC” group of 189 unpatented lode mining claims situated in Section 4, T. 30 N., R. 51 E., MDM and in Section 4, T. 31 N., R. 51 E., MDM. The claims are more particularly described as follows:

Claim Name	County Book/Page	BLM Number
HC 1-20		827826-827845
HC 21-50		838667-838696
HC 51-99	407/296-344	892577-892625
HC 100-187		909042-969129
HC 196-197		1909130-909131

These claims, together with all ores, minerals, surface and mineral rights, and the right to explore for, mine, and remove the same, and all water rights and improvements, easements, licenses, rights-of-way and other interests appurtenant thereto, shall be referred to collectively as the “Property.”

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A. The parties now desire to enter into an agreement giving Lessee the exclusive right to explore, develop, and mine the Property.

THEREFORE, the parties have agreed as follows:

SECTION ONE
Lease Term and Royalties

1.1   Term of Lease. Owner hereby leases the Property to Lessee for an initial term of ten (10) years. The Lease may be extended in five (5) year increments thereafter for a total term of thirty (30) years, and for as long as mining operations are conducted therefrom, provided that Lessee (a) gives advance written notice of its intention to renew the Lease for each period of five years and (b) Lessee continues to satisfy the obligations of this Lease, including the payment obligations set forth in Sections 1.2 and 1.3 below. The Effective Date of this Agreement will be the date upon which the lease payment required in paragraph 1.2(a) below is made, and all rights and obligations shall be calculated on the basis of that date.

1.2   Lease Payments. Until production is achieved from the Property, Lessee shall make the following Lease Payments to Owner:

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1.2.1   Lessee shall make an initial lease payment to Owner of TEN THOUSAND DOLLARS ($10,000.00) within fifteen (15) business days after the date this Agreement is signed and delivered to Owner.

1.2.2   Commencing on the first anniversary of the Effective Date Agreement, Lessee shall make the following Lease Payments to Owner:

Anniversary of Effective Date of Agreement	Annual Lease Payment
Years 1 through 4	$10,000.00
Years 5 through 9	$20,000.00
Years 10 and all years thereafter	$32,500.00

1.2.3   Lessee shall have the right, in its sole discretion, to discharge the payment obligations set forth herein by issuing Owner a minimum of fifty (50%) percent cash, and the balance in free trading shares of Lessee, valued on the date of issuance.

1.3   Production Royalties. After production is achieved from the Property, Lessee shall pay Owner the greater of (i) a royalty on production equal to two and one half (2.5%) percent of net smelter returns, and (ii) the lease payments payable pursuant to Section 1.2 in order for this Lease to continue and be extended pursuant to Section 1.1.

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The term “net smelter returns” shall mean the gross value of ores or concentrates shipped to a smelter or other processor (as reported on the smelter settlement sheet) less the following expenses actually incurred and borne by Lessee:

1.3.1   Sales, use, gross receipts, severance, and other taxes, if any, payable with respect to severance, production, removal, sale or disposition of the minerals from the Property, but excluding any taxes on net income;

1.3.2   Charges and costs, if any, for transportation from the mine or mill to places where the minerals are smelted, refined and/or sold; and

1.3.3   Charges, costs (including assaying and sampling costs specifically related to smelting and/or refining), and all penalties, if any, for smelting and/or refining.

In the event smelting or refining are carried out in facilities owned or controlled, in whole or in part, by Lessee, charges, costs and penalties for such operations shall mean the amount Lessee would have incurred if such operations were carried out at facilities not owned or controlled by Lessee then offering comparable services for comparable products on prevailing terms.

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1.3.4   Payment of production royalties shall be made not later than thirty (30) days after receipt of payment from the smelter. All payments shall be accompanied by a statement explaining the manner in which the payment was calculated.

1.4   Specimen Gold. Subject to the consent of an Operator, at reasonable times and upon Owner giving one (1) day notice to Lessee and the Operator, Owner shall have the exclusive right to collect and sell all specimen-grade minerals produced from the Property. Owner will use all reasonable efforts to ensure that such collection does not interfere or impede with operations or personnel. Owner can purchase gold specimens at a cost of ten percent (10%) below the London P.M. Fix for gold, and for all other minerals at a cost equal to the prevailing fair market price for such other mineral specimens on the date that the specimen is offered to Owner; the weight of the specimen will be determined by weighing the entire sample, including the matrix. Owner shall only be allowed to collect up to $50,000 per year of specimen minerals from the property per year. Lessee shall receive a credit against its obligation to pay production royalties which credit is equal to the value of the minerals collected, to a maximum credit of $50,000 a year.

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1.5   Option to Purchase Gold Royalty Interest. From time-to-time, at any time during the term of this Agreement, Lessee shall have the option to purchase one and one half (1.5) “points” of Owner’s two and one-half (2.5%) gold production royalty, each “point” is equivalent to one (1%) percent of net smelter returns. The purchase price for each royalty “point” shall be as follows:

Average Price of Gold for Preceding 30 Days	Price Per Royalty “Point”
$300.00 per ounce and lower	$2,000,000.00
$300.01 to 400.00 per ounce	$2,500,000.00
$400.01 to 500.00 per ounce	$3,000,000.00
$500.01 to 600.00 per ounce	$4,000,000.00
$600.01 to 700.00 per ounce	$5,000,000.00
$700.01 to 800.00 per ounce	$6,000,000.00
$800.01 to 900.00 per ounce	$7,000.,000.00

Lessee shall have the right to purchase less than a full royalty “point,” at a pro-rata price. This same formula shall be followed to calculate the Price per Royalty “Point” for additional increase in the gold price.

This same formula shall be followed to calculate the Price per Royalty “Point” for additional increase in the gold price.

Under no circumstance can Owner’s royalty be reduced below one percent (1%) of net smelter returns. Lessee will deliver notice of its intention to purchase one or more points to Owner, and the parties will exchange the purchase price and deed for the royalty

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point(s) within fifteen (15) days following Lessee's notice to Owner.

1.6   Lessee shall have the right, in its sole discretion, to exercise this Option and make the payments in Section 1.5 by issuing Owner a minimum of fifty (50%) percent cash, and the balance in free trading shares of Lessee, valued on the date of issuance.

1.7   Area of Interest. Any claims staked by either Owner or Lessee, which lie within, either in whole or in part, one (1) mile form the perimeter of such claim(s), will be deemed to be covered by and subject to the terms and conditions of this Agreement.

1.8   Delivery of Data. Upon execution of this Agreement, Owner shall deliver to Lessee copies of all maps, deeds, and other documents in its possession which pertain to the claim title and boundaries, prior workings, exploration and production history, and so forth.

SECTION TWO
Mining Operations

2.1   Right to Explore, Develop and Mine. Upon execution of this Agreement, Lessee shall have the right to make geological investigations and surveys, to drill on the Property by any means, and to have all the rights and privileges incident to ownership of the Property, including without limitation the right to mine underground or on the

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surface, extract by leaching in place or any other means, remove, save, mill, concentrate, treat, and sell or otherwise dispose of ores, concentrates, mineral-bearing earth and rock and other products therefrom. In the event that Lessee establishes a millsite on the property, Owner will transfer to Lessee all of its right, title and interest to the mineral claims upon which the millsite is situated for One ($1.00) Dollar, except that Lessee shall remain obligated to pay Owner production royalties as set forth herein on any and all minerals produced from such mineral claims.

2.2   Conduct of Work. Lessee shall perform its mining activities on the Property in accordance with good mining practice, shall comply with the applicable laws and regulations relating to the performance of mining operations on the Property, and shall comply with the applicable worker’s compensation laws of the State of Nevada.

2.3   Liability. During the term of the Agreement, Lessee shall indemnify and hold Owner harmless from my claims, demands, liabilities or liens arising out of Lessee’s activities on the Property.

2.4   Liens. Lessee shall keep the Property free and clear from any and all mechanics’ or laborers’ liens arising from labor performed on or material furnished to the Property at Lessee's request. However, a lien on the Property shall not constitute a

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default if Lessee, in good faith, disputes the validity of the claim, in which event the existence of the lien shall constitute a default thirty (30) days after the validity of the lien has been adjudicated adversely to Lessee.

2.5   Installation of Equipment. Lessee may install, maintain, replace, and remove during the term of this Agreement any and all mining machinery, equipment, tools, and facilities which it may desire to use in connection with its mining activities on the Property. Upon termination of this Agreement for any reason, Lessee shall have a period of six (6) months following such termination during which it may remove all or part of the above items at its sole cost and expense.

2.6   Acquisition of Permits. Lessee shall acquire all federal, state and county permits required for its operations. Lessee shall be responsible for reclamation of only those areas disturbed by Lessee’s activities. All bond amounts will revert to Lessee upon satisfactory completion of the reclamation program.

2.7   Commingling of Ore. Lessee shall have the right to commingle ores from the Property with ores from other properties provided that Lessee weighs and samples Owner’s ores in accordance with sound mining and metallurgical practices and accounts for Owner’s share of production.

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2.8   Drill Logs, Assays, and Maps. Copies of all drill logs, exploration information, assays, maps, metallurgical studies, and other factual information pertaining to the Property shall be furnished by Lessee to Owner on a monthly basis and upon the expiration or termination of this Agreement.

SECTION THREE
Inspection by Owner

3.1   Inspection of Property. Owner, or Owner’s authorized agents or representatives, shall be permitted to enter upon the Property at all reasonable times for the purpose of inspection, but shall enter upon the Property at Owner’s own risk and so as not to hinder unreasonably the operations of Lessee. Owner shall indemnify and hold Lessee harmless from any damage, claim, or demand by reason of injury to Owner or Owner’s agents or representatives on the Property or the approaches thereto.

3.2   Inspection of Accounts. Lessee agrees to keep accurate books of account reflecting the mining operations on the Property, and Owner shall have the right, either personally or through a qualified accountant of Owner’s choice and at Owner’s cost, to examine and inspect the books and records of Lessee pertaining to the mining, milling and shipping operations of Lessee.

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SECTION FOUR
Taxes

4.   Lessee shall pay all taxes levied or assessed upon any improvements placed on the Property by Lessee. Upon termination of this Agreement for any reason, taxes shall be apportioned between the parties on a calendar year basis for the remaining portion of the calendar year. However, Owner shall not be liable for taxes on any tools, equipment, machinery, facilities, or improvements placed upon the Property.

SECTION FIVE
Maintenance of Claims

5.1   Claim Maintenance Fees. So long as the annual assessment requirement is suspended, Lessee shall pay all federal claim maintenance fees and filing costs required to maintain the Property in good standing. Lessee shall provide evidence of payment to Owner by June 30 of each year, except for 2006, in which case such notice may be given by August 15, 2006. Lessee shall record an Affidavit and Notice of Intent to Hold in Eureka County by September 1 of each year. If Lessee terminates this Agreement before June 30 of any year, Lessee shall not be responsible for rental payments due in that calendar year.

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5.2   Assessment Work. If the requirement of annual assessment work is restored by Congress, Lessee shall be responsible for the performance and filing of assessment work unless this Agreement is terminated as hereinafter provided. In the event of termination after June 30 of any calendar year, Lessee shall be responsible for the performance and filing of assessment work for that year.

5.3   Relocation, Amendment, and Patent. At any time during which this Agreement is in effect, Lessee may, with the express written consent of Owner but at its own expense, relocate, amend or apply for patent on any of the unpatented mining claims included in the Property, and such relocated, amended, and patented claims shall be deemed to be covered by the provisions of this Agreement.

5.4   Mineral Leasing. In the event of repeal or substantial change in the Mining Law of 1872, Lessee shall have whatever rights may be afforded to Owner under the new laws, including (but not limited to) whatever preferred right Owner may have to a lease from a governmental agency, subject to the payment to Owner of the production royalties prescribed in Section One.

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SECTION SIX
Termination and Default

6.1   Termination. Lessee shall have the right to terminate this Agreement at its sole discretion at any time by giving sixty (60) days’ advance written notice of termination to Owner. Upon termination, Owner shall retain all payments previously made as liquidated damages and this Agreement shall cease and terminate. Lessee will provide Owner with all factual data, maps, assays, and reports pertaining to the Property. Lessee will also deliver a Quitclaim Deed to Owner.

6.2   Default. If Lessee fails to perform its obligations under this Agreement, and in particular fails to make any payment due to Owner hereunder, Owner may declare Lessee in default by giving Lessee written notice of default which specifies the obligation(s) which Lessee has failed to perform. If Lessee fails to remedy a default in payment within fifteen days (15) of receiving the notice of default, and thirty (30) days for any other default, Owner may terminate this Agreement and Lessee shall peaceably surrender possession of the Property to Owner. Notice of termination shall be in writing and served in accordance with this Agreement.

6.3   Obligations Following Termination. In the event of voluntary or involuntary termination, Lessee shall surrender possession of the Property to Owner and

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shall have no further liability or obligation under this Agreement except for its obligation (1) to pay its apportioned share of taxes, as provided for in Section Four; (2) to pay any advance and production royalties then owed to Owner; (3) to pay the cost of removal of all equipment as stated in Section 2.5; (4) to fulfill its reclamation responsibility as stated in Section 2.6; (5) to satisfy any accrued obligations or liabilities; and (6) to satisfy any other obligation imposed by this Agreement or by law.

SECTION SEVEN
Notices and Payments

7.1   Notices. All notices to Lessee or Owner shall be in writing and shall be sent certified or registered mail, return receipt requested, to the addresses below. Notice of any change in address shall be given in the same manner.

TO OWNER:	KM Exploration Ltd 109 Fir Street Elko, Nevada 89801-3023
	KM Exploration Ltd P.O. Box 2619 Fernely, Nevada 89808
TO LESSEE:	Gold Run Inc. c/o Osprey Capital 55 University Avenue Toronto, Ontario

-14-

WITH A COPY TO: Berns & Berns
767 Third Avenue
23rd Floor
New York, New York 10017
Fax: (212) 332-3315

7.2   Payments. Owner hereby directs Lessee to make all lease payments (whether paid in cash or in stock) of the permitted purchase of a portion of Owner’s production royalty as set forth in Section 1.5 herein, to David Knight. Any and all payments (whether paid in cash or in stock) respecting Owner’s one (1%) percent production royalty which is not subject to purchase by Lessee, shall be paid as follows:

Name	Percentage of Payment
David C. Mathewson	50%
David C. Knight	50%

SECTION EIGHT
Assignment

8.   Lessee may assign this Agreement at any time, in whole or in part, upon the prior consent of Owner, which consent shall not be unreasonably withheld or delayed.

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SECTION NINE
Warranty of Title

9.1   Warrant. Owner warrants and represents, to the best of Owner’s knowledge and belief at the execution of this Agreement, that it is the owner of the unpatented mining claims described in Recital “A” and all lode mineral rights within the boundary of these claims, subject to the paramount title of the United States (but excepting those portions that may overlap adjacent fee lands); that the claims are valid under the mining laws of the United States and the State of Nevada; and that Owner has and will continue to have the right to commit the claims to this Agreement. Owner further warrants that all records have been filed with the Bureau of Land Management pursuant to 43 C.F.R., Subpart 3833. Owner further warrants that it is not aware of any claim disputes, legal actions, or environmental citations affecting the Property.

9.2   Examination of Title Documents. Promptly after execution of this Agreement, Owner shall deliver to Lessee copies of all certificates of location, affidavits of annual assessment work and any other documents bearing upon Owner’s title, interest, or ownership in the Property. Lessee may then undertake such further investigation of the title and status of the claims as Lessee shall deem necessary. If that investigation should reveal defects in the title, Owner agrees to proceed forthwith to cure said title defects to the satisfaction of Lessee; and in the event Owner should not do so, Lessee

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may cure such title defects and deduct the expense incurred, including reasonable attorney’s fees, from any payment to be made hereunder.

9.2   No Liability for Loss of Claims. Lessee shall not be held liable for the loss of any claims by virtue of invalid location by Owner. Lessee shall not be held liable for the loss of any claims due to any act of governmental agencies, provided that Lessee has taken all reasonable and legal means to protect and maintain such claims.

SECTION TEN
Force Majeure

10.1   Suspension of Obligations. If Lessee is prevented by Force Majeure from timely performance of any of its obligations hereunder, except the payment of money, the failure of performance shall be excused and the period for performance shall be extended for an additional period equal to the duration of Force Majeure. Upon the occurrence and upon the termination of Force Majeure, Lessee shall promptly notify Owner in writing. Lessee shall use reasonable diligence to remedy Force Majeure, but shall not be required to contest the validity of any law or regulation or any action or inaction of civil or military authority.

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10.2   Definition of Force Majeure. “Force Majeure” means any cause beyond a party’s reasonable control, including law or regulation; action or inaction of civil or military authority; inability to obtain any license, permit, or other authorization that may be required to conduct operations on or in connection with the Property; interference with mining operations by a lessee of oil, gas, or geothermal resources under the Property; unusually severe weather; mining casualty; unavoidable mill shutdown; damage to or destruction of mine plant or facility; fire; explosion; flood; insurrection; riot; labor disputes; inability after diligent effort to obtain workmen or material; delay in transportation; and acts of God (but excepting any obligation to pay money).

10.3   Economic Force Majeure. During the extended term of this Agreement, Lessee shall have the right to suspend operations and hold the Property during periods of Economic Force Majeure. “Economic Force Majeure” shall mean periods during which the price of gold or other mineral commodities is too low to allow economic recovery and sale of ore from the Property.

SECTION ELEVEN
Miscellaneous Provisions

11.1   Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, successors, and assigns.

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11.2   Applicable Law. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of the State of Nevada.

11.3   Entire Agreement. This Agreement terminates and replaces all prior agreements, either written, oral or implied, between the parties hereto, and constitutes the entire agreement between the parties.

11.4   Recording Memorandum of Agreement. The parties hereto agree to execute a Memorandum of this Agreement (short form) for the purpose of recording same in the records of Eureka County, Nevada so as to give public notice, pursuant to the laws of the State of Nevada, of the existence of this Agreement.

11.5   Void or Invalid Provisions. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

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11.6   Time of the Essence. Time is of the essence of this Agreement and each and every part thereof.

11.7   Confidentiality. All reports and data provided by Lessee to Owner shall be held in strictest confidence, and Owner shall not disclose such information without Lessee’s prior written consent.

11.8   No Partnership. Nothing in this Agreement shall create a partnership between Owner and Lessee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

KM EXPLORATION LTD., a Nevada Limited Liability Company
By:	/s/ David C. Mathewson
	DAVID C. MATHEWSON, Manager
By:	/s/ David C. Knight
	DAVID C. KNIGHT, Manager

GOLD RUN INC.
By:	/s/ [ILLEGIBLE]
	CEO, Director

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EX-10.4

[GOLD RUN LETTERHEAD]

February 15, 2007

2120315 Ontario Inc.
1705-55 University Avenue
Toronto, ON
M5J 2H7

Attention: Mr. Trevor Michael

Gold Run Inc. (GRI) understands that 212035 Ontario Inc. ("Company”) wishes to act as its advisor to assist in structuring, funding and developing GRI (the “Engagement”). This letter is to confirm the terms and conditions under which the Company will act as Gold Run’s advisor.

1. Engagement

1.1 GRI hereby engages the Company as its advisor in connection with structuring, funding and developing the Company.

1.2 In connection with the Engagement, the Company will perform the following services:

i. Assist in contacting financing agents;

ii. Assist in negotiating the acquisition of properties;

iii. Assist in developing the business strategy;

iv. Assist in hiring senior management;

v. Assist in raising financing;

vi. Assist in the go public process;

vii. Assist in hiring investor and public relations professionals;

2. Term

2.1 This Engagement is for an initial term of 1 month(s), (the “Term”), and will automatically extend from month to month. At any time after the initial term, either party may terminate this Engagement by providing 30 days written notice.

3. Remuneration

3.1 GRI hereby agrees to pay the Company the following amounts in consideration of the Company accepting the Engagement:

(a) A fee of CAD $10,000 per month, beginning February 1, 2007.

(b) Out-of-pocket expenses: the Company will be reimbursed for all reasonable out-of-pocket expenses as agreed upon in writing by GRI.

3.2 All amounts described in Clause 3.1 (a) and (b) will be in addition to all applicable taxes, including the goods and services tax if applicable.

[GOLD RUN LETTERHEAD]

4. Indemnity

4.1 It is hereby agreed that the Company will indemnify and hold harmless Gold Run Inc. and its partners, officers, employees, agents and counsel (each being an “Indemnified Party”) from and against any and all actions, suits, investigations, proceedings and claims of every kind whether arising under statute, regulation, action or order of a regulatory authority or government body, domestic or foreign, or at common law or otherwise (collectively “Claims”) and any and all losses (excluding loss or profits), expenses, fees, costs, damages and liabilities (collectively “Losses”) to which such Indemnified Party may become subject or which such Indemnified Party may become subject or which such Indemnified Party suffers to the extent related to, caused by or arising out of, directly or indirectly, the performance by an Indemnified party of the Engagement contemplated by this letter, including and without limitation, any reasonable expenses incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom.

5. General

5.1 It is hereby agreed that Gold Run and 2120315 Ontario Inc. will perform all functions required hereunder in compliance with all applicable securities and regulatory laws.

5.2 Each of Gold Run Inc. and 2120315 Ontario Inc. agree that the terms of this agreement shall be confidential and shall not be disclosed without the prior written consent of each of the parties hereto, except as required by law.

5.3 This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable thereto and the parties to this agreement hereby irrevocably attorn to the Courts of the Province of Ontario.

If you are in agreement with the terms and conditions of this letter, please indicate your acceptance therein by signing one copy and returning it to Gold Run Inc.

Yours truly,
GOLD RUN INC.

/s/ John M Pritchard

John M Pritchard
Chief Executive Officer

The foregoing is accepted and agreed to this 1st day of February, 2007.

2120351 Ontario Inc.

/s/ Trevor Michael

Trevor Michael
President

EX-10.5

AMENDED AND RESTATED AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT made effective as of the 9th day of May, 2006 between DAVE MATHEWSON, an individual residing at 1265 Mesa Drive, Fernley, Nevada 89408 (“Mathewson”), and GOLD RUN INC., a Delaware corporation having offices at 330 Bay Street, Suite 820, Toronto, Ontario, Canada M5H 2S8 (Gold Run”).

WHEREAS, Mathewson and Gold Run (the “Parties”) desire to amend and restate certain terms and conditions of a certain agreement previously entered into effective May 9, 2006; and

WHEREAS, the parties are this day executing an employment agreement made effective as of August 1, 2006.

NOW THEREFORE, in consideration of One ($1.00) dollar paid, the mutual covenants herein, and other good and valuable consideration, the Parties agree as follows:

(1) Mathewson Equity Interest; Subscription; Adjustment of Number of Shares; Acquisition Shares.

(a) Mathewson is hereby subscribing for, and Gold Run is selling to Mathewson, 7,500,000 common shares of the capital stock of Gold Run (“Shares”), at a purchase price of $0.0001 per Share, subject to the terms and conditions set forth herein.

(b) Gold Run agrees that upon fulfillment of its Funding Obligation, as hereinafter set forth at Section 2, Mathewson will own that number of Shares which represents 15% of the then outstanding number of Shares of Gold Run, subject to adjustment as may be required pursuant to Section 1(c).

(i) In the event that said 7,500,000 Shares represents more than 15% of the then outstanding Shares of Gold Run at the time of fulfillment of its Funding Obligation, Shares owned by Mathewson will be deemed automatically cancelled in an amount such that Mathewson will own a number of Shares equal to 15% of the then outstanding number of Shares.

(ii) In the event that said 7,500,000 Shares represents less than 15% of the then outstanding Shares of Gold Run at the date of its fulfillment of the Funding Obligation, Mathewson shall have the non-assignable option to purchase from Gold Run, at a price of $0.0001 per Share, for a period of thirty (30) days from such date, that number of Shares such that, after such purchase, Mathewson will then own 15% of the then outstanding number of Shares of Gold Run.

(c) Notwithstanding anything herein to the contrary, any and all Shares which Gold Run issues and Shares which Gold Run is obligated to issue, in connection with the acquisition of either (i) mineral interests, or (ii) entities which own rights to mineral interests (“Acquisition Shares”) will be excluded from the number of the Shares of Gold Run outstanding at the time of fulfillment of the Funding Obligation for purposes of calculating the number of Shares Mathewson is entitled to own, pursuant to Section 1(b). Mathewson acknowledges that in the event that Gold Run issues Acquisition Shares, this will result in Mathewson being entitled to

2

own a number of Shares which equals less than 15% of the number of outstanding Shares at the time Gold Run has fulfilled its Funding Obligation.

(2) Gold Run Funding Obligation.

(a) Gold Run will be responsible for providing funding to support (i) Exploration Costs, as defined herein, in a minimum amount of $6 million in accordance with the provisions of Section 2(c), and (ii) all other activities of Gold Run, including without limitation, administrative functions, and legal, accounting, and travel fees and costs (the “Funding Obligation”).

(b) The Funding Obligation will be deemed to be satisfied upon the earlier of the following to occur:

(i) the date upon which the cumulative sum of $6,000,000 is expended on Exploration Costs as such term is defined hereafter; and

(ii) the date upon which funds in an amount which is the sum of $6,000,000 minus the amount of Exploration Costs already expended is set aside and reserved to pay for Exploration Costs, provided that the Company has also set aside and reserved additional funds to pay for general and administrative expenses of the Company in an amount equal to 50% of the amount of such funds set aside and reserved to pay for Exploration Costs.

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(c) Funds for Exploration costs will be provided in accordance with the following schedule:

August 11, 2006	$	300,000
September 30, 2006	$	300,000
March 31, 2007	$	1,400,000
July 31, 2007	$	1,000,000
January 31, 2008	$	1,000,000
July 31, 2008	$	1,000,000
January 31, 2009	$	500,000
April 30, 2009	$	500,000
TOTAL:	$	6,000,000

(d) Option to Accelerate Funding. Gold Run shall have the option, exercisable at any time and from time-to-time, to provide funds for exploration activities before they are required in accordance with Section 2(c). Gold Run’s exercise of this option will in no way affect, alter or change the terms of its Funding Obligation, or affect, alter or modify other rights, obligations, conditions or provisions of this agreement.

(e) Revised Funding Obligation. Gold Run intends to arrange to have its Shares publicly traded in the United States on or before January 31, 2007. If for any reason whatsoever the Securities and Exchange Commission shall not have declared effective a registration statement covering the sale of Shares on or before January 31, 2007, the Funding Obligation set forth in Section 2(c) shall be revised as follows:

August 11, 2006	$	300,000
September 30, 2006	$	300,000
March 31, 2007	$	500,000
July 31, 2007	$	1,900,000
January 31, 2008	$	1,000,000
July 31, 2008	$	1,000,000
January 31, 2009	$	500,000
April 30, 2009	$	500,000
TOTAL:	$	6,000,000

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(f) Gold Run’s Default; Cure; Transfer of Property to Mathewson. In the event that Gold Run defaults by failing to provide funding in accordance with the provisions of this Section 2, and does not cure such default within thirty (30) days after receipt of a written notice from Mathewson detailing such default, any and all leases or other agreements granting rights to Gold Run and to properties which have been generated by Mathewson (including CVN, HC, RC and any claims to which Mathewson is entitled to a NSR royalty pursuant to this Agreement), will be immediately cancelled and be of no further force or effect, and Gold Run shall have no interest in and to all such properties.

(g) Exploration Costs. Without limitation, Exploration Costs include costs of staking, mapping, chip sampling, geochemical sampling, assay costs, consultant fees, and expenses, drilling costs and related exploration activities, and a pro-rata share of salaries of geologists and other professionals related to programs. Specifically excluded from the definition of Exploration Costs are lease payments, governmental fees, costs of reclamation bonds, insurance, corporate overhead, legal and accounting fees and costs, and regulatory fees. Gold Run will pay all claim holding costs forty-five (45) days prior to the respective annual August 31 due dates. Gold Run will pay, thirty (30) days prior to the respective due dates, all required lease payments respecting properties in which Gold Run has an interest and from which properties Mathewson is entitled to receive a production royalty as provided for herein.

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(3) Restrictions on Resale.

(a) The Shares are restricted as to sale, assignment, transfer or hypothecation until November 8, 2007. Thereafter, Mathewson shall have the right to sell in accordance with Securities laws, rules and regulations an amount of Shares equal to five (5%) percent of his shareholdings every six (6) months until May 9, 2009, at which time all Shares owned by Mathewson may be freely dealt with subject to applicable securities laws, rules and regulations. The certificates represent* the Shares will bear a customary restrictive legend, and also reference applicable provisions of this Agreement.

(b) Notwithstanding anything herein to the contrary set forth in the provisions of this Section 3, Mathewson shall have the right to sell, assign and transfer Shares, at his cost of $0.0001 per share, to persons who become employees of Gold Run, subject to the approval of the Board of Directors, in an amount and on such terms and conditions as the Board of Directors deem appropriate, in its sole discretion.

(c) In the event that Mathewson shall terminate his employment on or before July 31, 2009, Mathewson’s right to sell any Shares pursuant to Section 3(a) shall immediately lapse and be extinguished as of the date of such termination. In the event of such termination, and commencing upon the date of termination, the Shares will restricted as to sale assignment, transfer hypothetication until a date which is eighteen (18) months from the date of such termination. Thereafter, these Shares may be freely dealt with in accordance with applicable securities laws, rules and regulations.

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(4) The Parties agree to execute such further documents, deeds, and instruments as may be necessary or advisable to effectuate provisions in this agreement.

(5) Mathewson acknowledges and understands that Gold Run has relied, and is, relying upon the representations and statements contained in that certain letter dated September 27, 2006 sent by Mathewson to Gold Run in entering into this Agreement. This Agreement supersedes that certain other agreement between the parties made effective May 9, 2006. This Agreement can only be modified in writing which is signed by both Parties.

(6) Mathewson makes the following representations and warranties, and acknowledges Gold Run’s reliance upon them: (a) Mathewson has the authority to enter into this Agreement; (b) Agreement does not conflict with any other agreement to which Mathewson is a party or to which he may be bound; (c) Mathewson has read and understands this Agreement; and (d) Mathewson has had the opportunity to consult with legal counsel of his choosing before signing this Agreement.

(7) Any dispute hereunder will be decided in accordance with the laws of New York for contracts executed and to be performed in New York and the parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York having jurisdiction for resolution of all such matters.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on November 20, 2006.

7

	GOLD RUN INC.
	By:	/s/ Richard D. Brown
		Richard D. Brown, Director
/s/ Sondra Mathewson	/s/ Dave Mathewson
	Dave Mathewson

8

EX-10.6

EX-10.7

     Exhibit 10.7

EX-10.8

EMPLOYMENT AGREEMENT

Made as of September 15th, 2006

Between

Gold Run Inc.

as Corporation

and

John Pritchard

as Executive

TABLE OF CONTENTS

SECTION 1 – TERM AND POSITION	1
SECTION 2 – THE EXECUTIVE’S OBLIGATIONS	2
SECTION 3 – PLACE OF PERFORMANCE	4
SECTION 4 – THE EXECUTIVE’S COMPENSATION	4
SECTION 5 – TERMINATION	5
SECTION 6 – PERSONAL INFORMATION & PRIVACY	7
SECTION 7 – MISCELLANEOUS	8

EMPLOYMENT AGREEMENT

This Agreement is made as of September 15th , 2006, between

GOLD RUN INC. a corporation incorporated under the laws of The State of Delaware,

(the “Corporation”)

and

JOHN PRITCHARD, an individual residing in the City of Toronto, in the Province of Ontario,

(the “Executive”)

RECITALS

A. WHEREAS The Corporation desires to employ the Executive and the Executive desires to be employed by the Corporation as its Chief Executive Officer upon the terms and conditions set forth in this Agreement;

B. AND WHEREAS the Executive is about to be employed by the Corporation in a position of confidence and trust and under conditions where he has or may have access to technical, confidential and secret information regarding the existing or contemplated business of the Corporation;

C. AND WHEREAS the Executive recognizes that as part of the duties of his employment, all ideas and suggestions of interest to the Corporation, conceived or made by him while he is employed by the Corporation shall be made available to the Corporation.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 – TERM AND POSITION

1.1   Term. The Corporation shall employ the Executive in the position of Chief Executive Officer of the Corporation from the date of this Agreement for a term of three (3) years. The term shall commence on September 15, 2006 and shall expire on September 14, 2009. The Corporation and the Executive may agree to extend the term of employment under this Agreement upon such terms as are mutually agreed by them in writing provided such terms are agreed upon no later than 30 days prior to the date of expiration of this Agreement. If the parties do not agree to extend the term of the Executive’s employment or if the parties are unable to mutually agree upon the terms of such extension, the Executive’s employment will automatically

2

terminate without any further notice or payments in lieu of such notice at the expiry of its term. The Executive and the Corporation will mutually agree upon the wording of a public announcement regarding the Executive's appointment at any time.

1.2   Position. The Executive shall serve as the Chief Executive Officer of the Corporation and shall perform such duties and exercise such powers as may from time to time be assigned to or vested in him by the Board of Directors.

1.3 Director. During the Executive's employment with the Corporation, the Corporation will appoint the Executive and the Executive agrees to serve as a director of the Corporation or other related corporations.

SECTION 2 – THE EXECUTIVE’S OBLIGATIONS

2.1   Full Time and Efforts. During the term of his employment, the Executive shall devote his full-time, efforts and attention to the business and affairs of the Corporation. The Executive shall not, without the prior written approval of the Board of Directors, accept any other employment with any other business, except for a business of the Corporation, its subsidiaries, affiliates, associates or parent corporations. For greater certainty, the Executive may, be an investor of money, or serve as a director of any business provided that the Corporation provides written consent, so long as any such monetary investment or such directorship does not affect the conduct of the Executive's duties as set forth in this Agreement.

2.2   Non-Competition. The Executive recognizes and understands that in performing the duties and responsibilities of his employment as outlined in this Agreement, he will occupy a position of high fiduciary trust and confidence, pursuant to which he will develop and acquire wide experience and knowledge with respect to all aspects of the business carried on by the Corporation, and the manner in which such business is conducted. It is the expressed intent and agreement of the Executive and of the Corporation that such knowledge and experience shall be used in furtherance of the business of the Corporation and not in any manner which would be detrimental to them. The Executive, therefore, agrees that:

(i) so long as he is employed by the Corporation pursuant to this Agreement; and

(ii) for a period of one (1) year following the termination of such employment,

unless he first secures the written consent of the Board of Directors of the Corporation, the Executive shall not engage, directly or indirectly (including as an employer, employee, contractor, volunteer, principal, agent, joint venturer, partner, director, officer, shareholder, equity holder, lender, guarantor, licensor, licensee, franchiser, franchisee, supplier or trustee) in the business of gold mining, exploration and property acquisition in the State of Nevada, United States.

2.3   Disclosure of Information. The Executive further recognizes and understands that in the performance of his employment duties and responsibilities as outlined in this Agreement, he

3

will become knowledgeable with respect to a wide variety of confidential information concerning the business of the Corporation and its. subsidiaries and affiliates. The Executive therefore agrees that, other than as necessary in the performance of his duties hereunder and except with the written permission of the Board of Directors of the Corporation, he will not use or disclose any such confidential information to any person so long as he is employed by the Corporation under this Agreement and at all times thereafter except as required by law. The definition of use in the post-termination period shall mean that the Executive shall not commercially exploit any of the intellectual property rights, trade secrets or business strategies of Corporation. Upon the termination of the Executive's employment hereunder or at any other time upon the Corporation's reasonable request, the Executive shall deliver forthwith to the Corporation all memoranda, notes, records, reports, computer disks and hardware and other documents (including all copies thereof) containing such confidential information.

2.4   Non-Solicitation. The Executive agrees that during the term of his employment hereunder and for a period of one (1) year thereafter, the Executive shall not directly or indirectly (including through an entity that the Executive controls) (a) solicit, entice away or in any other manner persuade; or attempt to persuade, any officer, employee, consultant or agent of the Corporation or any of its associates or affiliates to discontinue or alter its relationship to the Corporation or any of its affiliates or associates or (b) in any manner, persuade, or attempt to persuade, any supplier or customer of the Corporation to discontinue or alter its relationship to the Corporation or any of its affiliates or associates.

2.5   Acknowledgement. The Executive acknowledges that the restrictive covenants contained in paragraphs 2.2, 2.3 and 2.4 above have been considered by the Executive, who has been advised to take independent legal advice with respect thereto, and that the restraints and restrictions on his future activities are reasonable in the circumstances.

2.6   Proprietary Information. The Executive acknowledges that the Executive will have access to and become acquainted with the. Corporation's confidential and proprietary information including, but not limited to, information or plans regarding the Corporation's proposed acquisitions, divestitures, financing, exploration activities, employee and customer relationships, personnel, or sales, marketing and financial operations and methods; trade secrets; formulas; devises, secret inventions; processes, patents and other compilations of information, records, and specifications which have not been disclosed to the general public, whether or not labeled "confidential" or words of similar import (collectively, the “Proprietary Information"). The Executive shall not, at any time, disclose, disseminate, use for personal benefit (or the benefit of any business competing with the Corporation) or otherwise publish any of the Corporation’s Proprietary Information directly or indirectly, or use it in any way, either during the term of this Agreement or any other time thereafter, except as required in the course of his employment for the Corporation, as authorized in writing by the Corporation or where the Executive is compelled to disclose such Proprietary Information by a court of competent jurisdiction and has promptly advised the Corporation of such compelled disclosure to allow the Corporation sufficient time to seek a protective order. All files, records, documents, computer-recorded information, drawings, specifications, equipment and similar items relating to the Business of the Corporation, whether prepared by the Executive or otherwise coming into his possession, shall remain the exclusive property of the Corporation and shall not be removed from the premises of the Corporation under any circumstances whatsoever without the prior written consent of the Corporation, except when

4

(and only for the period) necessary to carry out the Executive’s duties hereunder, and if removed shall be immediately returned to the Corporation upon any termination of his employment and no copies thereof shall be kept by the Executive. The Executive further agrees and covenants to assign to the Corporation all Proprietary Information developed by the Executive, in whole or in part, and related to the business of the Corporation, during the term of this Agreement.

SECTION 3 – PLACE OF PERFORMANCE

3.1   Place of Performance. In connection with the Executive’s employment by the Corporation, the Executive shall be based at the Corporation’s head office in Toronto, Ontario Canada, or such other place of business as mutually determined by the Executive and the Board of Directors of the Corporation.

SECTION 4 – THE EXECUTIVE’S COMPENSATION

4.1   Base Salary. The Corporation will pay the Executive an annual base salary of CDN $150,000.00 (the “Salary”). The Salary will be payable in monthly payments of CDN $12,500.00 per month on the fifteenth (15th) day of each month of the term. Notwithstanding the fact that the term commences on September 15, 2006, the first Salary payment will be paid to the executive on October 15, 2006

4.2   Bonus Plan. In addition to the Salary, the Executive is also entitled, subject to the discretion of the Board of Directors of the Corporation, to participate in any bonus plan, in connection with future financings or otherwise, that may be adopted by the Corporation and administered by an executive compensation committee. It is contemplated the Corporation will adopt a bonus plan whereby one and a half percent (1.5%) of any monies raised through equity financings and convertible debt financings will be pooled and subsequently distributed to certain employees of the Corporation (the “Financing Bonus Pool”). It is further contemplated that the distribution of the Financing Bonus Pool will be in accordance with the respective employee’s contribution to obtaining and securing such financings.

4.3   Health and Welfare Benefits. So long as the Executive continues to serve the Corporation, pursuant to the provisions of this Agreement, he shall be entitled to participate in the Corporation’s benefit plan, to the extent such benefit plan is in existence and made available generally to the employees of the Corporation. The non-existence of such a benefit plan shall not obligate the Corporation to establish one, nor shall the cessation of any benefit plan constitute grounds for constructive dismissal or any action for compensation in lieu thereof by the Executive.

4.4   Annual Vacation. The Executive shall be entitled to four weeks paid vacation per year at times mutually agreed to by the Executive and the Board of Directors of the Corporation. Such vacation entitlement will be pro-rated for any part of a year.

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4.5   Stock Option Agreement. The Corporation and the Executive shall execute an Option Agreement in the form and with the content of the agreement attached hereto as Schedule "A".

4.6   Additional Business Expenses. The Executive shall be authorized to incur reasonable expenses related to the performance of his duties under this Agreement. The Corporation shall reimburse the Executive for all such expenses; provided proper receipts and records evidencing such expenses are submitted by the Executive on seeking reimbursement of any expense(s).

4.7   Parking. The Corporation will pay for a parking space for the Executive at its place of business.

4.8   Directors and Officers Insurance. The Corporation will provide the Executive with Directors and Officers insurance as soon as practicable after the date hereof.

SECTION 5 – TERMINATION

5.1   Termination for Cause. Anything in this Agreement to the contrary notwithstanding, the Corporation may at any time on written notice to the Executive forthwith terminate the employment of the Executive for cause. For the purposes of this Agreement, "cause" will include, but will not be limited to, the following: (a) the willful and continued failure by the Executive to substantially perform the Executive's duties provided the Executive has written notice from the Corporation's Board of Directors outlining this failure with particulars of same and asking the Executive to substantially perform within the following 30 days and provided the Executive fails to do so; (b) an act of willful misconduct or gross negligence that is materially harmful to the Corporation; or (c) the Executive's criminal conviction for which the Executive is not pardoned.

5.2   If the Executive's employment is terminated for cause in accordance with this Agreement, the Executive shall not be entitled to any payments under this Agreement except for (i) all unpaid salary and any outstanding vacation pay owing calculated as of the time of termination, (ii) the pro-rata portion of the bonus earned by him during the fiscal year, (iii) all expenses properly incurred but not reimbursed at the time of termination, (iv) any amounts owing to him under any employee benefit plans in accordance with the terms of such plans and based on service up to the date of termination but not after the .date of termination, and (v) any amounts owing to him under the stock option plans in accordance with the terms of the Stock Option Agreement attached hereto as Schedule “A”.

5.3   Upon such notice being given, the employment shall terminate and this Agreement shall terminate except that paragraphs 2.2, 2.3, 2.4 and Section 5 shall continue in full force and effect, unamended.

5.4   Voluntary Resignation. The Executive may, at any time, resign from his employment with the Corporation on at least thirty (30) days written notice to the Board of Directors of the Corporation. During the period between the giving of such notice and the effective date of the resignation, the Executive will continue to serve the Corporation and will keep the fact that he is resigning confidential. Any public announcement in relation to such resignation shall be

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mutually agreed by the Executive and the Corporation. In the event the Executive resigns, the Executive shall be entitled to receive: (i) his current Salary accrued to the effective date of his resignation and any outstanding vacation pay calculated as of the date of resignation, (ii) the pro-rata portion of the bonus earned by him during the fiscal year, (iii) all expenses properly incurred but not reimbursed at the time of resignation, (iv) any amounts owing to him under any employee benefit plans in accordance with the terms of such plans and based on service up to the date, of resignation but not after the date of resignation, and (v) any amounts owing to him under the stock option plans in accordance with the terms of the Stock Option Agreement attached hereto as Schedule “A”.

5.5   Upon the effective date of the Executive’s resignation, the employment shall terminate and this Agreement shall terminate except that paragraphs 2.2, 2.3, 2.4 and Section 5 shall continue in full force and effect, unamended.

5.6   Termination Without Cause. The Executive understands and agrees that the Corporation may at any time terminate the employment of the Executive without cause. If the Executive is terminated without cause, the Corporation must provide notice in writing to the Executive. Upon such termination, the Executive shall be entitled to receive from the Corporation: (i) a lump sum equal to $125,000.00 (the “Lump Sum Termination Payment”) (ii) his unpaid salary up to the termination date and any outstanding vacation pay calculated as of the date of termination, (iii) the pro-rata portion of the bonus earned by him during the fiscal year, (iv) all expenses properly incurred but not reimbursed at the time of termination, (iv) any amounts owing to him under any employee benefit plans in accordance with the terms of such plans and based on service up to the date of termination and an amount equal to the cost of the Executive’s benefits referred to in Section 4.2 for the severance period, being the period (if any) from the date of termination to the date of expiration of this Agreement, and (v) any amounts owing to him under the stock option plans in accordance with the terms of the Stock Option Agreement attached hereto as Schedule “A”. The Corporation agrees that no amounts earned by the Executive following the date of termination by way of mitigation will be deducted from or set off against any amounts or benefits to be paid or provided to the Executive as outlined in this Section 5.6.

5.6.1   Notwithstanding anything to the contrary contained herein, the Lump Sum Termination Payment shall not be payable to the Executive in the event that the Executive is terminated without cause during the time period from November 12, 2008 through September 11,2009 (the “Reduced Lump Sum Period”). If the Executive is terminated during the Reduced Lump Sum Period without cause, the Executive shall be entitled to receive a lump sum equal to the balance of his Salary that would have been payable to him for the balance of the term of this Agreement.

5.7   Disability. If the Executive is incapacitated by accident, sickness or otherwise so as to render him mentally or physically incapable of performing fully the duties required of him under this Agreement (referred to herein as a “Disability”) for either (i) a period of one hundred and twenty (120) consecutive calendar days or (ii) an aggregate of one hundred and fifty (150) calendar days during any twelve (12) month period, the Corporation may terminate this Agreement and the Executive’s employment hereunder effective immediately following the expiry of either of such foregoing periods upon giving the Executive written notice of such

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termination. In the event of termination pursuant to this paragraph 5.7, the Corporation shall pay to the Executive the amounts and satisfy the obligations set forth under paragraph 5.6 above.

5.8   The Executive shall have no further right to sue the Corporation for damages or additional wages or benefits other than as set out herein. The Executive hereby waives any claim to further notice or compensation other than any bonus which has been fully earned as at the date of termination. For greater certainty any bonus which shall be determinable only upon future results or information which can' only be calculated at some time after the date of termination shall not be deemed to be fully earned.

SECTION 6 – PERSONAL INFORMATION & PRIVACY

6.1   The Executive recognizes that any information concerning the officers, directors, employees, customers and other individuals about whom the Corporation holds information may be subject to the requirements of Personal Information Protection and Electronic Documents Act, 2000, c.5 (“PIPEDA”), and other laws governing privacy which may apply in Canada or the United States of America.

The Executive hereby consents to the collection, use and disclosure of Personal Information (as such term is defined in PIPEDA) about the Executive as may be required for the following purposes, in order to facilitate the purposes of this Agreement and facilitate and promote the ongoing business operations of the Corporation: (i) for reporting purposes to any trade or professional association governing the Corporation or any investigative body having authority over the Corporation to the extent that such information is required to be reported to such association or body; (ii) as required by law; (iii) as required in order to obtain financing for the Corporation; (iv) as required to obtain business contracts for the Corporation; (v) in connection with any proposed sale of shares of the Corporation or of substantially all of the assets of the Corporation; (vi) in connection with obtaining employee benefits and/or insurance; (vii) in connection with any outsourcing of information by the Corporation to third party suppliers of information processing services, including, without limitation, payroll, health benefits, insurance and pension plan benefits to the extent necessary to provide such services; (viii) for the internal operational purposes of the Corporation; (xi) for any purpose required or permitted under the Personal Information Protection and Electronic Documents Act or any other law governing privacy in Canada or the United States of America; and (x) to the Executive or to any other party with the consent of the Executive subject to and in accordance with the terms of the Personal Information Protection and Electronic Documents Act or any other law governing privacy in Canada or the United States of America.

6.2   The Executive acknowledges that through the Executive’s employment with the Corporation, the Executive will become aware of Personal Information (as such term is defined in PIPEDA) which is collected used or disclosed by the Corporation or transferred to the Corporation for processing purposes.

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The Executive hereby agrees and covenants with the Corporation that the Executive will not, without the prior written consent of the Corporation, disclose or make available such Personal Information to any other person or entity except in accordance with the Corporation's instructions.

The Executive agrees that the Personal Information of others provided to it by the Corporation shall only be used for such purposes as are specified by herein and that the Executive shall not sell, trade, barter, disclose or transfer such Personal Information to any other party or to use the Personal Information for any other purpose other than the purposes permitted by this Agreement. The Executive shall follow all rules and regulations of the Corporation with respect to such Personal Information.

From time to time, the Executive shall execute such further agreements to hold in confidence Personal Information of others disclosed or transferred to the Executive by the Corporation as may be required by the Corporation.

SECTION 7 – MISCELLANEOUS

7.1   Modifications and Amendments. No provisions of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing signed by the Executive and the Board of Directors of the Corporation.

7.2   Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto and supersedes any and all prior agreements and understandings.

7.3   Law Governing. This Agreement shall be subject to and governed by the laws of the Province of Ontario. The courts of Ontario shall have exclusive jurisdiction with respect to any dispute or other matter arising hereunder.

7.4   Severability. The invalidity, illegality or unenforceability of any provision in this Agreement shall not in any way affect or impair the validity, legality or enforceability of the remaining provisions of this Agreement.

7.5   Consultation, with Counsel. The Executive acknowledges that he has, had sufficient time to read and understand this Agreement, that this is a binding legal document and that the Executive is hereby encouraged by the Corporation to consult with a solicitor of the Executive's choice, at the expense of the Executive.

7.6   Notices. Any notices or other communications required to be given pursuant to this Agreement shall be in writing and shall be deemed given: (i) upon delivery, if by hand; (ii) after two (2) business days if sent by express mail or courier; (iii) after four (4) business days of the date of mailing, if sent by registered or certified mail, postage prepaid, return receipt requested or (iv) upon transmission, if sent by facsimile (provided that a confirmation copy is sent in the manner provided in clause (ii) or clause (iii) of this paragraph within thirty-six (36) hours after such transmission), except that if notice is received by facsimile after 5:00 p.m. on a business day at the place of receipt, it shall be effective as of the next following business day. As used hereunder, a "business day" shall mean any day other than a Saturday, Sunday or bank/statutory

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holiday in the Province of Ontario. All communications hereunder shall be delivered to the respective parties at the following addresses:

if to the Corporation at:	c/o Osprey Capital Partners Suite 1705, 55 University Avenue Toronto, Ontario M5J 2H7 Fax (416) 867-8301
If to the Executive at:	A3-142 Pears Ave Toronto, On M5R 1T2

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

7.7   Enurement and Assignability. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, representatives and assigns. This Agreement is assignable to any legal successor of the Corporation. This Agreement may not be assigned by the Executive.

7.8   Other Provisions. All dollar amounts referred to in this Agreement are expressed in Canadian funds. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement. In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities. This Agreement may be executed in counterparts (either by original signatures or by facsimile copy), each of which shall constitute an original and all of which taken together shall constitute one (1) and the same instrument.

7.9   Injunctive Relief. The Executive agrees that in the event of any breach of this Agreement by the Executive, damages, will be an inadequate remedy and that the Corporation shall be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

IN WITNESS WHEREOF the parties have executed this Agreement this 15th day of September, 2006.

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SIGNED, SEALED AND DELIVERED	)
in the presence of:	)
	)
	)
/s/ Trevor Michael	)	/s/ John Pritchard
Witness: Trevor Michael	)	John Pritchard
	GOLD RUN INC.
	By:	/s/ D. Richard Brown
		Name: D. RICHARD BROWN
		Title: CHAIRMAN
	I HAVE AUTHORITY TO BIND THE CORPORATION

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Schedule “A”

OPTION AGREEMENT

THIS AGREEMENT dated as of the 15th day of September, 2006, between John Pritchard (the “Optionee”) and Gold Run Inc. (the “Optionor”);

WHEREAS the Optionee has entered into an Employment Agreement with the Optionor dated of even-date herewith (the “Employment Agreement”);

AND WHEREAS the Optionor desires to grant to the Optionee and option to purchase the Optioned Shares (as defined below) on the terms and conditions set out herein;

NOW THEREFORE in consideration of the mutual promises contained herein and the payment of $1 by each party hereto to the other and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1   Definitions

In this Agreement and the recitals hereto, unless the context otherwise requires, the following words and expressions shall have the following meanings:

(a) “Cause” has the meaning ascribed to such term in the Employment Agreement;

(b) “Expiry Date” means September 14, 2011 .at 11:59 p.m. (Toronto time);

(c) “Date of Termination” means the actual date of termination for any reason of the office or employment of the Optionee, and does not include any period during which the Optionee is in receipt of or is eligible to receive any statutory, contractual or common law notice or compensation in lieu thereof or severance payments following the actual date 6f termination or resignation;

(c) “Option Notice” means a notice indicating that the Optionee is exercising the Option in whole or in part

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(d) “Option Price” means US $0.25 per Optioned Share on the first 500,000 Optioned Shares acquired on exercise of the Option pursuant to this Agreement and US $0.50 per Optioned Share on the remaining 1,000,000 Optioned Shares acquired on exercise of the Option pursuant to this Agreement;

(e) “Optioned Shares” means the common shares of the Optionor that may be subscribed for by the Optionee pursuant to the terms of this Agreement, being 1,500,000 common shares of the Optionor and “Optioned Share” means any one of such common shares of the Optionor.

1.2   Sections and Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms this Agreement, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3   Time Periods

When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded.

1.4   Extended Meanings

Words importing the singular number only shall include the plural and vice versa and words importing gender shall include masculine, feminine and neuter genders.

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ARTICLE 2
OPTION

2.1   Option Grant

The Optionor hereby grants to the Optionee the option (the “Option”) to purchase the Optioned Shares, at the Option Price, subject to the terms and provisions of this Agreement, and in particular as follows:

2.1.1 300,000 of the Optioned Shares, which shall vest and shall be available for exercise on the date of execution of this agreement;

2.1.2 a further 400,000 Optioned Shares, which shall vest and shall be available for exercise during the period September 15, 2006 through September 14, 2007 pro-rata on a daily basis. For clarity, as a result of the preceding sentence, on each day commencing September 15, 2006 up to and including September 14,2007, the Optionee will have the option to subscribe for 1,095.89 Optioned Shares;

2.1.3 a further 400,000 Optioned Shares, which shall vest and shall be available for exercise during the period September 15, 2007 through September 14, 2008 pro-rata on a daily basis;

2.1.4 the final 400,000 Optioned Shares, which shall vest and shall be available for exercise during the period September 15,2008 through September 14,2009 pro-rata on a daily basis; and

2.1.5 notwithstanding the foregoing, if the Optionee has not exercised all of the vested Option to which he is entitled at any time commencing the date hereof, then the Optionee may exercise such vested Option and subscribe for the respective Optioned Shares at any time up to the Expiry Date, subject to the early expiry provisions provided below.

2.2   Accelerated Vesting

Notwithstanding anything to the contrary contained herein, in the event that 50% of the issued and outstanding common shares of the Optionor are acquired by any one individual’ or entity (the “Control Person”), the Option as set out in Article 2.l shall vest in its entirety forthwith and the Optionee shall be entitled to exercise the Option and subscribe for the remainder of the Optioned Shares at the Option Price.

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2.3

The Option shall expire and terminate upon the Expiry Date as to such of the Optioned Shares in respect of which the Option has not then been exercised and such unexercised Optioned Sham shall no longer be available for exercise by the Optionee.

2.4   Option Notice and Payment

The Option may be exercised in whole or in part at any time and from time to time up to and including the Expiry Date in respect of the Optioned Shares. The Option may be exercised by the Optionee giving to the Optionor an Option Notice accompanied by a certified cheque or bank draft representing the Option Price in respect of the Optioned Shares for which the Option is being exercised. Certificates for the exercised Optioned Shares shall be issued and a copy of such certificate shall be delivered to the Optionee a reasonable time following the actual receipt of the Option Notice and payment for the Optioned Shares being acquired. The Optionee shall be registered in the books of the Optionor as the holder of the exercised Optioned Shares, which will be issued as fully paid and non-assessable shares.

2.5   Early Expiry

Any unvested portion of the Option will expire before the Date of Termination in the following events and any vested portions will be dealt with as follows:

(a) if the Optionee dies, the portion of the Option that has vested and is exercisable at the date of death of the Optionee may be exercised by the personal representative of the Optionee's estate on the earlier of (i) 60 days after the death of the Optionee and (ii) the Expiry Date;

(b) if the Optionee resigns his office or employment, the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee on the earlier of (i) thirty days after the Date of Termination and (ii) the Expiry Date;

(c) if the Optionee is terminated without Cause. the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee on the earlier of (i) sixty days after the Date of Termination and (ii) the Expiry Date;

(d) if the Optionee is terminated with Cause the portion of the Option that has vested and is exercisable at the Date of Termination may be exercised by the Optionee forthwith after the Date of Termination but no later than two business days from the Date of Termination; and

(e) in the event of permanent disability (as provided in the Employment Agreement), the portion of the Option that has vested and is exercisable at the Date of

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Termination may be exercised by the Optionee on the earlier of (i) six months after the Date of Termination and (ii) the Expiry Date;

provided that the board of directors of the Optionor may, in its absolute discretion, extend the Expiry Date for the Option at any time before or after such Option would otherwise have expired under this Agreement.

2.6   Arbitration

The parties hereby agree that they will use reasonable best efforts to resolve any disputes arising out of this Agreement in a co-operative and expeditious manner. To this effect, following notice of 'any party to the others of a disagreement (which shall include any failure to agree upon a matter to be agreed upon) the parties hereto shall consult and negotiate with one another in good faith an understanding to reach a just and equitable solution. If those attempts fail after a period of ten (10) business days (which, for greater certainty, excludes Saturdays, Sundays and any other' day recognized as a legal holiday either in the State of Delaware or the Province of Ontario) from the time the parties have been notified in writing of the disagreement, then every such disagreement shall be referred to arbitration in the English language in the City of Toronto, Ontario pursuant to the Arbitration Act (Ontario), as amended from time to time, to be held before a single arbitrator who is mutually agreed to by the parties, provided that, if the parties are unable to agree on an arbitrator within fifteen (15) days of receipt of the written notice, the arbitrator shall be chosen by a Judge of the Ontario Superior Court of Justice.

Notwithstanding the failure ..of any party to participate in the arbitration proceedings, the arbitrator may proceed to make an award and the costs of .the arbitration shall be borne as determined by the arbitrator

The parties acknowledge and agree that the award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in a court of competent jurisdiction. Notwithstanding the foregoing, the parties shall be entitled to seek injunctive relief or other equitable remedies from any court of competent jurisdiction. Except where clearly prevented by the issue in dispute, the parties agree to continue performing their respective obligations under this Agreement and the other related agreements entered into in connection with this Agreement while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.

2.7   Statutory Resale Restrictions of Optioned Share

The Optionee acknowledges and agrees that any and all resales of Optioned Shares owned by him will be subject to the applicable laws of the United States and Canada, and all applicable state and/or provincial laws; as well as any other restriction imposed by regulators or exchanges in Canada or the United States, in the event the Optioned Shares may become listed on an exchange.

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2.8   Voluntary Resale Restrictions of Optioned Shares

The Optionee acknowledges and agrees that any resale of Optioned Shares purchased pursuant to this Agreement will be further limited to the sale of no more than one (1%) percent of the Optioned Shares during each consecutive period of three (3) months commencing June 1,2007 (the Voluntary Resale Restriction”). Such restriction shall expire on August 31, 2008. For the purposes of this Article 2.8 only, it is deemed that any part of the Option that has vested pursuant to the terms of Article 2.1 shall be deemed to have been exercised for the purposes of determining the number of Optioned Shares that the Optionee holds. The Voluntary Resale Restriction shall be equally applicable to the Optionee, the founders of the Optionor and seed investors of the Optionor (collectively referred to in this paragraph as the “aforementioned individuals”). In the event that the Optionor relaxes these restrictions (the “Relaxed Restriction Terms”), the Optionee will participate in the Relaxed Restriction Terms, at his option, in any further permitted resales of Optioned Shares on a pro-rata basis with the aforementioned individuals.

2.9   Qualifying the Optioned Shares for Resale

The Optionor agrees to undertake to perform all necessary steps and file the necessary documentation with the Securities and Exchange Commission (the “Commission”) .in order to properly qualify the Optioned Shares for resale in the public market immediately after the Commission declares the Optionor’s registration statement effective.

2.10   Shareholders Agreement

In the event that the Optionor requires employees and/or its founders and/or seed investors to enter into any voting or shareholders agreement, the Optionee shall enter into such agreement prior to the Option exercise becoming effective. The Optionee acknowledges and confirms that the terms in any voting or shareholder agreement may not be favourable to the Optionee.

2.11   Right of First Refusal

In the event that after the Optionee ceases to be an employee of the Optionor, if it is the Optionee’s intention to sell any shares of the Optionor owned by him, which shares may have been purchased either through the exercise of the Option described herein or otherwise, the Optionee will give the Optionor written notice of his intention to do so together with the proposed terms of sale including but not limited to the sale price (the “Sale Notice”). Upon receiving such written notice from the Optionee, the Optionor shall have the right to purchase such shares from the Optionee for a period of ten (10) business days from the date that the Optionee provides said written notice to the Optionor of its intention to sell said shares on the terms set out in the Sale Notice. In the event the Optionor does not exercise its right of first refusal as aforesaid the Optionee shall be entitled to sell such shares to a third party for a period of 60 days and further provided that the sale terms to such third party are no more favourable. than the terms set out in the Sale Notice; failing which the right of first refusal provision in this paragraph shall again be applicable.

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ARTICLE 3
GENERAL

3.1   Amendments and Waivers

No modification, variation, amendment or termination by mutual consent of this Agreement and no waiver of the performance of any of the responsibilities of any of the parties hereto shall be effected unless such action is taken in writing and is signed by all parties. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

3.2   Severability

Each of the covenants, provisions, Articles, Sections, subsections and other subdivisions hereof is severable from every other covenant, provision, Article, Section, subsection and the invalidity or unenforceability of any one or more covenants, provisions, Articles, Sections, subsections or subdivisions of this Agreement shall not affect the validity or enforceability of the remaining covenants, provisions, Articles, Sections, subsections and subdivisions hereof.

3.3   Time of Essence

Time shall be of the essence in this Agreement.

3.4   Notice

(1) Any notice or other written communication required or permitted hereunder shall be in writing and:

(a) delivered personally to the party or, if the party is a corporation, an officer of the party to whom it is directed;

(b) sent by registered mail, postage prepaid, return receipt requested (provided that such notice or other written communication shall not be forwarded by mail if on the date of mailing the party sending such communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, including the existence of an actual or imminent postal service

18

disruption in the city from which such communication is to be mailed or in which the address of the recipient is found); or

(c) sent by facsimile with all necessary charges fully prepaid, confirmation of delivery requested.

(2) All such notices shall be addressed to the party to whom it is directed at the following addresses:

If to the Optionee:	A3-142 Pears Ave Toronto, ON M5R 1T2
If to the Optionor:	c/o Osprey Capital Partners Suite 1705, 55 University Avenue Toronto, Ontario M5J 2H7 Fax (416) 867-8301

with a copy to Harris + Harris LLP at:

Harris + Harris LLP
Barristers and Solicitors
2355 Skymark Avenue
Suite 300
Toronto, Ontario
L4W 4YG

Attention: Gregory H. Harris

Telephone No.: 905-629-7800
Facsimile No.: 905-629-4350

(3) Any party may at any time change its address hereunder by giving notice of such change of address to the other party or parties in the manner specified in this section. Any such notice or other written communication shall be effective on the day of actual delivery.

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3.4   Entire Agreement

This Agreement constitutes and contains the entire and only agreement among the parties relating to the matters described herein and supersedes and cancels any and all previous agreements and understandings between all or any of the parties relative hereto. Any and all prior and contemporaneous negotiations, memoranda of understanding or position, and preliminary drafts and prior versions of this Agreement, whether signed or unsigned, between the parties leading up to the execution hereof shall not be used by any party to construe the terms or affect the validity of this Agreement. There are no representations, inducements, promises, understandings, conditions or warranties express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

3.5   Application of Agreement

Except as hereinafter provided, neither of the parties hereto may assign its rights or obligations under this Agreement without the prior written consent of the other party hereto.

3.6   Subdivision or Consolidation of Shares

If the Optioned Shares are changed by way of being classified or reclassified, subdivided, consolidated or converted into a different number or class of shares or otherwise, or if the Optionor amalgamates, the Option Price and the type of security to be delivered to the Optionee upon exercise of the Option in whole or in part shall be adjusted accordingly, in all cases so that the Optionee shall receive the same number and type of securities as would have resulted from such change if the. Option or the remaining part thereof had been exercised before the date of the change.

3.7   Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States applicable therein.

3.8   Execution

This Agreement may be executed in several counterparts, each of which, when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. This Agreement may be transmitted by facsimile or such similar device and the reproduction of signatures by facsimile or such similar device will be treated as binding as if

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originals and each, party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

3.9   Further Assurances

The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give, full effect. to this agreement and every part thereof.

3.10   Enurement

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

IN WITNESS WHEREOF the parties have executed this Agreement.

SIGNED, SEALED AND DELIVERED	)
in the presence of:	)
	)
	)
	)
Witness	)	John Pritchard
	GOLD RUN INC.
	Per:
	Name:
	Title:
	I have authority to bind the corporation.

EX-10.9

THERIAULT EMPLOYMENT AGREEMENT

AGREEMENT, dated as of September 15, 2006, by and between GOLD RUN INC., a corporation (the Company) incorporated under the laws of Delaware, and having an office at 330 Bay St., Suite 330, Toronto, Ontario, Canada, M5H 2S8 and BRION THERIAULT, an individual (the Employee) residing at 972 Blue Jay Drive, Spring Creek, Nevada 89815.

W I T N E S S E T H:

WHEREAS, the Company desires to employ Employee as Senior Exploration Geologist of the Company to provide the services hereinafter set forth, on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Employee desires to accept such employment on such terms and subject to such conditions;

NOW, THEREFORE, the parties hereto do hereby covenant and agree as follows:

1. Employment and Term.

(a) The Company hereby employs the Employee, and the Employee agrees to serve the Company as Senior Exploration Geologist.

(b) The term of the Employee s employment hereunder shall commence on September 15, 2006 (the Effective Date), and shall end on the third (3rd) anniversary of the Effective Date, unless the same shall be sooner terminated as hereinafter provided (the Term); provided that the Term shall automatically renew on the third and each successive anniversary of the Effective Date for an indefinite number of successive one-year periods unless, not less than three (3) months prior to the then scheduled expiration of the Term, either the Company or the Employee shall give notice to the other of its election not to renew the Term as of such then scheduled expiration date.

2. Duties.

(a) Subject at all times to the control of the Board of Directors of the Company (the Board), the Employee shall report to the Company s President, and others as the Company may designate, and undertake activities and operations as directed by the President, consistent with the typical duties and obligations of a Senior Exploration Geologist of a junior exploration company. The Company and the Employee shall comply in all material respects with all federal, state and local laws, ordinances, regulations, rules and orders applicable to it or him, as the case may be, it being understood and agreed that the Employee, shall be reasonably responsible to assure that the Company remain in such compliance.

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(b) The Employee shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Company. The Employee will devote substantially all of his time and attention exclusively to the rendering of his services hereunder, subject to four (4) weeks vacation per year of the Term (a Term Year).

3. Base Salary. During the Term, the Company shall cause the Employee to receive a total base salary (the Base Salary) at the rate of U.S. $96,000 per annum, subject to such increases, if any, as the Employee and the Board may from time to time agree, in each case payable in accordance with the payroll practices of the Company.

4. Expenses. The Employee shall, during the Term, be entitled to receive reimbursement of all expenses reasonably incurred by the Employee in performing his services hereunder, including all travel and living expenses while away from home on business or incurred at the specific request or direction of the Company; provided that all such expenses must be reasonable, and must be incurred and accounted for in accordance with the rules, policies, procedures and guidelines, if any, established or to be established by the Company (as the same may be modified or amended from time to time), and must be submitted to the Company, with appropriate expense vouchers and substantiated by evidence competent to establish such expenses to the United States Internal Revenue Service and otherwise as the Company may require.

5. Termination of Employment. Any other provision of this Agreement to the contrary notwithstanding, Employee s employment may be terminated only as follows:

(a) At the option of the Company, only in the event:

(i) of the death of the Employee;

(ii) of the Employee s permanent disability, which shall mean the Employee s inability for a period of three consecutive months, because of a physical or mental condition, substantially to render the services required hereunder;

(iii) of good cause shown at any time, as defined in Section 5.(c), as determined by the Company, subject to reasonable prior notice of such cause and, if practicable, a reasonable opportunity to remedy such cause; or

2

(iv) at any time, at the discretion of the Company.

(b) At the option of the Employee, only in the event of any material breach by the Company of the terms hereof, subject to reasonable notice of such breach(es) and, if practicable, a reasonable opportunity to cure its breach(es).

(c) For purposes of Section 5.(a)(iii), good cause shall mean, but not be limited to:

(i) the failure of the Employee substantially to perform his duties hereunder (other than failure resulting from the Employee s incapacity resulting from physical illness), after reasonable notice of such failure and, if practicable, a reasonable opportunity to cure such failure;

(ii) any material breach by the Employee of the terms hereof, as determined by the Company, subject to reasonable notice of such breach(es) and, if practicable, a reasonable opportunity to cure his breach(es);

(iii) the commission by the Employee of (1) an act which constitutes a dishonest act against the Company, a customer, a vendor, an employee, a consultant or an advisor of the Company, or (2) an act which constitutes a fraud or felony under applicable law, or (3) any chronic violation of law; or

(iv) the Employee abuses any substance deemed detrimental, by the Company, to the performance of his duties during business hours or conducts business under the undue influence of such substances or his abuse of such substances adversely affects his ability to perform his duties, which the Employee shall not have cured after reasonable notice and a reasonable opportunity to cure.

(d) Upon the termination of the Employee s employment as provided in this Agreement, the Employee or his legal representatives shall be entitled to receive promptly any Base Salary accrued to the date of such termination. In addition, upon termination of the Employee s employment by the Company for any reason (including, but not limited to, the reason set forth at Section 5.(a)(iv) hereof) other than those reasons specifically set forth at Section 5.(a)(i) through (iii) hereof, the Company shall also pay to the Employee severance in an amount equal to three (3) months Base Salary; provided that, upon termination of the Employee s employment by the Company by reason of the event set forth at Section 5.(a)(i) hereof, the Company shall pay to the estate of the Employee severance in an amount equal to three (3) months Base Salary.

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6. Theriault Undertaking. Employee will not hold, accept or otherwise acquire any position with another entity, as a shareholder, partner, consultant, officer or director, which such position imposes on him, or may impose upon him in the future, a duty which could result in a conflict of interest arising between Employee and the Company respecting any aspect of mineral exploration, including, without limitation, acquisition or divestiture of properties, access to financing, and personnel.

7. Employee understands, acknowledges and agrees that, notwithstanding anything herein to the contrary, neither he nor an affiliate of his, including without limitation Dave Mathewson, will directly or indirectly acquire any interest in any property without first offering in writing such opportunity, without cost or markup, to the Company.

8. Stock or Option Plan. The Board of Directors of the Company shall determine, from time to time, in its discretion whether and to what extent the Employee may participate in any stock or option plan hereafter adopted by the Company.

9. Confidential Information. Employee acknowledges that, as a result of his employment by the Company, Employee will obtain secret and confidential information concerning the business of the Company, including without limitation the identity of vendors and sources of supply, their needs and requirements, the nature and extent of the Company s arrangements with them, and related cost, price and sales information. Employee also acknowledges that the Company would suffer substantial damage if, during the period of his employment with the Company or thereafter, Employee should divulge secret and confidential information relating to the business of the Company acquired by him in the course of his employment. Therefore, Employee agrees that he will not at any time, whether during the Term or thereafter, disclose or divulge at any time to any person, firm or Company, any secret or confidential information obtained by Employee while employed by the Company, including but not limited to operational, financial, business or other affairs of the Company, trade know how or secrets, vendor lists, employee lists, consultant lists, sources of supply, pricing policies, operational methods or technical processes.

10. Construction and Enforcement of Section 9. The parties hereto recognize and acknowledge that the provisions of Section 9 are of great importance and value to the Company. The Employee recognizes that the provisions of Section 9 are necessary for the Company s protection, are reasonable restraints ancillary to the formation and organization of the business and the retention of the Employee to run the business, and that the Company would be irreparably damaged by a breach thereof and would not be adequately compensated by monetary damages. The Company, therefore, in addition to its other remedies, shall be entitled to an injunction from any court having jurisdiction restraining any violation or threatened violation of the provisions of Section 9, without the necessity of proving monetary damages, and without the necessity of proving that monetary damages would be insufficient. If any provision of Section 9 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area, or all of them, and such provision shall then be applicable in such modified form. If any provision of Section 9 shall be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions of Section 9 or affecting the validity or enforceability of such provisions in any other jurisdiction.

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11. Release upon Termination or Expiration. In the event that the employment of the Employee with the Company is terminated or expires for any reason, in exchange for payment in full of all amounts owing to Employee under the terms of this Agreement at the date of termination, the Employee shall execute and deliver to the Company a general release in form to be determined by the Company, to the effect that Employee acknowledges that receipt of any monies and benefits pursuant to the terms of this Agreement is in full satisfaction of any and all outstanding claims or entitlements which the Employee may otherwise have against the Company, as well as the officers, directors, employees and agents of the Company, under or in respect of, this Agreement.

12. Entire Agreement; Amendment. This Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter thereof. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party or parties against whom any amendment, waiver, change, modification or discharge is sought.

13. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, by certified mail, return receipt requested, as follows:

(a) To the Company:

GOLD RUN INC.
330 Bay St.
Suite 820
Toronto Ontario M5H 2S8

(b) To the Employee:

Mr. BRION THERIAULT
972 Blue Jay Drive
Spring Creek, Nevada 89815

5

and/or to such other persons and addresses as any party shall have specified in writing to the other by notice as aforesaid.

14. Assignability. In the event of any sale or other disposition of all or a substantial part of the business of the Company, whether by sale of stock, sale of assets, merger or otherwise, then the successors and assigns of such business shall assume all of the Company s obligations under this Agreement in respect of the Company so that the Employee will continue to have all of the benefits of this Agreement to the same extent that the Employee would have had had the aforesaid sale not taken place. This Agreement shall not be assignable by Employee, but it shall be binding upon, and shall inure to the benefit of, his heirs, executors, administrators and legal representatives. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.

15. Captions; Sections; The caption headings of the Sections and subsections of and to this Agreement are for convenience of reference only and are not intended to be, and should not construed as, defining or limiting the contents of such Sections and subsections. Unless otherwise indicated, all references in this Agreement to Sections and subsections are to Sections and subsections of this Agreement.

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein and the parties subject to the exclusive jurisdiction of the courts sitting in the State of Nevada having jurisdiction for resolution of all disputes arising under this agreement.

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

GOLD RUN INC.
By:	/s/ John Pritchard
	John Pritchard, CEO
	/s/ Brion Theriault
	BRION THERIAULT

6

EX-10.10

THERIAULT STOCK ASSIGNMENT AGREEMENT

This Stock Assignment Agreement is dated November ____ , 2006 and is made by and between David C. Mathewson, an individual residing at 1265 Mesa Drive, Fernley, Nevada 89408 (“Mathewson”) and Brion Theriault, an individual residing at 972 Blue Jay Drive, Spring Creek, Nevada 89815 (“Theriault”). This Agreement is effective retroactively as of September 16, 2006.

WHEREAS, Mathewson is President and Chief Geologist of Gold Run Inc., a Delaware corporation ("Gold Run"); and

WHEREAS, Mathewson owns 7,500,000 shares of common stock of Gold Run ("Common Stock"); and

WHEREAS, the shares of Common Stock owned by Mathewson are subject to resale restrictions set forth in his Amended and Restated Agreement with Gold Run dated November 20, 2006; and

WHEREAS, Mathewson wishes to assign Theriault 1,500,000 shares of Common Stock owned by Mathewson in order to induce Theriault to work for Gold Run; and

WHEREAS, Theriault wishes to accept such inducement; and

WHEREAS, Gold Run consents to Mathweson’s assignment of 1,500,000 of his shares of Common Stock to Theriault.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Assignment; Consideration; Certificates. Upon the payment of One Hundred Fifty Dollars ($150) from Theriault, Mathewson will sell and assign 1,500,000 of his shares of Common Stock to Theriault.

2. Mathewson's Right of Repurchase.

(a) Notwithstanding the foregoing, Mathewson shall have the right to repurchase at a price of one-one hundredth of a cent ($0.0001) per share a portion of the shares of Common Stock now being sold to Theriault if Theriault shall leave Gold Run’s employ for any reason before September 16, 2009.

(b) The number of shares of Common Stock which Mathewson may repurchase from Theriault under this Section 2 shall equal the product of one thousand three hundred sixty nine and 863/1000 (1,369.863) multiplied by the number of days between the end of Theriault’s employment and September 16, 2009. The number of days shall include both the date that Theriault’s employment ceases and September 16, 2009. The number of shares subject to this right to repurchase shall be rounded to the nearest whole number.

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(c) If Mathewson desires to repurchase shares of Common Stock from Theriault under this Section 2, he must do so within thirty (30) days after Theriault ceases to be employed by Gold Run.

(d) If Mathewson’s employment with Gold Run shall for any reason cease either before or simultaneously with Theriault’s cessation of employment with Gold Run, then Gold Run shall succeed to Mathewson’s rights under this Section 2.

3. Restrictions on Resale.

(a) Theriault acknowledges that the shares of Common Stock which he is purchasing are being purchased for his own account, as an investment and not for the purpose of resale.

(b) Theriault may not sell, assign, pledge, transfer or hypothecate the shares of Common Stock that he is purchasing until one (1) year after he has paid for his shares in accordance with Section 1 hereof. Thereafter, Theriault may sell in accordance with applicable U.S. Federal securities laws, including Rule 144 promulgated by the Securities and Exchange Commission, a number of shares equal to five percent (5%) of his shareholdings every six (6) months until two (2) years after he has paid for his shares in accordance with Section 1 hereof. Thereafter, he may freely dispose of his shares in accordance with applicable U.S. Federal securities laws. Notwithstanding anything else in this paragraph, Theriault shall not dispose of and shall continue to hold that number of shares of Common Stock sufficient to satisfy Mathewson’s repurchase rights under Section 2 hereof.

(c) To help implement this provision, Theriault consents to Gold Run maintaining custody of the stock certificates evidencing his shares of Common Stock until one (1) year after he has paid in full for his stock.

(d) The certificates evidencing Theriault’s shares of Common Stock shall bear appropriate restrictive legends indicating that his shares are subject to U.S. Federal securities laws and to the terms of this Agreement.

4. Further Documents. The parties agree to execute such further documents, deeds, and instruments as may be necessary or advisable to effectuate the provisions of this Agreement.

5. Representations. The parties each make the following representations and warranties to the other, and to Gold Run: (i) the parties each have the authority to enter into this

2

Agreement; (ii) this Agreement does not conflict with any other agreement to which Mathewson or Theriault are respectively parties or to which either may be bound; (iii) the parties have each read and understand this Agreement, and (iv) although this Agreement has been drafted at the parties’ request by one of Gold Run’s counsel, the parties have each had the opportunity to consult with counsel of their respective choosing before signing this Agreement and have not relied upon Gold Run or its counsel for legal advice with respect to this Agreement.

6. Notices. All notices, requests, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, by certified mail, return receipt requested, to the addresses of the parties set forth in the first paragraph of this Agreement and/or to such other persons and addresses as either party shall have specified in writing to the other by notice as aforesaid. Two copies of any notices, requests or other communications hereunder shall be forwarded to Gold Run at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada.

7. Captions. The caption headings in this Agreement are for convenience only and are not intended to be construed as defining or limiting the contents of any portion of this Agreement.

8. Governing Law. Any dispute hereunder will be decided in accordance with the laws of the State of New York and the parties hereby submit to the exclusive jurisdiction of the state and federal courts sitting in the City of New York for resolution of any disputes under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on November ___ , 2006.

David C. Mathewson

Brion Theriault

CONSENTED TO:

GOLD RUN INC.

________________________________
John Pritchard, Chief Executive Officer

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EX-10.11

SHARE PURCHASE AGREEMENT

THIS OFFER made as of the 12th day of May, 2006

FROM: TREVOR MICHAEL

(hereinafter referred to as the “Purchaser”)

OF THE FIRST PART;

TO: GORDON COOPER

(hereinafter referred to as the “Vendor”),

OF THE SECOND PART.

The Purchaser and the Vendor hereby agree as follows:

1. PURCHASE AND SALE

1.1 Agreement to Purchase

The Purchaser agrees to purchase from the Vendor and the Vendor agrees to sell to the Purchaser, upon and subject to the terms, and conditions hereof, 1,000,000 Common Shares in the capital of Gold Run Inc. (hereinafter referred to as the “Purchased Shares” and the “Corporation” respectively).

2. PURCHASE PRICE

2.1 Price

The parties agree that the purchase price for the Purchased Shares shall be $10.00 and that this amount and other good and valuable consideration has previously been transferred in consideration of the transfer of the Purchased Shares from the Vendor to the Purchaser and the Vendor specifically acknowledges that no further consideration is due.

3. REPRESENTATIONS AND WARRANTIES

3.1 Vendor Representations and Warranties

The Vendor represents and warrants to the Purchaser that:

2

3.1.1 the Purchased Shares are owned by the Vendor with good title thereto, free and clear of all charges, liens, pledges or other encumbrances and rights of others;

3.1.2 subject to the articles and any unanimous shareholders’ agreement of the Corporation (and each of the parties agree and acknowledge that there exists no shareholders’ agreement with respect to the Corporation or its Shareholders as at the date hereof), the Vendor has full right, power and authority to sell, transfer and deliver the Purchased Shares to the Purchaser;

3.1.3 the Vendor is not a non-resident of Canada for the purposes of section 116 of the Income Tax Act (Canada) (the “Act”) and the sale of the Purchased Shares by the Vendor is not a disposition of taxable Canadian property by a non-resident person within the meaning of section 116 of the Act.

3.2 Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Vendor that the Purchaser is not a non-Canadian within the meaning of the Investment Canada Act.

3.3 Survival

The representation and warranties of the Vendor and the Purchaser contained in this Article shall survive the completion of the purchase and sale of the Purchased Shares and shall continue in full force and effect.

3.4 Covenants

3.4.1 The parties hereto covenant and agree to take all corporate actions necessary to consent to the transfer of the Purchased Shares from the Vendor to the Purchaser.

3.5 Power of Attorney

If the Vendor fails to fulfill any covenant or agreement contained herein, the Purchaser shall have the right, if not in default under this Agreement, without prejudice to any other rights which it may have, to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, certificates, resignations or other documents that may be necessary to complete the subject transaction and the Vendor hereby irrevocably appoints the Purchaser his or her attorney in that behalf with full power of substitution, and the Vendor declares that this power of attorney may be exercised during any subsequent legal incapacity of his or her part.

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4. GENERAL

4.1 Further Assurances

Each party shall from time to time execute or procure such documents and other assurances as may be reasonable or advisable to give effect to the provisions of this Agreement.

4.2 Non-Waiver

The failure of any party to insist upon strict performance of any of the agreements, terms, covenants and conditions hereof shall not be deemed a waiver of any rights or remedies that the party may have and shall not deemed a consent, acquiescence or waiver of any subsequent breach or default in respect of any such agreements, terms, covenants and conditions whether of the same or a different character.

4.3 Cumulative Remedies

No right or remedy conferred upon or reserved to any party by this agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy. Nothing herein contained shall bar the each party a right to obtain injunctive relief against threatened conduct that may cause it loss or damage, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunction.

4.4 Continuing Covenants

A party’s consent to a transfer or assignment of an interest in this agreement shall not constitute a waiver of any claims it may have against the other nor shall it be deemed a waiver of the any party’s right to demand exact compliance with any of the terms of this agreement by the other.

4.5 No Other Agreement

This agreement contains the only agreement between the parties relating to the transactions and matters contemplated herein and no prior warranties or representations collateral or otherwise, prior stipulations, agreement or understanding, verbal or otherwise shall be valid or enforceable unless embodied in this agreement and same may be modified only in writing executed by the parties hereto.

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4.6 Choice of Law

This Agreement shall be interpreted and construed in accordance with and shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

4.7 Time

Time is of the essence of this Agreement.

4.8 Enurement

This Agreement and everything herein contained shall extend to and bind and enure to the benefit of the respective heirs, executors, administrators, successors and assigns (as the case may be) of each and every one of the parties hereto.

4.9 Interpretation

4.9.1 In construing this document, the words “Vendor” and “Purchaser” and all personal pronouns shall be read as the number and gender of the party or parties referred to herein require and all necessary grammatical changes, as the context requires, shall be deemed to be made.

4.9.2 The insertion of headings in this agreement is for convenience of reference only and shall not affect the construction or interpretation of this agreement.

4.9.3 Every provision of this agreement is intended to be severable. In the event that any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality shall not affect the validity of the remainder of this agreement.

4.9.4 Offer and acceptance of this agreement may be performed by facsimile transmission, and if so transmitted, such facsimile copy shall be deemed to be an original.

4.10 Counterparts

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same instrument.

5

IN WITNESS WHEREOF the parties have made this agreement as of the date first above-written.

SIGNED, SEALED AND DELIVERED	)
in the presence of:	)
	)
	)
	)
	)
/s/ D N Cooper	)	/s/ Gordon Cooper
Witness	)	Gordon Cooper
	)
	)
	)
/s/ Trevor Michael	)	/s/ Trevor Michael
Witness	)	Trevor Michael

EX-10.12

SHARE PURCHASE AGREEMENT

THIS OFFER made as of the 12th day of May, 2006

FROM: TREVOR MICHAEL

(hereinafter referred to as the “Purchaser”)

OF THE FIRST PART;

TO: JASBIR GILL

(hereinafter referred to as the “Vendor”),

OF THE SECOND PART.

The Purchaser and the Vendor hereby agree as follows:

1. PURCHASE AND SALE

1.1 Agreement to Purchase

The Purchaser agrees to purchase from the Vendor and the Vendor agrees to sell to the Purchaser, upon and subject to the terms, and conditions hereof, 500,000 Common Shares in the capital of Gold Run Inc. (hereinafter referred to as the “Purchased Shares” and the “Corporation” respectively).

2. PURCHASE PRICE

2.1 Price

The parties agree that the purchase price for the Purchased Shares shall be $10.00 and that this amount and other good and valuable consideration has previously been transferred in consideration of the transfer of the Purchased Shares from the Vendor to the Purchaser and the Vendor specifically acknowledges that no further consideration is due.

3. REPRESENTATIONS AND WARRANTIES

3.1 Vendor Representations and Warranties

The Vendor represents and warrants to the Purchaser that:

2

3.1.1 the Purchased Shares are owned by the Vendor with good title thereto, free and clear of all charges, liens, pledges or other encumbrances and rights of others;

3.1.2 subject to the articles and any unanimous shareholders’ agreement of the Corporation (and each of the parties agree and acknowledge that there exists no shareholders’ agreement with respect to the Corporation or its Shareholders as at the date hereof), the Vendor has full right, power and authority to sell, transfer and deliver the Purchased Shares to the Purchaser;

3.1.3 the Vendor is not a non-resident of Canada for the purposes of section 116 of the Income Tax Act (Canada) (the “Act”) and the sale of the Purchased Shares by the Vendor is not a disposition of taxable Canadian property by a non-resident person within the meaning of section 116 of the Act.

3.2 Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Vendor that the Purchaser is not a non-Canadian within the meaning of the Investment Canada Act.

3.3 Survival

The representation and warranties of the Vendor and the Purchaser contained in this Article shall survive the completion of the purchase and sale of the Purchased Shares and shall continue in full force and effect.

3.4 Covenants

3.4.1 The parties hereto covenant and agree to take all corporate actions necessary to consent to the transfer of the Purchased Shares from the Vendor to the Purchaser.

3.5 Power of Attorney

If the Vendor fails to fulfill any covenant or agreement contained herein, the Purchaser shall have the right, if not in default under this Agreement, without prejudice to any other rights which it may have, to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, certificates, resignations or other documents that may be necessary to complete the subject transaction and the Vendor hereby irrevocably appoints the Purchaser his or her attorney in that behalf with full power of substitution, and the Vendor declares that this power of attorney may be exercised during any subsequent legal incapacity of his or her part.

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4. GENERAL

4.1 Further Assurances

Each party shall from time to time execute or procure such documents and other assurances as may be reasonable or advisable to give effect to the provisions of this Agreement.

4.2 Non-Waiver

The failure of any party to insist upon strict performance of any of the agreements, terms, covenants and conditions hereof shall not be deemed a waiver of any rights or remedies that the party may have and shall not deemed a consent, acquiescence or waiver of any subsequent breach or default in respect of any such agreements, terms, covenants and conditions whether of the same or a different character.

4.3 Cumulative Remedies

No right or remedy conferred upon or reserved to any party by this agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy. Nothing herein contained shall bar the each party a right to obtain injunctive relief against threatened conduct that may cause it loss or damage, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunction.

4.4 Continuing Covenants

A party’s consent to a transfer or assignment of an interest in this agreement shall not constitute a waiver of any claims it may have against the other nor shall it be deemed a waiver of the any party’s right to demand exact compliance with any of the terms of this agreement by the other.

4.5 No Other Agreement

This agreement contains the only agreement between the parties relating to the transactions and matters contemplated herein and no prior warranties or representations collateral or otherwise, prior stipulations, agreement or understanding, verbal or otherwise shall be valid or enforceable unless embodied in this agreement and same may be modified only in writing executed by the parties hereto.

4

4.6 Choice of Law

This Agreement shall be interpreted and construed in accordance with and shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

4.7 Time

Time is of the essence of this Agreement.

4.8 Enurement

This Agreement and everything herein contained shall extend to and bind and enure to the benefit of the respective heirs, executors, administrators, successors and assigns (as the case may be) of each and every one of the parties hereto.

4.9 Interpretation

4.9.1 In construing this document, the words “Vendor” and “Purchaser” and all personal pronouns shall be read as the number and gender of the party or parties referred to herein require and all necessary grammatical changes, as the context requires, shall be deemed to be made.

4.9.2 The insertion of headings in this agreement is for convenience of reference only and shall not affect the construction or interpretation of this agreement.

4.9.3 Every provision of this agreement is intended to be severable. In the event that any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality shall not affect the validity of the remainder of this agreement.

4.9.4 Offer and acceptance of this agreement may be performed by facsimile transmission, and if so transmitted, such facsimile copy shall be deemed to be an original.

4.10 Counterparts

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same instrument.

5

IN WITNESS WHEREOF the parties have made this agreement as of the date first above-written.

SIGNED, SEALED AND DELIVERED	)
in the presence of:	)
	)
	)
	)
	)
/s/ D. Richard Brown	)	/s/ Jasbir Gill
Witness	)	Jasbir Gill
	)
	)
	)
/s/ D. Richard Brown	)	/s/ Trevor Michael
Witness	)	Trevor Michael

EX-10.13

EX-10.14

Gold  Run Inc. Directors
Attention: John Pritchard                             June 22, 2007
Gold Run Inc.
330 Bay St. Suite 820
Toronto, Ont M5H 2S8

Sirs,

In order to accommodate the revised IPO schedule, the following changes in the
underlying exploration financing obligation agreement are suggested and
approved by Dave Mathewson as per this letter:

      The August 11 and September 30, 2006 obligations are believed to have been
      fulfilled.

      The May 31, 2007 obligation of $500,000 is moved to August 1, 2007.

      The July 31, 2007 obligation, currently $1,900,000, is changed to $900,000
      October 1, 2007 and the remaining $1,000,000 is moved in two parts:
      $500,000 to January 31, 2009 for a total of $1,000,000 on that date, and
      $500,000 to April 30, 2009 for a total of $1,000,000 on that date, keeping
      the grand total obligation to $6,000,000 by April 30, 2009. Of course at
      the desire and benefit to Gold Run Inc. any portions of, or the entire
      obligation may be accelerated.

Please acknowledge acceptance of this revised obligation schedule. Thank you.

Sincerely,

/s/ DAVID C. MATHEWSON
- ----------------------
Dave Mathewson
775-835-6177
775-287-0969 (cell)


GOLD RUN LOGO

June 24, 2007

David C. Mathewson                                          VIA FAX
265 Mesa Drive
Fernley, NV
89408

Dear Mr. Mathewson,

Please accept this letter as confirmation that Gold Run Inc. accepts the revised
funding obligation schedule as set forth in your letter of June 22, 2007.

Sincerely,
Gold Run Inc.


/s/ JOHN M. PRITCHARD
- ---------------------
John M. Pritchard
CEO


cc: Board of Directors

Executive Offices 330 Bay St., Suite 820, Toronto, ON, M5H 2S8
                                             Tel: 416.363.0151 Fax: 416.364.2292

EX-10.15

     Exhibit 10.15

EX-10.16

                             SUBSCRIPTION AGREEMENT

      This Subscription Agreement (hereinafter, the "Agreement") is dated as of
August 8th, 2007 and is made by and between Gold Run Inc., a Delaware
corporation (hereinafter, "Seller") and Abdulsalam A. al-Abdulkarim
(hereinafter, "Buyer"), a natural person with the mailing address set forth
underneath his signature line.

      WHEREAS, the Seller's initial public offering for an aggregate of
$8,000,000 worth of its common stock at a price of $1 per share was declared
effective by the Securities and Exchange Commission on May 14, 2007; and

      WHEREAS, the Buyer received the Seller's Post-Effective Amendment No. 1
and subscribed for $500,000 worth of the Seller's stock after June 27, 2007.

      WHEREAS, the Securities and Exchange Commission later compelled the Seller
to return all subscriptions from its initial public offering; and

      WHEREAS, the Seller has requested written instructions from the Buyer
regarding where to send the refund of his $500,000 subscription; and

      WHEREAS, the Seller has advised the Buyer that it intends to file a
Post-Effective Amendment No. 4 to its existing registration statement on Form
SB-2 that will reduce its minimum offering from $3,000,000 to $2,500,000, and
that will reduce the price per share of its initial public offering from $1.00
to $.75.

      WHEREAS, the Buyer is now instructing the Seller and its escrow agent that
instead of physically transmitting to him his $500,000 refund in cancellation of
his subscription to the Seller's initial public offering, the Buyer wants to use
his refund to purchase 666,667 shares of the Seller's common stock for $500,000
in a private placement pursuant to Regulation S promulgated under the Securities
Act of 1933, as amended (hereinafter, the "Securities Act").

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Number of Shares; Purchase Price; Payment. The Buyer agrees to purchase
from the Seller 666,667 shares of the Seller's common stock, par value $0.000001
per share (hereinafter, the "Common Stock"), for an aggregate purchase price of
$500,000 (hereinafter, the "Purchase Price"). Payment of the Purchase Price,
which shall give the Buyer a credit for any wiring charges incurred in
connection with the purchase and rescission of the subscription to the original
public offering, shall be made in accordance with the written instructions
annexed hereto as Exhibit A.


      2. Use of Proceeds. The proceeds from the sale of Common Stock shall be
used by the Seller for urgently needed working capital until its Post-Effective
Amendment No. 4 is declared effective and until its initial public offering
closes. However, there is no guarantee that the Post-Effective Amendment No. 4
will be declared effective, or that the Seller will close on its initial public
offering. If either of these events do not occur, the Buyer will likely lose his
investment. Most of the proceeds from the sale of this Common Stock shall be
used by the Seller to make lease payments, make claim maintenance payments, and
continue funding its exploration program.

      3. Registration Rights. Within sixty (60) days of the date of this
Agreement, the Seller shall prepare and file an amendment to its existing
registration statement on Form SB-2 which shall include the registration on
behalf of the Buyer of all 666,667 shares of Common Stock being purchased by the
Buyer hereunder. Except for the number of shares being registered, such
registration shall be substantially on the same terms as those afforded to the
other selling shareholders included in such amendment. The Seller shall use its
best efforts to cause such amendment to become effective as soon as possible and
shall file such further amendments and supplements to such amendment and any
prospectus used in connection therewith as may be necessary to maintain the
effectiveness of such amendment and to comply with the applicable provisions of
the Securities Act, with respect to the disposition of the securities covered by
such amendment. The Seller shall pay all expenses incident to such registration.

      4. Seller's Representations and Warranties. The Seller hereby represents
and warrants to the Buyer as follows:

            (a) Organization and Good Standing. Seller is a corporation duly
      organized, validly existing, and in good standing under the laws of the
      State of Delaware, has all requisite corporate power and authority to own
      and operate its properties and assets and to carry on its business as now
      conducted and as proposed to be conducted, to execute and deliver this
      Agreement and carry out the provisions hereof, and to deliver the shares
      of Common Stock that the Buyer is purchasing hereunder.

            (b) Authorization. The execution, delivery and performance by Seller
      of this Agreement and the transactions contemplated hereby, are (i) within
      the power and authority of Seller, (ii) have been duly authorized by all
      of Seller's necessary corporate, stockholder and other proceedings, as the
      case may be, and (iii) do not and will not result in any breach of
      Seller's charter or by-laws or any law, regulation, order, judgment, writ,
      injunction, license, permit, agreement or instrument to which the Seller
      is subject.

            (c) Enforceability. The execution and delivery by the Seller of this
      Agreement and the delivery by the Seller of the shares of Common Stock
      that the Buyer is purchasing hereunder will result in legally binding
      obligations that are enforceable against the Seller in accordance with the
      terms and provisions of this Agreement.


                                       2


            (e) Consents. The execution, delivery and performance by the Seller
      of this Agreement does not and will not require the approval or consent
      of, or any filing with, any governmental authority or agency other than
      (i) those required by Regulation S as promulgated under the Securities
      Act, and (ii) those required in connection with the Seller's registration
      of the shares of Common Stock as set forth in Section 3 hereof.

      5. Buyers' Representations and Warranties. The Buyer hereby represents and
warrants to the Seller as follows:

            (a) Special Risks and Independent Investigation. The Buyer
      acknowledges that he has relied solely upon his own independent
      investigation in making a decision to purchase the Common Stock, and that
      the Common Stock is a speculative investment which involves a substantial
      degree of risk with no assurance of any income from such investment, and
      that the Common Stock may become worthless. The Buyer acknowledges that
      the Common Stock is not traded on any stock exchange and that there is no
      market for the Common Stock. The Buyer further acknowledges that there is
      no assurance that the Securities and Exchange Commission will declare any
      post-effective amendment effective or that the Seller will be able to
      raise the minimum $2,500,000 required for the proposed public offering to
      initially close. The Buyer understands that he will likely lose his
      investment if the Securities and Exchange Commission does not declare the
      Seller's post-effective amendment effective, or if the Seller is unable to
      raise the minimum required for the proposed public offering to initially
      close.

            (b) Compliance with Regulation S.

                  (i) The Buyer is Not a "U.S. person". The Buyer certifies that
            he is not a "U.S. person" and is not acquiring the Common Stock for
            the account or benefit of any "U.S. person", as such term is defined
            in Rule 902(k) promulgated under the Securities Act.

                  (ii) Offshore Transaction. The Buyer is a citizen of Kuwait
            and a resident of Kuwait. The Buyer was outside the United States
            when this Agreement was negotiated, and he was outside of the United
            States when he received this Agreement. This Agreement was executed
            by the Buyer outside of the United States, and the Buyer shall be
            outside of the United States when the instructions regarding
            transmitting the Purchase Price to the Seller are transmitted.

                  (iii) Resale Restrictions. The Buyer agrees that the Common
            Stock may be resold only in accordance with the provisions of
            Regulation S (Rule 901 through Rule 905, and Preliminary Notes)
            promulgated under the Securities Act, pursuant to registration under
            the Securities Act, or pursuant to an available exemption from
            registration under the Securities Act, the availability of which is
            to be established to the satisfaction of the Seller.


                                       3


                  (iv) No Hedging Transactions. The Buyer agrees not to engage
            in any hedging transactions with regard to the Common Stock unless
            in compliance with the provisions of the Securities Act.

                  (v) Refusal to Register Transfer. The Buyer understands that
            the Seller will refuse to register any transfer of the Common Stock
            not made in accordance with the provisions of Section 5(b)(iii)
            above. The Buyer understands that the Seller reserves all rights
            pursuant to Rule 903 promulgated under the Securities Act.

            (c) Accredited Investor. The Buyer is an accredited investor as
      defined in Rule 501 promulgated under the Securities Act.

            (d) Investment Intent. The Buyer is acquiring the Common Stock for
      investment purposes only, for his own account, and not with a view towards
      the distribution thereof. The Buyer has no contract, undertaking,
      agreement or arrangement with any person to sell, transfer, pledge or
      hypothecate the Common Stock to such person or to anyone else, and the
      Buyer has no plans to enter into any such contract, undertaking, agreement
      or arrangement.

            (e) No Compensation. The Buyer is not purchasing the Common Stock in
      exchange or as compensation for having done anything in the past or for
      doing anything in the future, directly or indirectly relating to Gold Run
      Inc. or to the offer or sale of Gold Run Inc. securities. The Buyer is not
      receiving, and has never received, any compensation or commissions for
      selling or placing, or agreeing to participate in the offer or placement
      of, any Gold Run Inc. securities.

            (f) Restricted Securities. The Buyer understands that until such
      time as the Common Stock shall have been registered as set forth in
      Section 3 hereof, the Common Stock are subject to the resale restrictions
      set forth, without limitation, in Regulation S and Rule 144 promulgated
      under the Securities Act. The Buyer understands that until such time as
      the Common Stock shall have been registered as set forth in Section 3
      hereof, the certificates evidencing the Common Stock shall bear a
      restrictive legend in substantially the following form:

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE "ACT"). BY PURCHASING SUCH SHARES, THE HOLDER HEREOF
            AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SHARES MAY
            NOT DIRECTLY OR INDIRECTLY BE OFFERED, SOLD, PLEDGED,
            GIFTED, HYPOTHECATED, TRANSFERRED, ASSIGNED OR OTHERWISE
            DEALT WITH OR DISPOSED OF UNLESS (A) IN ACCORDANCE WITH
            THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT;


                                  4


            (B) PURSUANT TO REGISTRATION UNDER THE ACT, OR (C)
            PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
            THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
            THE SATISFACTION OF THE COMPANY. THE HOLDER HEREOF FURTHER
            AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH REGARD
            TO THESE SECURITIES UNLESS CONDUCTED IN COMPLIANCE WITH
            THE ACT, WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
            THE COMPANY.

The Buyer understands that until such time as the Common Stock shall have been
registered as set forth in Section 3 herein, he may not dispose of the Common
Stock received hereunder, or any part thereof, or any interest therein, until
and unless the Seller's legal counsel shall have determined that the intended
disposition does not violate the law of any jurisdiction.

            (g) Registration Statement; Prospectus; Post-Effective Amendment;
      Sticker Amendments. The Buyer has reviewed: 1) Gold Run Inc.'s
      Post-Effective Amendment No. 1 to Form SB-2 dated June 27, 2007, 2) Gold
      Run Inc.'s amended Prospectus dated June 27, 2007 relating to the
      registration of 9,097,000 shares of Common Stock, 3) Gold Run Inc.'s
      sticker amendment dated July 12, 2007, and 4) Gold Run Inc.'s sticker
      amendment dated July 20, 2007. The Buyer has had the opportunity to
      consult with its counsel and ask any questions of Gold Run Inc. regarding
      the foregoing.

            (h) Documents and Records; Professional Advice. The Buyer
      acknowledges that the Seller has made available to it all requested
      documents and records in its possession and has offered it the opportunity
      to discuss this investment with its officers and representatives and
      obtain any documents or information necessary to verify the accuracy of
      any information furnished. The Buyer further acknowledges that no
      documents or information furnished to it by the Seller constitute
      investment, accounting, legal or tax advice, and that the Buyer is relying
      solely upon himself and his professional advisors, if any, for such
      advice.


                                       5

                                       1


            (i) Authorization. The execution, delivery and performance of this
      Agreement by the Buyer does not and will not result in any breach of any
      law, regulation, order, judgment, writ, injunction, license, permit,
      agreement or instrument to which the Buyer is subject.

            (j) Enforceability. The execution and delivery by the Buyer of this
      Agreement, and the delivery by the Buyer of the purchase price for the
      Common Stock, will result in legally binding obligations that are
      enforceable against the Buyer in accordance with the terms and conditions
      of this Agreement.

      6. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below each party's respective signature line or to such other address as such
party shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. Notices to the Buyer shall be made in accordance with this
section and shall be sent to Abdulsalam A. al-Abdulkarim, P.O. Box 4694, Safat,
Kuwait 13047, facsimile: , e-mail: akarimasalam@yahoo.com. Notices to the Seller
shall be made in accordance with this section and shall be sent to Gold Run
Inc., 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada, facsimile:
(416) 364-2292, with a copy to Charles J. Hecht, Esq., Hecht & Associates, P.C.,
275 Madison Avenue, 28th Floor, New York, New York 10016, facsimile: (212)
490-3263.

      7. Entire Agreement; Assignment. This Agreement represents the entire
agreement between the parties hereto with respect to the subject matter hereof.
No right or obligation of any party shall be assigned without the prior written
of the other party.

      8. Counterparts/Execution. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed an original, but all of which
shall together constitute one and the same instrument.

      9. Specific Enforcement. To the extent permitted by law, the Seller and
the Buyer each acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or are otherwise breached. It is
accordingly agreed that the parties shall be entitled to one or more preliminary
and final injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which any of them may be entitled by
law or equity.


                                       6

                                       2


      10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles that would result in the application of the substantive laws
of another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state or federal courts located in the County of New York, State of New
York. Both parties agree to submit to the jurisdiction of such courts. The
prevailing party shall be entitled to recover from the losing party its
reasonable attorney's fees and costs. In the event that any provision of this
Agreement is held invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of this Agreement. Nothing contained herein shall be deemed or operate
to preclude either party hereto from bringing suit or taking other legal action
against the other in any other jurisdiction to enforce a judgment of any court
located in New York County, City and State of New York, in favor of the
prevailing party.

      11. Change or Waiver. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.

      12. Section Headings. The section headings in this Agreement are for the
convenience of the parties only, and in no way alter, modify, amend, limit or
restrict the contractual obligations of the parties hereto.

                     **THE NEXT PAGE IS THE SIGNATURE PAGE**


                                       7


      EXECUTED as of the date first above written.

                                      SELLER:   GOLD RUN INC.

                                                /s/ John M. Pritchard
                                                ----------------------
                                                John M. Pritchard, CEO

                                      BUYER:    /s/ Abdulsalam A. al-Abdulkarim
                                                -------------------------------
                                                Abdulsalam A. al-Abdulkarim
                                                P.O. Box 4694
                                                Safat, Kuwait 13047
                                                Tel.: +965-682-9286
                                                akarimasalam@yahoo.com


                                       8


                                    EXHIBIT A

                           Buyer's Instruction Letter


                                       9

EX-10.17

                         AMENDED SUBSCRIPTION AGREEMENT

      This Amended Subscription Agreement (hereinafter, the "Agreement") is
dated as of August 30, 2007 and is made by and between Gold Run Inc., a Delaware
corporation (hereinafter, "Seller") and Abdulsalam A. al-Abdulkarim
(hereinafter, "Buyer"), a natural person with the mailing address set forth
underneath his signature line.

      WHEREAS, the Seller's initial public offering for an aggregate of
$8,000,000 worth of its common stock at a price of $1 per share was declared
effective by the Securities and Exchange Commission on May 14, 2007; and

      WHEREAS, the Buyer received the Seller's Post-Effective Amendment No. 1
and subscribed for $500,000 worth of the Seller's stock after June 27, 2007.

      WHEREAS, the Securities and Exchange Commission later compelled the Seller
to return all subscriptions from its initial public offering; and

      WHEREAS, the Seller has requested written instructions from the Buyer
regarding where to send the refund of his $500,000 subscription; and

      WHEREAS, the Seller has advised the Buyer that it intends to file a
Post-Effective Amendment No. 4 to its existing registration statement on Form
SB-2 that will reduce its minimum offering from $3,000,000 to $2,500,000, and
that will reduce the price per share of its initial public offering from $1.00
to $.75, or such other amount as determined by the Seller; and

      WHEREAS, the Buyer instructed the Seller and its escrow agent that instead
of physically transmitting to him his $500,000 refund in cancellation of his
subscription to the Seller's initial public offering, the Buyer wanted to use
his refund to purchase 666,667 shares of the Seller's common stock for $500,000
in a private placement pursuant to Regulation S promulgated under the Securities
Act of 1933, as amended (hereinafter, the "Securities Act"); and

      WHEREAS, the Buyer and the Seller entered into a Subscription Agreement to
that effect on August 8, 2007 (the "Original Subscription Agreement"); and

      WHEREAS, the Buyer and the Seller now desire to amend the Original
Subscription Agreement.

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Number of Shares; Purchase Price; Payment.


            (a) The Buyer agrees to purchase from the Seller 666,667 shares of
      the Seller's common stock, par value $0.000001 per share (hereinafter, the
      "Common Stock"), for an aggregate purchase price of $500,000 (hereinafter,
      the "Purchase Price"). Payment of the Purchase Price, which shall give the
      Buyer a credit for any wiring charges incurred in connection with the
      purchase and rescission of the subscription to the original public
      offering, shall be made in accordance with the written instructions
      annexed hereto as Exhibit A.

            (b) Upon the effective date of a registration statement as
      contemplated in Section 3 hereof, the Buyer shall be issued additional
      shares of Common Stock. The number of additional shares to be so issued
      shall be calculated pursuant to the following formula:

                   X = [500,000 / (.85 x Y)] - 666,667, where

      X   = the number of additional shares of Common Stock to be issued to
            the Buyer, and

      Y   = the price per share at which securities are offered to the public
            in a registration statement as contemplated in Section 3.

Should the calculation yield a negative value for "X", the number of additional
shares to be issued shall be deemed to be zero. Such additional shares of Common
Stock shall be issued to the Buyer upon payment by the Buyer of the product,
rounded to the next highest whole dollar, of the number of additional shares of
Common Stock to be issued and the par value of the Seller's Common Stock
($0.000001 per share).

      2. Use of Proceeds. The proceeds from the sale of Common Stock shall be
used by the Seller for urgently needed working capital until its Post-Effective
Amendment No. 4 is declared effective and until its initial public offering
closes. However, there is no guarantee that the Post-Effective Amendment No. 4
will be declared effective, or that the Seller will close on its initial public
offering. If either of these events do not occur, the Buyer will likely lose his
investment. Most of the proceeds from the sale of this Common Stock shall be
used by the Seller to make lease payments, make claim maintenance payments, and
continue funding its exploration program.

      3. Registration Rights. Within sixty (60) days of the date of the Original
Subscription Agreement, the Seller shall prepare and file an amendment to its
existing registration statement on Form SB-2 which shall include the
registration on behalf of the Buyer of all 666,667 shares of Common Stock being
purchased by the Buyer hereunder plus any additional shares issuable to the
Buyer pursuant to Section 1(b). Except for the number of shares being
registered, such registration shall be substantially on the same terms as those
afforded to the other selling shareholders included in such amendment. The
Seller shall use its best efforts to cause such amendment to become effective as
soon as possible and shall file such further amendments and supplements to such
amendment and any prospectus used in connection therewith as may be necessary to
maintain the effectiveness of such amendment and to comply with the applicable
provisions of the Securities Act, with respect to the disposition of the
securities covered by such amendment. The Seller shall pay all expenses incident
to such registration.


                                       2


      4. Seller's Representations and Warranties. The Seller hereby represents
and warrants to the Buyer as follows:

            (a) Organization and Good Standing. Seller is a corporation duly
      organized, validly existing, and in good standing under the laws of the
      State of Delaware, has all requisite corporate power and authority to own
      and operate its properties and assets and to carry on its business as now
      conducted and as proposed to be conducted, to execute and deliver this
      Agreement and carry out the provisions hereof, and to deliver the shares
      of Common Stock that the Buyer is purchasing hereunder.

            (b) Authorization. The execution, delivery and performance by Seller
      of this Agreement and the transactions contemplated hereby, are (i) within
      the power and authority of Seller, (ii) have been duly authorized by all
      of Seller's necessary corporate, stockholder and other proceedings, as the
      case may be, and (iii) do not and will not result in any breach of
      Seller's charter or by-laws or any law, regulation, order, judgment, writ,
      injunction, license, permit, agreement or instrument to which the Seller
      is subject.

            (c) Enforceability. The execution and delivery by the Seller of this
      Agreement and the delivery by the Seller of the shares of Common Stock
      that the Buyer is purchasing hereunder will result in legally binding
      obligations that are enforceable against the Seller in accordance with the
      terms and provisions of this Agreement.

            (e) Consents. The execution, delivery and performance by the Seller
      of this Agreement does not and will not require the approval or consent
      of, or any filing with, any governmental authority or agency other than
      (i) those required by Regulation S as promulgated under the Securities
      Act, and (ii) those required in connection with the Seller's registration
      of the shares of Common Stock as set forth in Section 3 hereof.

      5. Buyers' Representations and Warranties. The Buyer hereby represents and
warrants to the Seller as follows:

      (a) Special Risks and Independent Investigation. The Buyer acknowledges
that he has relied solely upon his own independent investigation in making a
decision to purchase the Common Stock, and that the Common Stock is a
speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment, and that the Common Stock may
become worthless. The Buyer acknowledges that the Common Stock is not traded on
any stock exchange and that there is no market for the Common Stock. The Buyer


                                       3


further acknowledges that there is no assurance that the Securities and Exchange
Commission will declare any post-effective amendment effective or that the
Seller will be able to raise the minimum $2,500,000 required for the proposed
public offering to initially close. The Buyer understands that he will likely
lose his investment if the Securities and Exchange Commission does not declare
the Seller's post-effective amendment effective, or if the Seller is unable to
raise the minimum required for the proposed public offering to initially close.

            (b) Compliance with Regulation S.

                  (i) The Buyer is Not a "U.S. person". The Buyer certifies that
            he is not a "U.S. person" and is not acquiring the Common Stock for
            the account or benefit of any "U.S. person", as such term is defined
            in Rule 902(k) promulgated under the Securities Act.

                  (ii) Offshore Transaction. The Buyer is a citizen of Kuwait
            and a resident of Kuwait. The Buyer was outside the United States
            when this Agreement was negotiated, and he was outside of the United
            States when he received this Agreement. This Agreement was executed
            by the Buyer outside of the United States, and the Buyer shall be
            outside of the United States when the instructions regarding
            transmitting the Purchase Price to the Seller are transmitted.

                  (iii) Resale Restrictions. The Buyer agrees that the Common
            Stock may be resold only in accordance with the provisions of
            Regulation S (Rule 901 through Rule 905, and Preliminary Notes)
            promulgated under the Securities Act, pursuant to registration under
            the Securities Act, or pursuant to an available exemption from
            registration under the Securities Act, the availability of which is
            to be established to the satisfaction of the Seller.

                  (iv) No Hedging Transactions. The Buyer agrees not to engage
            in any hedging transactions with regard to the Common Stock unless
            in compliance with the provisions of the Securities Act.

                  (v) Refusal to Register Transfer. The Buyer understands that
            the Seller will refuse to register any transfer of the Common Stock
            not made in accordance with the provisions of Section 5(b)(iii)
            above. The Buyer understands that the Seller reserves all rights
            pursuant to Rule 903 promulgated under the Securities Act.

            (c) Accredited Investor. The Buyer is an accredited investor as
      defined in Rule 501 promulgated under the Securities Act.


                                       4


            (d) Investment Intent. The Buyer is acquiring the Common Stock for
      investment purposes only, for his own account, and not with a view towards
      the distribution thereof. The Buyer has no contract, undertaking,
      agreement or arrangement with any person to sell, transfer, pledge or
      hypothecate the Common Stock to such person or to anyone else, and the
      Buyer has no plans to enter into any such contract, undertaking, agreement
      or arrangement.

            (e) No Compensation. The Buyer is not purchasing the Common Stock in
      exchange or as compensation for having done anything in the past or for
      doing anything in the future, directly or indirectly relating to Gold Run
      Inc. or to the offer or sale of Gold Run Inc. securities. The Buyer is not
      receiving, and has never received, any compensation or commissions for
      selling or placing, or agreeing to participate in the offer or placement
      of, any Gold Run Inc. securities.

            (f) Restricted Securities. The Buyer understands that until such
      time as the Common Stock shall have been registered as set forth in
      Section 3 hereof, the Common Stock are subject to the resale restrictions
      set forth, without limitation, in Regulation S and Rule 144 promulgated
      under the Securities Act. The Buyer understands that until such time as
      the Common Stock shall have been registered as set forth in Section 3
      hereof, the certificates evidencing the Common Stock shall bear a
      restrictive legend in substantially the following form:

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE "ACT"). BY PURCHASING SUCH SHARES, THE HOLDER HEREOF
            AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SHARES MAY
            NOT DIRECTLY OR INDIRECTLY BE OFFERED, SOLD, PLEDGED,
            GIFTED, HYPOTHECATED, TRANSFERRED, ASSIGNED OR OTHERWISE
            DEALT WITH OR DISPOSED OF UNLESS (A) IN ACCORDANCE WITH
            THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT;
            (B) PURSUANT TO REGISTRATION UNDER THE ACT, OR (C)
            PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
            THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
            THE SATISFACTION OF THE COMPANY. THE HOLDER HEREOF FURTHER
            AGREES NOT TO ENGAGE IN HEDGING TRANSACTIONS WITH REGARD
            TO THESE SECURITIES UNLESS CONDUCTED IN COMPLIANCE WITH
            THE ACT, WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
            THE COMPANY.


                                  5


The Buyer understands that until such time as the Common Stock shall have been
registered as set forth in Section 3 herein, he may not dispose of the Common
Stock received hereunder, or any part thereof, or any interest therein, until
and unless the Seller's legal counsel shall have determined that the intended
disposition does not violate the law of any jurisdiction.

            (g) Registration Statement; Prospectus; Post-Effective Amendment;
      Sticker Amendments. The Buyer has reviewed: 1) Gold Run Inc.'s
      Post-Effective Amendment No. 1 to Form SB-2 dated June 27, 2007, 2) Gold
      Run Inc.'s amended Prospectus dated June 27, 2007 relating to the
      registration of 9,097,000 shares of Common Stock, 3) Gold Run Inc.'s
      sticker amendment dated July 12, 2007, and 4) Gold Run Inc.'s sticker
      amendment dated July 20, 2007. The Buyer has had the opportunity to
      consult with its counsel and ask any questions of Gold Run Inc. regarding
      the foregoing.

            (h) Documents and Records; Professional Advice. The Buyer
      acknowledges that the Seller has made available to it all requested
      documents and records in its possession and has offered it the opportunity
      to discuss this investment with its officers and representatives and
      obtain any documents or information necessary to verify the accuracy of
      any information furnished. The Buyer further acknowledges that no
      documents or information furnished to it by the Seller constitute
      investment, accounting, legal or tax advice, and that the Buyer is relying
      solely upon himself and his professional advisors, if any, for such
      advice.

            (i) Authorization. The execution, delivery and performance of this
      Agreement by the Buyer does not and will not result in any breach of any
      law, regulation, order, judgment, writ, injunction, license, permit,
      agreement or instrument to which the Buyer is subject.

            (j) Enforceability. The execution and delivery by the Buyer of this
      Agreement, and the delivery by the Buyer of the purchase price for the
      Common Stock, will result in legally binding obligations that are
      enforceable against the Buyer in accordance with the terms and conditions
      of this Agreement.

      6. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below each party's respective signature line or to such other address as such
party shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business


                                       6


hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. Notices to the Buyer shall be made in accordance with this
section and shall be sent to Abdulsalam A. al-Abdulkarim, P.O. Box 4694, Safat,
Kuwait 13047, facsimile: (965) 2411-876, e-mail: akarimasalam@yahoo.com. Notices
to the Seller shall be made in accordance with this section and shall be sent to
Gold Run Inc., 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada,
facsimile: (416) 364-2292, with a copy to Charles J. Hecht, Esq., Hecht &
Associates, P.C., 275 Madison Avenue, 28th Floor, New York, New York 10016,
facsimile: (212) 490-3263.

      7. Entire Agreement; Assignment. This Agreement represents the entire
agreement between the parties hereto with respect to the subject matter hereof.
No right or obligation of any party shall be assigned without the prior written
of the other party.

      8. Counterparts/Execution. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed an original, but all of which
shall together constitute one and the same instrument.

      9. Specific Enforcement. To the extent permitted by law, the Seller and
the Buyer each acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or are otherwise breached. It is
accordingly agreed that the parties shall be entitled to one or more preliminary
and final injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which any of them may be entitled by
law or equity.

      10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles that would result in the application of the substantive laws
of another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state or federal courts located in the County of New York, State of New
York. Both parties agree to submit to the jurisdiction of such courts. The
prevailing party shall be entitled to recover from the losing party its
reasonable attorney's fees and costs. In the event that any provision of this
Agreement is held invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other
provision of this Agreement. Nothing contained herein shall be deemed or operate
to preclude either party hereto from bringing suit or taking other legal action
against the other in any other jurisdiction to enforce a judgment of any court
located in New York County, City and State of New York, in favor of the
prevailing party.


                                       7


      11. Change or Waiver. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought.

      12. Section Headings. The section headings in this Agreement are for the
convenience of the parties only, and in no way alter, modify, amend, limit or
restrict the contractual obligations of the parties hereto.

                     **THE NEXT PAGE IS THE SIGNATURE PAGE**


                                       8


      EXECUTED as of the date first above written.

                                    SELLER:    GOLD RUN INC.

                                               /s/ John M. Pritchard
                                               ----------------------
                                               John M. Pritchard, CEO

                                    BUYER:     /s/ Abdulsalam A. al-Abdulkarim
                                               -------------------------------
                                               Abdulsalam A. al-Abdulkarim
                                               P.O. Box 4694
                                               Safat, Kuwait 13047
                                               Tel.:  +965-682-9286
                                               akarimasalam@yahoo.com


                                       9


                                    EXHIBIT A

                           Buyer's Instruction Letter


                                       10

EX-10.18

                        SUBSCRIPTION AGREEMENT FOR SHARES
                                OF GOLD RUN INC.

                                                                November 7, 2007

GOLD RUN INC.
c/o Berns & Berns
767 Third Avenue
New York, New York 10017

Gentlemen:

      The Undersigned hereby offers to purchase from Gold Run Inc. (the
"Company") 266,667 shares of the Company's common stock, par value $.000001 per
share ("Share"),at a price of $0.75 per Share for a total purchase price of
$200,000, the actual number of Shares being purchased hereunder to be calculated
in accordance with paragraph 7 hereof. Instructions on how to subscribe are set
forth at Appendix I.

      In order to induce the Company to sell you the Shares, the Undersigned,
for himself and for his legal representatives, successors and assigns, hereby
makes the following representations, warranties, acknowledgments and
certifications, intending that the Company rely hereon, to the Company, and
covenants with the Company, as follows:

      1. The Undersigned acknowledges that the Company is a reporting issuer in
the United States, and files reports with the Securities and Exchange Commission
("SEC"), SEC file no. 333-139412. The Undersigned further acknowledges that the
Company has filed with the SEC a (a) Registration Statement on Form SB-2 which
was declared effective by the SEC on May 14, 2007 ("Registration Statement"),
(b) post-effective amendment to the Registration Statement on June 27, 2007, (c)
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 on August 20,
2007, (d) Current Report on Form 8-K on October 1, 2007, and (e) Current Report
on Form 8-K on November 1, 2007.

      2. The Company has made available to the Undersigned all requested
documents and records in its possession, and has offered the Undersigned an
opportunity to discuss this investment with the Company and/or representatives
of the Company and obtain any additional information necessary to verify the
accuracy of any information furnished. The Undersigned acknowledges that he has
not been provided with an offering memorandum or any other offering literature
relating to this private offering of the Company's Shares and is relying solely
on the items set forth in paragraph 1 hereof in making his investment decision.


                                                                November 7, 2007
Gold Run Inc.                                                             Page 2


      3. The Undersigned acknowledges that no information furnished by the
Company constitutes investment, accounting, legal or tax advice. The Undersigned
is relying solely upon himself and his professional advisors, if any, for such
advice.

      4. The Undersigned has relied solely upon his own independent
investigation in making a decision to purchase the Shares. The Shares are a
speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment and the possibility that the Shares
may become worthless. The Undersigned acknowledges that the Shares are
restricted securities for which there is no market. The Undersigned acknowledges
that he must therefore be prepared to bear the economic risks for an indefinite
period, and the total loss of his investment.

      5. The Undersigned acknowledges that this offer of sale of the Shares are
not being registered under the laws of any jurisdiction, are being acquired
solely for the account of the Undersigned, solely for investment purposes and
not with a view to resale or distribution, and that no other person has any
direct or indirect interest in the Shares. The Undersigned has no contract,
undertaking, agreement or arrangement with any person to sell, transfer or
pledge to such person, or anyone else, the Shares, or any interest therein, and
the Undersigned has no plans to enter into any such contract, undertaking,
agreement or arrangement. The Undersigned understands that he may not dispose of
the Shares, or any interest therein, unless and until legal counsel for the
Company shall have determined that the intended disposition does not violate the
law of any jurisdiction. The Undersigned acknowledges that the Shares are
non-transferable, that the Shares will bear legends describing the limitations
on transfers, and that it will not be possible for the Undersigned to liquidate
his investment in case of an emergency. The Undersigned agrees to only resell
such Shares pursuant to registration under the Securities Act of 1933, as
amended (the "Securities Act"), or pursuant to an available exemption from
registration, and agrees not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act.


                                                                November 7, 2007
Gold Run Inc.                                                             Page 3

      6. The Undersigned understands that the Company is planning to file an
amendment to its Registration Statement. The Company will include for resale in
such amended Registration Statement, at no cost to the Undersigned, fifty (50%)
of the Shares being purchased hereunder, as such Share amount may be adjusted
and increased pursuant to paragraph 7 hereof. The Undersigned acknowledges and
understands that although the Company shall use its best efforts to cause such
amendment to become effective as soon as possible and to file such further
amendments and supplements to such amendment and any prospectus used in
connection therewith as may be necessary to maintain the effectiveness of such
amendment, there can be no assurance the SEC will declare any post-effective
amendment effective.

      7. The Undersigned understands that if the offering price of Shares being
offered to the public pursuant to such amended Registration Statement is LESS
than $0.75 per Share, then the actual number of Shares being purchased hereunder
will be automatically adjusted and increased (without the payment of any
additional funds by the Undersigned). The adjusted and increased number of
Shares being purchased by the Undersigned hereunder will be calculated pursuant
to the following formula:

            X = [$200,000/($0.75 x Y)] where

            X = the actual number of Shares being purchased hereunder by the
            Undersigned, and

            Y = the price per Share at which Shares are offered to the public in
            such amended Registration Statement.

      8. The Undersigned represents that he is knowledgeable and experienced in
making and evaluating investments. The investments of the Undersigned in, and
his commitments to, all non-liquid investments (including an investment in the
Company) are reasonable in relation to his net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.

      9. The Undersigned represents, warrants, and acknowledges that (a) the
Shares were not offered or distributed to the Undersigned through an
advertisement in printed media of general and regular paid circulation, radio or
television, and (b) he did not attend any seminars or meetings regarding this
offering, in which the attendees were invited by any general solicitation or
general advertising.


                                                                November 7, 2007
Gold Run Inc.                                                             Page 4


      10. The Undersigned acknowledges that no governmental authority,
regulatory body, stock exchange or any other entity has made any finding or
determination as to the merits of this investment.

      11. The Undersigned acknowledges that the Company, in its sole discretion,
reserves the unconditional right to accept or reject, in whole or in part, this
subscription, with or without cause, and to waive any requirements of this
subscription. The Undersigned acknowledges that the Company has the
unconditional right to refund to the Undersigned all funds so tendered, or any
portion thereof, to the Company, within one hundred twenty days of receipt, even
if the Company has already utilized the funds. To the extent this subscription
may ultimately be rejected, subscriptions received by the Company shall be
refunded, without interest. The Undersigned acknowledges that the Company may
utilize the subscription funds received from the Undersigned immediately upon
receipt by the Company.

      12. The Undersigned represents that he is an "accredited investor" as such
term is defined in Rule 501(a) under the Securities Act, as set forth at
Appendix II hereto, and has checked the applicable category of "accredited
investor" on Appendix II.

      The Undersigned will indemnify and hold the Company, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of the
Shares by the Undersigned in violation of any applicable law, rule or
regulation, and (ii) any misrepresentation by the Undersigned or any breach of
any warranties herein or any covenants or agreements set forth herein.


                                                                November 7, 2007
Gold Run Inc.                                                             Page 5


      The foregoing is not, and will not be, revocable by the Undersigned at any
time. The Undersigned gives this document to the Company intending to be legally
bound hereby.

                                                   Very truly yours,

                                                   _________________________
                                                   Print Name

                                                   _________________________
                                                   Signature

                                                   Date: ___________________

                                                   _________________________
                                                   Address

                                                   _________________________
                                                   Address


                                                                November 7, 2007
Gold Run Inc.                                                             Page 6


                                   APPENDIX I

                                HOW TO SUBSCRIBE

      1.    This Subscription Agreement must be completed, signed, dated and
            faxed to:

            Gold Run Inc.
            c/o Berns & Berns
            767 Third Avenue
            23rd Floor
            New York, New York 10017
            Telephone: (212) 332-3320
            Telecopier: (212) 332-3315

      2.    Also, please mail an original signed copy to this address.

      3.    Payment for the Shares must be made by wire transfer in U.S. dollars
            to the following account:

            ACCOUNT NAME: Gold Run Inc.
            BANK: JP Morgan Chase
            ADDRESS: 401 Madison Avenue, New York, NY 10017
            ACCOUNT NUMBER: 907 0868385 65
            ABA ROUTING NUMBER: 02100002 1


                                                                November 7, 2007
Gold Run Inc.                                                             Page 7


                                   APPENDIX II

The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX II ARE IN U.S. CURRENCY.

_____       a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
            any savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the Securities Act whether acting in its
            individual or fiduciary capacity; any broker or dealer registered
            pursuant to Section 15 of the Securities Exchange Act of 1934;
            insurance company as defined in Section 2(13) of the Securities Act;
            investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of the Securities Act; Small Business Investment Company
            licensed by the U.S. Small Business Administration under Section
            301(c) or (d) of the Small Business Investment Act of 1958; any plan
            established and maintained by a state, its political subdivisions,
            or any agency or instrumentality of a state or its political
            subdivisions for the benefit of its employees, if such plan has
            total assets in excess of $5,000,000; employee benefit plan within
            the meaning of Title I of the Employee Retirement Income Security
            Act of 1974, if the investment decision is made by a plan fiduciary,
            as defined in Section 3(21) of such act, which is either a bank,
            savings and loan association, insurance company, or registered
            investment adviser, or if the employee benefit plan has total assets
            in excess of $5,000,000 or, if a self- directed plan, with
            investment decisions made solely by persons that are accredited
            investors;

_____       b) Any private business development company as defined in
            Section202(a)(22) of the Investment Advisers Act of 1940;

_____       c) Any organization described in Section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000;


                                                                November 7, 2007
Gold Run Inc.                                                             Page 8


_____       d) Any director, executive officer, or general partner of the issuer
            of the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

_____       e) Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

_____       f) Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;

_____       g) Any trust, with total assets in excess of $5,000,000, not formed
            for the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and

_____       h) Any entity in which all of the equity owners are accredited
            investors.

                                                   _________________________
                                                   Name of Investor

                                                   By: _____________________
                                                   Name:
                                                   Title:

                                                   Date: ___________________

EX-10.19

                        SUBSCRIPTION AGREEMENT FOR SHARES
                                OF GOLD RUN INC.

                                                               November 19, 2007

GOLD RUN INC.
c/o Berns & Berns
767 Third Avenue
New York, New York 10017

Gentlemen:

      The Undersigned hereby offers to purchase from Gold Run Inc. (the
"Company")_____________shares of the Company's common stock, par value $.000001
per share ("Share"), at a price of $0.001 per Share for a total purchase price
of $____________. Instructions on how to subscribe are set forth at Appendix I.

      In order to induce the Company to sell you the Shares, the Undersigned,
for himself and for his legal representatives, successors and assigns, hereby
makes the following representations, warranties, acknowledgments and
certifications, intending that the Company rely hereon, to the Company, and
covenants with the Company, as follows:

      1. The Undersigned acknowledges that the Company is a reporting issuer in
the United States, and files reports with the Securities and Exchange Commission
("SEC"), SEC file no. 333-139412. The Undersigned further acknowledges that the
Company has filed with the SEC a (a) Registration Statement on Form SB-2 which
was declared effective by the SEC on May 14, 2007 ("Registration Statement"),
(b) post-effective amendment to the Registration Statement on June 27, 2007, (c)
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 on August 20,
2007 , (d) Current Report on Form 8-K on October 1, 2007, (e) Current Report on
Form 8-K on November 1, 2007, and (f) Quarterly Report on Form 10-Q for the
period ended September 30, 2007, on November 19, 2007.

      2. The Company has made available to the Undersigned all requested
documents and records in its possession, and has offered the Undersigned an
opportunity to discuss this investment with the Company and/or representatives
of the Company and obtain any additional information necessary to verify the
accuracy of any information furnished. The Undersigned acknowledges that he has
not been provided with an offering memorandum or any other offering literature
relating to this private offering of the Company's Shares and is relying solely
on the items set forth in paragraph 1 hereof in making his investment decision.


                                                               November 19, 2007
Gold Run Inc.                                                             Page 2


      3. The Undersigned acknowledges that no information furnished by the
Company constitutes investment, accounting, legal or tax advice. The Undersigned
is relying solely upon himself and his professional advisors, if any, for such
advice.

      4. The Undersigned has relied solely upon his own independent
investigation in making a decision to purchase the Shares. The Shares are a
speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment and the possibility that the Shares
may become worthless. The Undersigned acknowledges that the Shares are
restricted securities for which there is no market. The Undersigned acknowledges
that he must therefore be prepared to bear the economic risks for an indefinite
period, and the total loss of his investment.

      5. The Undersigned acknowledges that this offer of sale of the Shares are
not being registered under the laws of any jurisdiction, are being acquired
solely for the account of the Undersigned, solely for investment purposes and
not with a view to resale or distribution, and that no other person has any
direct or indirect interest in the Shares. The Undersigned has no contract,
undertaking, agreement or arrangement with any person to sell, transfer or
pledge to such person, or anyone else, the Shares, or any interest therein, and
the Undersigned has no plans to enter into any such contract, undertaking,
agreement or arrangement. The Undersigned understands that he may not dispose of
the Shares, or any interest therein, unless and until legal counsel for the
Company shall have determined that the intended disposition does not violate the
law of any jurisdiction. The Undersigned acknowledges that the Shares are
non-transferable, that the Shares will bear legends describing the limitations
on transfers, and that it will not be possible for the Undersigned to liquidate
his investment in case of an emergency. The Undersigned agrees to only resell
such Shares pursuant to registration under the Securities Act of 1933, as
amended (the "Securities Act"), or pursuant to an available exemption from
registration, and agrees not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act.


                                                               November 19, 2007
Gold Run Inc.                                                             Page 3


      6. The Undersigned acknowledges that in addition to the restrictions on
transferability of the Shares described in paragraph 5 above, the Shares
purchased by the Undersigned will be subject to additional restrictions on
resales, hypothecations, pledges and transfers, as determined from time-to-time
by the Company's Board of Directors in its sole discretion.

      7. The Undersigned represents that he is knowledgeable and experienced in
making and evaluating investments. The investments of the Undersigned in, and
his commitments to, all non-liquid investments (including an investment in the
Company) are reasonable in relation to his net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.

      8. The Undersigned represents, warrants, and acknowledges that a) the
Shares were not offered or distributed to the Undersigned through an
advertisement in printed media of general and regular paid circulation, radio or
television, and b) he did not attend any seminars or meetings regarding this
offering, in which the attendees were invited by any general solicitation or
general advertising.

      9. The Undersigned acknowledges that no governmental authority, regulatory
body, stock exchange or any other entity has made any finding or determination
as to the merits of this investment.

      10. The Undersigned acknowledges that the Company, in its sole discretion,
reserves the unconditional right to accept or reject, in whole or in part, this
subscription, with or without cause, and to waive any requirements of this
subscription. The Undersigned acknowledges that the Company has the
unconditional right to refund to the Undersigned all funds so tendered, or any
portion thereof, to the Company, within one hundred twenty days of receipt, even
if the Company has already utilized the funds. To the extent this subscription
may ultimately be rejected, subscriptions received by the Company shall be
refunded, without interest. The Undersigned acknowledges that the Company may
utilize the subscription funds received from the Undersigned immediately upon
receipt by the Company.

      11. The Undersigned represents that he is an "accredited investor" as such
term is defined in Rule 501(a) under the Securities Act, as set forth at
Appendix II hereto, and has checked the applicable category of "accredited
investor" on Appendix II.


                                                               November 19, 2007
Gold Run Inc.                                                             Page 4


      The Undersigned will indemnify and hold the Company, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of the
Shares by the Undersigned in violation of any applicable law, rule or
regulation, and (ii) any misrepresentation by the Undersigned or any breach of
any warranties herein or any covenants or agreements set forth herein.

      The foregoing is not, and will not be, revocable by the Undersigned at any
time. The Undersigned gives this document to the Company intending to be legally
bound hereby.

                                                   Very truly yours,

                                                   _________________________
                                                   Print Name

                                                   _________________________
                                                   Signature

                                                   Date: ___________________

                                                   _________________________
                                                   Address

                                                   _________________________
                                                   Address


                                                               November 19, 2007
Gold Run Inc.                                                             Page 5


                                   APPENDIX I

                                HOW TO SUBSCRIBE

      1.    This Subscription Agreement must be completed, signed, dated and
            faxed to:

            Gold Run Inc.
            c/o Berns & Berns
            767 Third Avenue
            23rd Floor
            New York, New York 10017
            Telephone: (212) 332-3320
            Telecopier: (212) 332-3315

      2.    Also, please mail an original signed copy to this address.

      3.    Payment for the Shares must be made by wire transfer in U.S. dollars
            to the following account:

            ACCOUNT NAME: Gold Run Inc.
            BANK: JP Morgan Chase
            ADDRESS: 401 Madison Avenue, New York, NY 10017
            ACCOUNT NUMBER:
            ABA ROUTING NUMBER:


                                                               November 19, 2007
Gold Run Inc.                                                             Page 6


                                   APPENDIX II

The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX II ARE IN U.S. CURRENCY.

_____       a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
            any savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the Securities Act whether acting in its
            individual or fiduciary capacity; any broker or dealer registered
            pursuant to Section 15 of the Securities Exchange Act of 1934;
            insurance company as defined in Section 2(13) of the Securities Act;
            investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of the Securities Act; Small Business Investment Company
            licensed by the U.S. Small Business Administration under Section
            301(c) or (d) of the Small Business Investment Act of 1958; any plan
            established and maintained by a state, its political subdivisions,
            or any agency or instrumentality of a state or its political
            subdivisions for the benefit of its employees, if such plan has
            total assets in excess of $5,000,000; employee benefit plan within
            the meaning of Title I of the Employee Retirement Income Security
            Act of 1974, if the investment decision is made by a plan fiduciary,
            as defined in Section 3(21) of such act, which is either a bank,
            savings and loan association, insurance company, or registered
            investment adviser, or if the employee benefit plan has total assets
            in excess of $5,000,000 or, if a self-directed plan, with investment
            decisions made solely by persons that are accredited investors;

_____       b) Any private business development company as defined in Section
            202(a)(22) of the Investment Advisers Act of 1940;

_____       c) Any organization described in Section 501(c)(3) of the Internal
            Revenue Code, _____ corporation, Massachusetts or similar business
            trust, or partnership, not formed for the specific purpose of
            acquiring the securities offered, with total assets in excess of
            $5,000,000;


                                                               November 19, 2007
Gold Run Inc.                                                             Page 7


_____       d) Any director, executive officer, or general partner of the issuer
            of the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

_____       e) Any natural person whose individual net worth, or joint net worth
            with that person's _____ spouse, at the time of his purchase exceeds
            $1,000,000;

_____       f) Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those _____
            years and has a reasonable expectation of reaching the same income
            level in the current year;

_____       g) Any trust, with total assets in excess of $5,000,000, not formed
            for the specific purpose _____ of acquiring the securities offered,
            whose purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and

_____       h) Any entity in which all of the equity owners are accredited
            investors.

                                                   _________________________
                                                   Name of Investor

                                                   By:  ____________________
                                                   Name:
                                                   Title:

                                                   Date: ___________________

EX-10.20

                       SUBSCRIPTION AGREEMENT FOR WARRANTS
                                OF GOLD RUN INC.

                                                               November 19, 2007

GOLD RUN INC.
c/o Berns & Berns
767 Third Avenue
New York, New York 10017

Gentlemen:

      The Undersigned hereby offers to purchase from Gold Run Inc. (the
"Company") warrants ("Warrants") to purchase 1,000,000 shares of the Company's
common stock at a price of $0.001 per Warrant for a total purchase price of $
1,000.00. The Warrants expire on November 30, 2012 and are exercisable at a
price which is equal to the price the Company's shares are first offered to the
public PLUS a 10% premium. Instructions on how to subscribe are set forth at
Appendix I.

      In order to induce the Company to sell you the Warrants, the Undersigned,
for itself and for its legal representatives, successors and assigns, hereby
makes the following representations, warranties, acknowledgments and
certifications, intending that the Company rely hereon, to the Company, and
covenants with the Company, as follows:

      1. The Undersigned acknowledges that the Company is a reporting issuer in
the United States, and files reports with the Securities and Exchange Commission
("SEC"), SEC file no. 333-139412. The Undersigned further acknowledges that the
Company has filed with the SEC a (a) Registration Statement on Form SB-2 which
was declared effective by the SEC on May 14, 2007 ("Registration Statement"),
(b) post-effective amendment to the Registration Statement on June 27, 2007, (c)
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 on August 20,
2007 , (d) Current Report on Form 8-K on October 1, 2007, (e) Current Report on
Form 8-K on November 1, 2007, and (f) Quarterly Report on Form 10-Q for the
period ended September 30, 2007, on November 19, 2007.

      2. The Company has made available to the Undersigned all requested
documents and records in its possession, and has offered the Undersigned an
opportunity to discuss this investment with the Company and/or representatives
of the Company and obtain any additional information necessary to verify the
accuracy of any information furnished. The Undersigned acknowledges that it has
not been provided with an offering memorandum or any other offering literature
relating to this private offering of the Company's Warrants and is relying
solely on the items set forth in paragraph 1 hereof in making its investment
decision.


                                                               December 19, 2007
Gold Run Inc.                                                             Page 2


      3. The Undersigned acknowledges that no information furnished by the
Company constitutes investment, accounting, legal or tax advice. The Undersigned
is relying solely upon itself and its professional advisors, if any, for such
advice.

      4. The Undersigned has relied solely upon its own independent
investigation in making a decision to purchase the Warrants. The Warrants are a
speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment and the possibility that the
Warrants may become worthless. The Undersigned acknowledges that the Warrants
are restricted securities for which there is no market. The Undersigned further
acknowledges that shares purchased pursuant to the exercise of the Warrants are
also restricted securities for which there is no market. The Warrants and shares
are sometimes referred to hereinafter collectively as the "Securities." The
Undersigned acknowledges that it must therefore be prepared to bear the economic
risks for an indefinite period, and the total loss of its investment.

      5. The Undersigned acknowledges that this offer of sale of the Warrants is
not being registered under the laws of any jurisdiction. The Undersigned
represents that the Warrants are being acquired solely for the account of the
Undersigned, solely for investment purposes and not with a view to resale or
distribution, and that no other person has any direct or indirect interest in
the Securities. The Undersigned has no contract, undertaking, agreement or
arrangement with any person to sell, transfer or pledge to such person, or
anyone else, the Securities, or any interest therein, and the Undersigned has no
plans to enter into any such contract, undertaking, agreement or arrangement.
The Undersigned understands that it may not dispose of the Warrants, or any
interest therein, unless and until legal counsel for the Company shall have
determined that the intended disposition does not violate the law of any
jurisdiction. The Undersigned acknowledges that the Warrants are
non-transferable and will bear legends describing the limitations on transfers,
and that it will not be possible for the Undersigned to liquidate its investment
in case of an emergency. The Undersigned agrees to only resell the Securities
pursuant to registration under the Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to an available exemption from registration, and
agrees not to engage in hedging transactions with regard to such Securities
unless in compliance with the Securities Act.


                                                               December 19, 2007
Gold Run Inc.                                                             Page 3


      6. The Undersigned acknowledges that in addition to the restrictions on
transferability of the Securities described in paragraph 5 above, the Securities
purchased by the Undersigned will be subject to additional restrictions on
resale, hypothecations, pledges and transfers, as determined from time-to-time
by the Company's Board of Directors in its sole discretion.

      7. The Undersigned represents that it is knowledgeable and experienced in
making and evaluating investments. The investments of the Undersigned in, and
its commitments to, all non-liquid investments (including an investment in the
Company) are reasonable in relation to its net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.

      8. The Undersigned represents, warrants, and acknowledges that a) the
Warrants were not offered or distributed to the Undersigned through an
advertisement in printed media of general and regular paid circulation, radio or
television, and b) it did not attend any seminars or meetings regarding this
offering, in which the attendees were invited by any general solicitation or
general advertising.

      9. The Undersigned acknowledges that no governmental authority, regulatory
body, stock exchange or any other entity has made any finding or determination
as to the merits of this investment.

      10. The Undersigned acknowledges that the Company, in its sole discretion,
reserves the unconditional right to accept or reject, in whole or in part, this
subscription, with or without cause, and to waive any requirements of this
subscription. The Undersigned acknowledges that the Company has the
unconditional right to refund to the Undersigned all funds so tendered, or any
portion thereof, to the Company, within one hundred twenty days of receipt, even
if the Company has already utilized the funds. To the extent this subscription
may ultimately be rejected, subscriptions received by the Company will be
refunded without interest. The Undersigned acknowledges that the Company may
utilize the subscription funds received from the Undersigned immediately upon
receipt by the Company.


                                                               December 19, 2007
Gold Run Inc.                                                             Page 4


      11. The Undersigned represents that it is an "accredited investor" as such
term is defined in Rule 501(a) under the Securities Act, as set forth at
Appendix II hereto, and has checked the applicable category of "accredited
investor" on Appendix II.

      The Undersigned will indemnify and hold the Company, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of the
Securities by the Undersigned in violation of any applicable law, rule or
regulation, and (ii) any misrepresentation by the Undersigned or any breach of
any warranties herein or any covenants or agreements set forth herein.

      The foregoing is not, and will not be, revocable by the Undersigned at any
time. The Undersigned gives this document to the Company intending to be legally
bound hereby.

                                                   Very truly yours,

                                                   _________________________
                                                   RAMPartners Intl. SA

                                                   By:  ____________________
                                                   Name:
                                                   Title:

                                                   Date: ___________________

                                                   _________________________
                                                   Address

                                                   _________________________
                                                   Address


                                                               December 19, 2007
Gold Run Inc.                                                             Page 5


                                   APPENDIX I

                                HOW TO SUBSCRIBE

      1.    This Subscription Agreement must be completed, signed, dated and
            faxed to:

            Gold Run Inc.
            c/o Berns & Berns
            767 Third Avenue
            23rd Floor
            New York, New York 10017
            Telephone: (212) 332-3320
            Telecopier: (212) 332-3315

      2.    Also, please mail an original signed copy to this address.

      3.    Payment for the Warrants must be made by wire transfer in U.S.
            dollars to the following account:

            ACCOUNT NAME: Gold Run Inc.
            BANK: JP Morgan Chase
            ADDRESS: 401 Madison Avenue, New York, NY 10017
            ACCOUNT NUMBER:  907 0868385 65
            ABA ROUTING NUMBER:  021000021


                                                               December 19, 2007
Gold Run Inc.                                                             Page 6


                                   APPENDIX II

The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX II ARE IN U.S. CURRENCY.

_____       a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
            any savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the Securities Act whether acting in its
            individual or fiduciary capacity; any broker or dealer registered
            pursuant to Section 15 of the Securities Exchange Act of 1934;
            insurance company as defined in Section 2(13) of the Securities Act;
            investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of the Securities Act; Small Business Investment Company
            licensed by the U.S. Small Business Administration under Section
            301(c) or (d) of the Small Business Investment Act of 1958; any plan
            established and maintained by a state, its political subdivisions,
            or any agency or instrumentality of a state or its political
            subdivisions for the benefit of its employees, if such plan has
            total assets in excess of $5,000,000; employee benefit plan within
            the meaning of Title I of the Employee Retirement Income Security
            Act of 1974, if the investment decision is made by a plan fiduciary,
            as defined in Section 3(21) of such act, which is either a bank,
            savings and loan association, insurance company, or registered
            investment adviser, or if the employee benefit plan has total assets
            in excess of $5,000,000 or, if a self-directed plan, with investment
            decisions made solely by persons that are accredited investors;

_____       b) Any private business development company as defined in Section
            202(a)(22) of the Investment Advisers Act of 1940;

_____       c) Any organization described in Section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000;


                                                               December 19, 2007
Gold Run Inc.                                                             Page 7


_____       d) Any director, executive officer, or general partner of the issuer
            of the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

_____       e) Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

_____       f) Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;

_____       g) Any trust, with total assets in excess of $5,000,000, not formed
            for the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and

_____       h) Any entity in which all of the equity owners are accredited
            investors.

                                                   _________________________
                                                   RAMPartners Intl. SA

                                                   By:  ____________________
                                                   Name:
                                                   Title:

                                                   Date: ___________________

EX-10.21

                                  MARK FEATHERS
                                     GENEVA
                                   SWITZERLAND

                                                               December 5, 2007

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
CANADA


Gentlemen:

         I agree that all shares owned by me are restricted as to resale and
transfer for an initial period of six (6) months and thereafter, for such
additional period as may be determined from time-to-time by the Board of
Directors in its sole discretion.

                                                               Sincerely,

                                                               /S/ MARK FEATHERS
                                                               -----------------
                                                               Mark Feathers


                                   GEORGES GUT
                                     GENEVA
                                   SWITZERLAND

                                                               December 4, 2007

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
CANADA


Gentlemen:

         I agree that all shares owned by me are restricted as to resale and
transfer for an initial period of six (6) months and thereafter, for such
additional period as may be determined from time-to-time by the Board of
Directors in its sole discretion.

                                                               Sincerely,

                                                               /S/ GEORGES GUT
                                                               -----------------
                                                               Georges Gut


                                  MARTINE LAYAT
                                     GENEVA
                                   SWITZERLAND

                                                               December 5, 2007

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
CANADA


Gentlemen:

         I agree that all shares owned by me are restricted as to resale and
transfer for an initial period of six (6) months and thereafter, for such
additional period as may be determined from time-to-time by the Board of
Directors in its sole discretion.

                                                               Sincerely,

                                                               /S/ MARTINE LAYAT
                                                               -----------------
                                                               Martine Layat


                                   EDWARD KARR
                              17 RUS DES MARAICHERS
                                 CH 1 205 GENEVA
                                   SWITZERLAND

                                                               December 4, 2007

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
CANADA


Gentlemen:

         I agree that all shares owned by me are restricted as to resale and
transfer for an initial period of six (6) months and thereafter, for such
additional period as may be determined from time-to-time by the Board of
Directors in its sole discretion.

                                                               Sincerely,

                                                               /S/ EDWARD KARR
                                                               -----------------
                                                               Edward Karr

EX-10.22

                                   JAMES BERNS
                                767 THIRD AVENUE
                            NEW YORK, NEW YORK 10017

                                                               December 4, 2007

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
CANADA


Gentlemen:

         I hereby assign and transfer 666,667 shares to the Treasury.

                                                               Sincerely,

                                                               /S/ JAMES BERNS
                                                               ---------------
                                                               James Berns


                                  MICHAEL BERNS
                                767 THIRD AVENUE
                            NEW YORK, NEW YORK 10017

                                                               December 4, 2007

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
CANADA


Gentlemen:

         I hereby assign and transfer 1,333,333 shares to the Treasury.

                                                               Sincerely,

                                                               /S/ MICHAEL BERNS
                                                               -----------------
                                                               Michael Berns

EX-10.23

                                  MICHAEL BERNS
                                767 THIRD AVENUE
                            NEW YORK, NEW YORK 10017

                                                               December 4, 2007

Mr. David Mathewson
1265 Mesa Drive
Fernley, Nevada 89408


Gentlemen:

         For One ($1.00) Dollar and other good and valuable consideration, I
hereby assign and transfer to you warrants to purchase 1,100,000 shares of
common stock of Gold Run Inc. on terms and conditions determined by the Board of
Directors.

                                                               Sincerely,

                                                               /S/ MICHAEL BERNS
                                                               -----------------
                                                               Michael Berns

cc: Gold Run Inc.


                                   JAMES BERNS
                                767 THIRD AVENUE
                            NEW YORK, NEW YORK 10017

                                                               December 4, 2007

Mr. David Mathewson
1265 Mesa Drive
Fernley, Nevada 89408


Gentlemen:

         For One ($1.00) Dollar and other good and valuable consideration, I
hereby assign and transfer to you warrants to purchase 550,000 shares of
common stock of Gold Run Inc. on terms and conditions determined by the Board of
Directors.

                                                               Sincerely,

                                                               /S/ JAMES BERNS
                                                               ---------------
                                                               James Berns

cc: Gold Run Inc.

EX-10.24

                              ENGAGEMENT AGREEMENT

         THIS ENGAGEMENT AGREEMENT (the "AGREEMENT") is made and entered into as
of December 10, 2007, by and among VIEWPOINT SECURITIES, LLC., a Delaware
limited liability corporation (the "VIEWPOINT") and GOLD RUN INC., a Delaware
corporation (together with its affiliates and subsidiaries, the "COMPANY").

                                    RECITALS

         WHEREAS, the Company desires to engage Viewpoint to act as its
financial and capital markets advisor in connection with a possible Transaction
(as defined below) involving the Company; and

         WHEREAS, Viewpoint desires to accept such engagement and to consult and
advise the Company on corporate finance and investment banking related matters
as part of an on-going relationship.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE 1

                          SCOPE AND TERM OF ENGAGEMENT

         1.1 SCOPE. On the terms and subject to the provisions of this Agreement
the Company hereby retains Viewpoint as its exclusive advisor to provide
corporate finance and investment banking related advice in connection with a
possible Transaction involving the Company, including, but not limited to,
identifying potential third party Transaction partners acceptable to the Company
("TRANSACTION CANDIDATES"), coordinating visits by and communication with such
Transaction Candidates, performing financial analysis with respect to potential
transactions, assisting the Company in structuring, planning and negotiating the
terms of a potential Transaction and assisting the Company in structuring a
financing and potentially placing equity and debt securities of the Company with
accredited investors.

                  For the purposes of this Agreement, TRANSACTION means, whether
effected directly by the Company (or any of the entities comprising the Company)
or indirectly by or through any third party with which the Company may arrange
to effect the Transaction or in one or more transaction or a series of
transactions, any: (a) a transaction or series of transactions principally for
bona fide capital raising purposes whereby cash is received by the Company in
consideration for the issuance, conversion or cancellation of equity, debt or
equity or debt linked securities by the Company (a "FINANCING"), (b) merger,
consolidation, reorganization or other business combination pursuant to which
the Company and a Transaction Candidate, and/or all or a significant portion of
their respective businesses or operations are combined (collectively, a
"MERGER"), (c) a transaction or series of transaction resulting in a sale,
transfer or other disposition of all or a significant portion of the capital


stock or assets of the Company by way of a tender or exchange offer, option,
negotiated purchase, leveraged buyout, minority investment, recapitalization or
otherwise (collectively, a "SALE"), and (d) strategic partnership, supply,
distribution, licensing or promotion arrangement, commercial relationship, joint
or collaborative venture, strategic alliance or similar transaction with one or
more Transaction Candidates (collectively, a "PARTNERSHIP").

         1.2 TERM. Subject to Article 1.3 hereof, the Engagement shall continue
in effect until December 31, 2010 and shall thereafter be automatically renewed
for successive thirty (30) day periods unless and until terminated in writing by
either the Company or Viewpoint. Notwithstanding the foregoing, the Agreement
and the Engagement are terminable by either party upon thirty (30) days written
notice.

         1.3 TERMINATION FOR CAUSE. Article 1.2 notwithstanding, Viewpoint shall
have the right to terminate this Agreement immediately for Cause upon written
notice to the Company.

                  For the purposes of this Agreement, CAUSE shall mean (a) any
failure on the part of the Company to file, provide, produce or otherwise
furnish any report, schedule, form, statement or other document required to be
filed by it under any federal, state, local, municipal, foreign, international
or multinational law, statute, regulation, ruling or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or
under any governmental, self-regulatory or quasi-governmental authority of any
nature (b) any breach by the Company of its duties or obligations under Article
3.1 or Article 3.4, or (c) the occurrence, existence or discovery of any event,
violation, inaccuracy, circumstance or other matter that could reasonably
expected to have or result in a Material Adverse Effect on the Company.

                  For the purposes of this Agreement, an event, violation,
inaccuracy, circumstance or other matter will be deemed to have a MATERIAL
ADVERSE EFFECT on the Company if such event, violation, inaccuracy, circumstance
or other matter (considered together with all other events, violations,
inaccuracies, circumstances or other matters) had or would reasonably be
expected to have a material adverse effect on (a) the business, condition,
capitalization, assets, liabilities, operations, financial performance or
prospects of the Company as a whole or (b) the ability of the Company to
consummate any Transaction, PROVIDED, HOWEVER, that a Material Adverse Effect
shall not include (i) any change in general business or economic conditions in
the United States that do not disproportionately impact the Company; (ii) any
change or effect resulting from the announcement of a Transaction or (iii) any
adverse effect resulting from any change in accounting requirements or
principles as is required by law.

         1.4 NON-DISPARAGEMENT. In the event this Agreement is terminated for
Cause pursuant to Article 1.3, the parties shall not make any negative or
disparaging statement or communication about any other party, or their past and
present directors, officers, employees, agents or representatives.
Notwithstanding the foregoing, nothing in this Article shall prevent any party
from making truthful statements when required by law or by order of a court or
other body with apparent jurisdiction.

                                      -2-


                                    ARTICLE 2

                            COMPENSATION FOR SERVICES

         2.1 RETAINER. The Company shall pay Viewpoint a non-refundable retainer
in the amount of $25,000, payable upon execution of this Agreement.

         2.2 FEE PAYABLE IN CONNECTION WITH A PARTNERSHIP. If during the term of
this Agreement or within three (3) years thereafter, the Company enters into a
Transaction or series of Transactions resulting in a Partnership with any party
or parties identified by Viewpoint during the term of this Agreement or with
which a potential transaction was discussed during the term of this Agreement,
the Company will pay Viewpoint a cash fee equal to three and one half percent
(3.5%) of the Aggregate Partnership Value.

                  For the purposes of this Agreement, AGGREGATE PARTNERSHIP
VALUE shall mean an amount equal to the aggregate value, as mutually agreed upon
by the Company and Viewpoint in good faith, of the proceeds, assets and other
consideration payable or to be contributed to such Partnership by all parties to
such Partnership (which shall be deemed to include installment, escrowed or
contingent amounts and other payments), including, without limitation, cash,
notes, securities, intellectual property or other assets, licenses, distribution
and service agreements and other property.

         2.3 FEE PAYABLE IN CONNECTION WITH A MERGER OR SALE. If during the term
of this Agreement or within three (3) years thereafter, the Company enters into
a Transaction or series of Transactions resulting in a Merger or Sale, the
Company will pay Viewpoint a cash fee equal to three and one half percent (3.5%)
of the Aggregate Merger or Sale Consideration received by the Company in
connection with such Merger or Sale.

                  For the purposes of this Agreement, AGGREGATE MERGER OR SALE
CONSIDERATION shall mean an amount equal to (a) the total proceeds received by
the Company or its security holders (including amounts paid to the holders of
options, warrants and convertible securities), PLUS (b) the principal amount of
all indebtedness for borrowed money (including, without limitation, any lending
lease obligations) assumed by the acquiring party in connection with the
Transaction, if any, PLUS (c) cash payments paid or payable in consideration for
personal service agreements and agreements or covenants not to compete entered
into by any party in connection with Transaction, if any, PLUS (d) in the case
of a Sale involving the transfer or spin-out of less than all the Company's
assets, the net present value of current assets retained by the Company, if any,
PLUS (e) cash dividends paid to the Company's shareholders in connection with
the Transaction. Notwithstanding the foregoing:

                  (i) amounts paid into escrow will be included in the
calculation of Aggregate Merger or Sale Consideration and the fee on such
amounts will be payable to Viewpoint upon establishment of such escrow; and

                  (ii) amounts payable in the future upon the occurrence of some
future event ("CONTINGENT PAYMENTS") will be included in the calculation of
Aggregate Merger or Sale Consideration and the fee on such Contingent Payments
will be calculated and paid to Viewpoint if and when such Contingent Payments
are made; and

                                      -3-


                  (iii) in the event of a Transaction pursuant to which less
than 100% of the Company's outstanding equity securities are acquired, all
outstanding equity securities of the Company will be deemed acquired for the
purposes of calculating Aggregate Merger or Sale Consideration hereunder.

         2.4 FEE PAYABLE IN CONNECTION WITH A FINANCING.

                  (a) Equity Financing. If the Company consummates a Transaction
or series of Transactions principally for bona fide capital raising purposes
whereby cash is received by the Company in consideration for the issuance,
conversion or cancellation of equity or equity linked securities (an "EQUITY
FINANCING") on or before the date that is two (2) years after the termination of
this Agreement with any investor identified by Viewpoint during the term of this
Agreement or with whom a potential transaction was discussed during the term of
this Agreement, the Company will:

                  (i) pay Viewpoint a cash fee equal to 10 percent (10%) of the
gross proceeds raised received by the Company in such Equity Financing; and

                  (ii) issue Viewpoint warrants to purchase shares of common
stock of the Company (the "WARRANTS") equal to ten percent (10%) of the equity
or equity linked securities sold in such Equity Financing, PROVIDED, THAT, the
Warrants will be identical in all material respects to other warrants sold in
such Equity Financing, if any, including exercise price, maturity date,
registration rights and anti-dilution protections, and PROVIDED FURTHER, that in
the event no other warrants are sold in the Equity Financing, the Warrant will
have an exercise price equal to the price per share of the equity or equity
linked securities sold in the Equity Financing and a maturity date equal to the
date which is two (2) years after the date such Equity Financing is consummated.

                  (b) Debt Financing. If the Company consummates a Transaction
or series of Transactions principally for bona fide capital raising purposes
whereby cash is received by the Company in consideration for the issuance,
conversion or cancellation of debt or debt linked securities (a "DEBT
FINANCING") during the term of this Agreement or on or before the date that is
two (2) years following the termination of this Agreement with any investor
identified by Viewpoint during the term of this Agreement or with whom a
potential transaction was discussed during the term of this Agreement, the
Company will pay Viewpoint a cash fee equal to (a) five percent (5%) of the
first $2,000,000 in gross proceeds raised by the Company in such Debt Financing,
PLUS (b) four percent (4%) of the gross proceeds raised by the Company between
$2,000,001 and $7,000,000, if any, PLUS (c) two percent (2%) of the gross
proceeds raised by the Company in excess of $7,000,001, if any.

         2.5 PAYMENT IN THE FORM OF SECURITIES. If all or a portion of the
proceeds paid or payable in connection with a Partnership, Merger or Asset sale
are paid in the form of securities, the value of such securities for purposes of
calculating Aggregate Partnership Value or Aggregate Merger or Sale
Consideration shall be equal to the average of the last sales prices for such
securities on the five trading days ending on the date that the Transaction is
consummated. If such securities do not have an existing public trading market,

                                      -4-


the value of the securities shall be the mutually agreed upon fair market value
on the day prior to the consummation of the Transaction.

         2.6 BREAK-UP FEES. If for any reason an agreed upon Transaction
involving the Company is not thereafter consummated and the Company receives
compensation pursuant to a break-up or inducement fee arrangement (a "BREAK-UP
FEE"), Viewpoint will charge a "TERMINATION FEE" equal to thirty three percent
(33%) of the Break-Up Fee. The Termination Fee is to be paid upon the Company's
receipt of the Break-Up Fee.

         2.7 EXPENSES. The Company agrees to reimburse Viewpoint periodically,
upon request, and upon consummation of the Transaction or Transactions
contemplated hereby or upon termination of Viewpoint's services pursuant to this
Agreement, for Viewpoint's reasonable expenses, including (i) any fees and
expenses incurred by Viewpoint during the period leading up to execution of this
Agreement and during the entire term hereof, which relate directly or indirectly
to Viewpoint's review, investigation and analysis of the Company's operational,
legal and financial condition, whether done by Viewpoint, its representatives or
affiliates, (ii) the fees and disbursements of Viewpoint's attorneys, and (iii)
any sales, use or similar taxes arising in connection with any matter referred
to in this Agreement. Viewpoint shall notify the Company if the expenses to be
reimbursed pursuant to the immediately preceding sentence exceed $25,000.

                                    ARTICLE 3

                        USE AND DISCLOSURE OF INFORMATION

         3.1 USE AND RELIANCE BY VIEWPOINT. The Company recognizes and confirms
that Viewpoint in acting pursuant to this Engagement will be using publicly
available information and information in reports and other materials provided by
others, including, without limitation, information provided by or on behalf of
the Company and that Viewpoint does not assume responsibility for and may rely,
without independent verification, on the accuracy and completeness of any such
information. The Company agrees to furnish or cause to be furnished to Viewpoint
all necessary or appropriate information for use in its Engagement and to
furnish or cause to be furnished updated and current information to Viewpoint
upon request, at any time, and without limitation of any kind as to the
frequency with which such requests may be made. For the avoidance of doubt, the
parties hereby agree and acknowledge that the information deemed necessary and
appropriate under this Article 3.1 and therefore produceable to Viewpoint by the
Company upon request, at any time and from time to time, shall include, but not
be limited to audited and unaudited financial statements of any kind and from
any period or interim period that relate in any way to any assets, liabilities,
equity, debt, capital source or lending arrangement of the Company or its
affiliates, regardless of the type, source or purpose thereof. The Company
hereby warrants that any information relating to the Company or its affiliates
or the Transaction that is furnished to Viewpoint by or on behalf of the Company
will be true and correct in all material respects and not misleading by omission
or otherwise and that every statement of opinion, intention or expectation
therein by the Company will be honestly held. The Company further undertakes an
affirmative obligation to immediately notify Viewpoint in the event any
information made available by the Company pursuant to this Article 3.1 ceases to
be true and correct in all material respects or becomes misleading in any way by
omission or otherwise.

                                      -5-


         3.2 DISCLOSURE OF INFORMATION BY VIEWPOINT. The Company acknowledges
and agrees that Viewpoint is and has been engaged as a broker, dealer,
underwriter, placement agent, finder, advisor, and deal maker, by and for other
companies in the industry in which the Company is involved. Accordingly, the
Company agrees that Viewpoint shall not be required to act exclusively for the
Company and may now and, from time to time in the future, be engaged by other
companies that compete with the Company. Viewpoint may, but shall not be
required to bring opportunities to the Company's attention and shall have no
duty to disclose or use for the Company's benefit any non-public information
acquired in the course of providing services to any other person, engaging in
any transaction (on Viewpoint's own account or otherwise) or other carrying on
it's business.

         3.3 CONFIDENTIALITY. Any financial or other advice, descriptive
memoranda or other documentation rendered by Viewpoint pursuant to this
Agreement may not be disclosed publicly or to any third party in any manner
without the prior written approval of Viewpoint, which approval shall not be
unreasonably withheld. All non-public information given to Viewpoint by the
Company will be considered as confidential information and shall be maintained
as such by Viewpoint until the same becomes known to third parties or the public
without release thereof by Viewpoint, at which point it shall become
non-confidential information.

         3.4 BOARD OBSERVATION RIGHTS. For so long as this Agreement remains in
effect, the Company shall invite a representative of Viewpoint (the "OBSERVER")
to attend all meetings of the Company's Board of Directors (the "BOARD") thereof
in a non-voting observer capacity and, in this respect, shall give such Observer
copies of all notices, minutes, consents and other materials that it provides to
all of its directors, PROVIDED THAT, such Observer may be excluded from access
to any meeting or information or portion thereof if the Company reasonably
believes, upon advice of counsel, that access to such meeting or information or
portion thereof, as applicable, would adversely affect the attorney-client
privilege between the Company and its counsel.

                                    ARTICLE 4
                                 INDEMNIFICATION

         4.1 INDEMNIFICATION. In the event that Viewpoint, its affiliates and
their respective directors, officers, agents and employees and each other person
controlling Viewpoint or its affiliates (each, an "INDEMNIFIED PARTY") becomes
involved in any capacity in any action, proceeding or investigation brought by
or against any person, including security holders of the Company, in connection
with or as a result of either our engagement or any matter referred to in this
letter (including, without limitation, in connection with the contents of any
writing or oral affirmation made for or by any Indemnified Party in connection
herewith), the Company periodically will reimburse Viewpoint for its legal and
other expenses (including the cost of any investigation and preparation) as
incurred in connection therewith; PROVIDED, HOWEVER, that if it is found in any
such action, proceeding or investigation that any loss, claim, damage or
liability of Viewpoint has resulted from the gross negligence or bad faith of
Viewpoint in performing the services which are the subject of this letter,
Viewpoint shall repay such portion of the reimbursed amounts that is
attributable to expenses incurred in relation to the act or omission of
Viewpoint which is the subject of such finding. The Company also will indemnify
and hold each Indemnified Person harmless against any and all losses, claims,
damages or liabilities to any such

                                      -6-


person in connection with or as a result of either our engagement or any matter
referred to in this letter), except to the extent that any such loss, claim,
damage or liability results from the gross negligence or willful misconduct of
Viewpoint in performing the services that are the subject of this letter. If for
any reason the foregoing indemnification is unavailable to Viewpoint or
insufficient to hold it harmless, then the Company shall contribute to the
amount paid or payable by Viewpoint as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative economic
interests of the Company and its stockholders on the one hand and Viewpoint on
the other hand in the matters contemplated by this letter as well as the
relative fault of the Company and Viewpoint with respect to such loss, claim,
damage or liability and any other relevant equitable considerations. The
reimbursement, indemnity and contribution obligations of the Company under this
paragraph shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any affiliate of
Viewpoint and the partners, directors, agents, employees and controlling persons
(if any), as the case may be, of Viewpoint and any such affiliate, and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Company, Viewpoint, any such affiliate and any
such person. The Company also agrees that neither Viewpoint nor any of such
affiliates, partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any person asserting claims on behalf of or
in right of the Company in connection with or as a result of either our
engagement or any matter referred to in this letter except to the extent that
any losses, claims, damages, liabilities or expenses incurred by the Company
result from the gross negligence or willful misconduct of Viewpoint in
performing the services that are the subject of this letter. Promptly after
receipt by Viewpoint of notice of its involvement in any action, proceeding or
investigation, Viewpoint shall, if a claim for indemnification in respect
thereof is to be made against the Company under this Agreement, notify the
Company of such involvement. Failure by Viewpoint to so notify the Company shall
relieve the Company from the obligation to indemnify Viewpoint under this
Agreement only to the extent that the Company suffers actual prejudice as a
result of such failure, but shall not relieve the Company from its obligation to
provide reimbursement and contribution to Viewpoint. If any Indemnified Person
is entitled to indemnification under this Agreement with respect to any action
or proceeding brought by a third party that is also brought against the Company,
the Company shall be entitled to assume the defense of any such action or
proceeding with counsel reasonably satisfactory to the Indemnified Person,
PROVIDED, that there are no actual or potential conflicting interests between
the Company and the Indemnified Person, including situations in which there are
one or more legal defenses available to the Indemnified Person that are
different from or additional to those available to the Company. Upon assumption
by the Company of the defense of any such action or proceeding, the Indemnified
Person shall have the right to participate in such action or proceeding and to
retain its own counsel but the Company shall not be liable for any legal
expenses of other counsel subsequently incurred by such Indemnified Person in
connection with the defense thereof unless (i) the Company has agreed to pay
such fees and expenses or (ii) the Company shall have failed to employ counsel
reasonably satisfactory to the Indemnified Person in a timely manner, PROVIDED,
HOWEVER, that the Company shall not, in connection with any one such action or
proceeding or separate but substantially similar actions or proceedings arising
out of the same general allegations, be liable for the fees and expenses of more
than one separate firm of attorneys at any time for all Indemnified Persons,
including Viewpoint, except to the extent that local counsel, in addition to its
regular counsel, is required in order to effectively defend against such action
or proceeding.

                                      -7-


The Company shall not consent to the terms of any compromise or settlement of
any action defended by the Company in accordance with the foregoing without the
prior written consent of the Indemnified Person unless such compromise or
settlement (i) includes an unconditional release of the Indemnified Person from
all liability arising out of such action and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act, by or on behalf
of any Indemnified Person. Prior to entering into any agreement or arrangement
with respect to, or effecting, any proposed sale, exchange, dividend or other
distribution or liquidation of all or a significant portion of its assets in one
or a series of transactions or any significant recapitalization or
reclassification of its outstanding securities that does not directly or
indirectly provide for the assumption of the obligations of the Company set
forth in this Agreement, the Company will notify Viewpoint in writing thereof
(if not previously so notified) and, if requested by Viewpoint, shall arrange in
connection therewith alternative means of providing for the obligations of the
Company set forth in this paragraph, including the assumption of such
obligations by another party, insurance, surety bonds or the creation of an
escrow, in each case in an amount and upon terms and conditions satisfactory to
Viewpoint. Any right to trial by jury with respect to any action or proceeding
arising in connection with or as a result of either our engagement or any matter
referred to in this letter is hereby waived by the parties hereto.

                                    ARTICLE 5
                                  MISCELLANEOUS

         5.1 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed under the laws of the State of California in all respects as such laws
are applied to agreements among California residents entered into and performed
entirely within California, without giving effect to conflict of law principles
thereof.

         5.2 ARBITRATION.

                  (a) Any controversy or claim arising out of or relating to
this Agreement, or the breach hereof, shall be settled pursuant to this Article
5.2 and by arbitration in accordance with commercial rules of the American
Arbitration Association ("AAA"). Arbitration proceedings conducted pursuant to
this Article 5.2 shall be held in the State of California, County of San Diego.

                  (b) Arbitrations shall be conducted by a single arbitrator
(the "ARBITRATOR") selected at random from a list of arbitrators maintained in
the office of AAA in State of California, County of San Diego. The Arbitrator
must be a person experienced in corporate law or the law of commercial finance
and must have served as an arbitrator in not less than three prior commercial
arbitrations involving primarily questions of commercial or corporate law
conducted under the AAA rules. The Arbitrator may not be a person who ever has
been an affiliate of or attorney for any party or for any of their respective
affiliates.

                  (c) The parties shall allow and participate in discovery in
accordance with the United States Federal Rules of Civil Procedure for a period
of 90 days after the filing of an answer or other responsive pleading.
Unresolved discovery disputes may be brought to the attention of the Arbitrator
for resolution.

                                      -8-


                  (d) Any provisional remedy that would be available from a
court of law shall be available from the Arbitrator to the parties pending
arbitration. Any party may, without inconsistency with this Agreement, apply to
any court of proper jurisdiction and seek injunctive relief to maintain the
status quo until the arbitration award is rendered or the controversy is
otherwise resolved.

                  (e) The Arbitrator's award shall be made in writing, but shall
not make any findings of fact or conclusions of law. The Arbitrator shall have
no authority to award punitive or other damages not measured by the prevailing
party's actual damages and may not, in any event, make any ruling, finding, or
award that does not conform to the terms and conditions of this Agreement and
the Merger Agreement. Judgment on any arbitration award may be entered by the
Arbitrator or by any party in any court having jurisdiction thereof. No party or
Arbitrator may disclose the existence, content, or results of any arbitration or
arbitration award without the prior written consent of all parties involved in
the arbitration except to the extent necessary to enter and enforce a judgment
based upon such award.

                  (f) The award of the Arbitrator shall be final and not subject
to appeal. Each party hereby waives the benefit of any applicable law that would
permit it to appeal the decision of the Arbitrator to any court or other
authority.

                  (g) All fees and expenses of the arbitration shall be borne by
the parties equally. However, each party shall bear the expense of its own
counsel, experts, witnesses, and preparation and presentation of proofs.

         5.3 SURVIVAL. The provisions of this Agreement relating to
compensation, information, indemnification and dispute resolution in Articles 2,
3 4 and 5 respectively, shall survive the completion of this Agreement or its
termination pursuant to Articles 1.2 or 1.3 hereof.

         5.4 AGENCY. It is understood and agreed that Viewpoint will act under
this Agreement as an independent contractor with duties solely to the Company
and nothing in this Agreement or the nature of Viewpoint's services in
connection with this Engagement or otherwise shall be deemed to create a
fiduciary duty or fiduciary or agency relationship between Viewpoint and the
Company or its stockholders, employees or creditors, and the Company agrees that
it shall not make, and hereby waives, any claim based on an assertion of such
fiduciary duty or relationship.

         5.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and Viewpoint and their respective successors and assigns and any
successor or assign of any substantial portion of the Company's or Viewpoint's
respective businesses and/or assets.

         5.6 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof.

         5.7 SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement,

                                      -9-


and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

         5.8 AMENDMENT AND WAIVER. This Agreement may not be amended or
otherwise modified or waived except by an instrument in writing executed by both
Viewpoint and the Company.

         5.9 NOTICES. Any notice or other communication required or permitted to
be delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth beneath the name of such party
below (or to such other address or facsimile telephone number as such party
shall have specified in a written notice given to the other parties hereto):

                  IF TO VIEWPOINT:

                  VIEWPOINT SECURITIES, LLC
                  322 8th Street, Suite 105
                  Del Mar, CA  92014
                  Attn:  Seth Leyton or Paul Difrancesco
                  Fax:  858-440-2808

                  IF TO COMPANY:

                  GOLD RUN INC.
                  GOLD RUN INC.
                  330 Bay Street Suite 820
                  Toronto, Ontario M5H 2S8
                  CANADA ATTN:  John Pritchard Fax:
                  (416) 364-2292

         5.10 ATTORNEYS' FEES. In the event that any suit or action is
instituted under or in relation to this Agreement, including without limitation
to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

         5.11 THIRD PARTY BENEFICIARIES. It is agreed that Viewpoint has been
retained to provide services to the Company, and not to any other person, and
the Engagement is not intended to confer rights upon any person (including
shareholders, employees or creditors of the Company) not a party hereto.

                                      -10-


         5.12 TITLES AND SUBTITLES. The titles of the articles and subsections
of the Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

         5.13 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

         5.14 PRONOUNS. All pronouns contained herein, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as to the identity of the parties hereto may require.

         5.15 Viewpoint and the Company hereby represent to the other that they
have the legal authority and capacity to enter into this Agreement, perform the
services, and pay and receive, fees and commissions, as the case may be, which
are payable hereunder.

         IN WITNESS WHEREOF, the parties hereto have executed the ENGAGEMENT
AGREEMENT as of the date set forth in the first paragraph hereof.

VIEWPOINT SECURITIES:

                               VIEWPOINT SECURITIES, LLC

                               By:_________________________________
                               Name:  Seth Leyton
                               Title: Chief Executive Officer

                               By:_________________________________
                               Name:  Paul Difrancesco
                               Title: Managing Director, Investment Banking

COMPANY:                       GOLD RUN, INC.

                               By:_________________________________
                               Name:  John Pritchard Title:
                               Chief  Executive Officer

                                      -11-

EX-10.25

              SUBSCRIPTION AGREEMENT FOR PROMISSORY NOTE AND SHARES
                                OF GOLD RUN INC.

                                                             (Date)

GOLD RUN INC.
c/o Berns & Berns
767 Third Avenue
New York, New York 10017

Gentlemen:

      The Undersigned hereby offers to purchase from Gold Run Inc. (the
"Company") (i) a Non-transferable 10% Promissory Note ("Note") in the principal
amount of $______, and (ii) ______ shares of the Company's common stock, par
value $.000001 per share ("Share"), at a price of $0.001 per Share, for an
aggregate purchase price of $_________ U.S. The form of the Note is set forth at
Appendix I. Instructions on how to subscribe are set forth at Appendix II.

      In order to induce the Company to sell you the Notes and the Shares
(collectively, the "Securities"), the Undersigned, for himself and for his legal
representatives, successors and assigns, hereby makes the following
representations, warranties, acknowledgments and certifications, intending that
the Company rely hereon, to the Company, and covenants with the Company, as
follows:

      1. The Undersigned acknowledges that the Company is a reporting issuer in
the United States, and files reports with the Securities and Exchange Commission
("SEC"), file no. 333-139412. The Undersigned further acknowledges that on
December 31, 2007 the Company filed a Registration Statement on Form SB-2with
the SEC, which has not been declared effective.

      2. The Company has made available to the Undersigned all requested
documents and records in its possession, and has offered the Undersigned an
opportunity to discuss this investment with the Company and/or representatives
of the Company and obtain any additional information necessary to verify the
accuracy of any information furnished. The Undersigned acknowledges that he has
not been provided with an offering memorandum or any other offering literature
relating to this private offering of the Company's Securities and is relying
solely on the publicly available information set forth in paragraph 1 hereof in
making his investment decision.


                                                                          (date)
Gold Run Inc.                                                             Page 2


      3. The Undersigned acknowledges that no information furnished by the
Company constitutes investment, accounting, legal or tax advice. The Undersigned
is relying solely upon himself and his professional advisors, if any, for such
advice.

      4. The Undersigned has relied solely upon his own independent
investigation in making a decision to purchase the Securities. The Securities
are a speculative investment which involves a substantial degree of risk with no
assurance of any income from such investment and the possibility that the
Securities may become worthless. The Undersigned acknowledges that both the
Notes and Shares are restricted securities for which there is no market. The
Undersigned acknowledges that he must therefore be prepared to bear the economic
risks for an indefinite period, and the total loss of his investment.

      5. The Undersigned acknowledges that (i) this offer and sale of the
Securities is being done pursuant to the provisions of Regulation S, promulgated
under the United States Securities Act of 1933, as amended (the "Securities
Act"), (ii) is not being registered under the laws of any jurisdiction, (iii)
the Securities are being acquired solely for the account of the Undersigned,
solely for investment purposes and not with a view to resale or distribution,
and (iv) no other person has any direct or indirect interest in the Securities.
The Undersigned has no contract, undertaking, agreement or arrangement with any
person to sell, transfer or pledge to such person, or anyone else, the
Securities, or any interest therein, and the Undersigned has no plans to enter
into any such contract, undertaking, agreement or arrangement.

      6. The Undersigned understands that he may not dispose of the Securities,
or any interest therein, unless and until legal counsel for the Company shall
have determined that the intended disposition does not violate the law of any
jurisdiction. The Undersigned acknowledges that the Securities are
non-transferable, that both the Notes and Shares will bear legends describing
the limitations on transfers, and that it will not be possible for the
Undersigned to liquidate his investment in case of an emergency. The Undersigned
agrees to only resell such Securities pursuant to registration under the
Securities Act, pursuant to the resale provisions promulgated under Regulation
S, under the Securities Act, or pursuant to an available exemption from
registration, and agrees not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act.


                                                                          (date)
Gold Run Inc.                                                             Page 3


      7. The Undersigned represents and warrants that he is not a "U.S. Person"
as such term is defined in Rule 902(k), promulgated under the Securities Act,
and that he is not acquiring the Securities for the account or benefit of a U.S
Person. The Undersigned represents and warrants that he is not a resident of the
United States and that he was outside of the United States when (i) the
agreement was negotiated, (ii) he received this agreement, and (iii) this
agreement was executed.

      8. The Undersigned represents that he is knowledgeable and experienced in
making and evaluating investments. The investments of the Undersigned in, and
his commitments to, all non-liquid investments (including an investment in the
Company) are reasonable in relation to his net worth, and the Undersigned has
the ability to bear the financial risk of an investment in the Company.

      9. The Undersigned represents, warrants, and acknowledges that (a) the
Securities were not offered or distributed to the Undersigned through an
advertisement in printed media of general and regular paid circulation, radio or
television, and (b) he did not attend any seminars or meetings regarding this
offering, in which the attendees were invited by any general solicitation or
general advertising.

      10. The Undersigned acknowledges that no governmental authority,
regulatory body, stock exchange or any other entity has made any finding or
determination as to the merits of this investment.

      11. The Undersigned acknowledges that the Company, in its sole discretion,
reserves the unconditional right to accept or reject, in whole or in part, this
subscription, with or without cause, and to waive any requirements of this
subscription. The Undersigned acknowledges that the Company has the
unconditional right to refund to the Undersigned all funds so tendered, or any
portion thereof, to the Company, within one hundred twenty days of receipt, even
if the Company has already utilized the funds. To the extent this subscription
may ultimately be rejected, subscriptions received by the Company shall be
refunded, without interest. The Undersigned acknowledges that the Company may
utilize the subscription funds received from the Undersigned immediately upon
receipt by the Company.


                                                                          (date)
Gold Run Inc.                                                             Page 4


      12. The Undersigned represents that he is an "accredited investor" as such
term is defined in Rule 501(a) under the Securities Act, as set forth at
Appendix III hereto, and has checked the applicable category of "accredited
investor" on Appendix III.

      The Undersigned will indemnify and hold the Company, its affiliates, and
representatives, harmless from and against any and all loss, liability, cost,
damage, expense (including attorney's fees and expenses) and claims arising out
of, in connection with or resulting (i) from the sale or distribution of the
Shares by the Undersigned in violation of any applicable law, rule or
regulation, and (ii) any misrepresentation by the Undersigned or any breach of
any warranties herein or any covenants or agreements set forth herein.

      The foregoing is not, and will not be, revocable by the Undersigned at any
time. The Undersigned gives this document to the Company intending to be legally
bound hereby.

                                                   Very truly yours,

                                                   __________________________
                                                   Print Name

                                                   __________________________
                                                   Signature

                                                   Date: ___________________


                                                   __________________________
                                                   Address

                                                   __________________________
                                                   Address


                                                                          (date)
Gold Run Inc.                                                             Page 5


                                   APPENDIX I

THIS NON-TRANSFERABLE PROMISSORY NOTE MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT, (II) ,
THE RESALE PROVISION PROMULGATED UNDER REGULATION S, OR (II) AN OPINION OF
COUNSEL, SATISFACTORY TO COUNSEL FOR THE MAKER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.

                        NON-TRANSFERABLE PROMISSORY NOTE

                                  GOLD RUN INC.

                                 Note No. _____

$_____                          Toronto, Ontario                          [Date]

FOR VALUE RECEIVED, the undersigned, GOLD RUN INC., a Delaware corporation (the
"Maker") having an address at 330 Bay Street, Suite 820, Toronto, Ontario M5H
2S8, CANADA, hereby promises to pay to the order of [Name], having an address at
[Address] (such person being herein referred to individually as "Holder"), in
lawful money of the United States of America, the principal sum of $______,
together with interest thereon at the rate of 10% per annum, based on a year of
360 days, which principal shall be payable in one installment on the EARLIER of
(i) the date of the final closing of the Maker's public offering of shares of
its common stock, described in the Maker's Registration Statement on Form SB-2,
filed with the United States Securities and Exchange Commission on December 31,
2007, as amended from time to time, and (ii) the first anniversary of the date
of this Note. Interest shall accrue thereon from and after the date hereof and
shall be payable on the date the Note is repaid.


                                                                          (date)
Gold Run Inc.                                                             Page 6


1) COLLECTION COSTS.

      If, after any default hereunder, Holder expends any effort or expense in
any attempt to enforce or collect payment of all or any part or installment of
any sum due Holder hereunder, or if this Note is placed in the hands of an
attorney for collection, or if it is collected through any legal proceedings,
Maker will bear and pay all reasonable costs and fees incurred by Holder in
connection with the investigation and collection hereof, including but not
limited to reasonable fees and expenses of counsel.

2. PREPAYMENT.

      The Maker has the right to prepay the Note, at any time, in whole or in
part, without penalty.

3. CERTAIN WAIVERS.

      Maker and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this Note jointly and severally waive
presentment and demand for payment, protest, notice of protest and non-payment
or dishonor, notice of acceleration or intent to accelerate, notice of intent to
demand, and diligence in collecting, and consent to all extensions without
notice for any period or periods of time and partial payments, before or after
maturity, without prejudice to Holder. Holder shall similarly have the right to
deal in any way, at any time, with one or more of the foregoing parties without
notice to any other party, and to grant any such party any extensions of time
for payment of any of said indebtedness, or to release part or all of any
collateral at any time securing this Note, or to grant any other indulgences or
forbearances whatsoever, without notice to any other party and without in any
way affecting the personal liability of any party hereunder.

4. GOVERNING LAW.

      This Note shall be governed by and construed and enforced in accordance
with the laws of the State of New York applicable to promissory notes issued and
delivered within such State and without giving effect to choice of law
principles of such State. Notwithstanding the place where any liability
originates or arises or is to be paid, any suit, action or proceeding arising
out of or relating to this promissory note may be instituted in, or if
instituted elsewhere may be removed to, any Court of the United States of
America or of the State of New York sitting in the County, City and State of New
York. Maker hereby irrevocably waives any objection Maker may now or hereafter
have to the laying of venue of any such suit, action or proceeding in the
above-described courts and any claim that any suit, action or proceeding has
been brought in an inconvenient forum. Nothing in this Section shall affect the
right of any party to serve process in any other manner permitted by law or
limit the right of any party to bring any suit, action or proceeding against any
other party in the courts of any other jurisdiction.


                                                                          (date)
Gold Run Inc.                                                             Page 7


5. NOTICES.

      Any and all notices or other communications required or permitted to be
given under any of the provisions of this Note shall be in writing and shall be
deemed to have been duly given when personally delivered or five days after the
date mailed, postage prepaid, by first class certified mail, return receipt
requested, addressed to the parties at the addresses set forth above (or at such
other address as a party may specify by notice to all other parties given as
aforesaid), together with copies, and if possible by telecopy as well, if to the
Maker, to Mr. John Pritchard, President, Gold Run Inc., 330 Bay Street, Suite
820, Toronto, Ontario M5H 2S8, CANADA, (telecopy number: (416-364-2292).

      IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
and delivered as of the day and year first above written.

                                            GOLD RUN INC.


                                            By______________________________
                                                   John Pritchard
                                                   Chief Executive Officer


                                                                          (date)
Gold Run Inc.                                                             Page 8


                                   APPENDIX II

                                HOW TO SUBSCRIBE

      1.    This Subscription Agreement must be completed, signed, dated and
            faxed to:

            Gold Run Inc.
            c/o Berns & Berns
            767 Third Avenue
            23rd Floor
            New York, New York 10017

            Telephone: (212) 332-3320
            Telecopier: (212) 332-3315

      2.    Also, please mail an original signed copy to this address.

      3.    Payment for the Shares must be made by wire transfer in U.S. dollars
            to the following account:

            ACCOUNT NAME: Gold Run Inc.
            BANK: JP Morgan Chase
            ADDRESS: 401 Madison Avenue, New York, NY 10017
            ACCOUNT NUMBER: 907 0868385 65
            ABA ROUTING NUMBER: 021000021


                                                                          (date)
Gold Run Inc.                                                             Page 9


                                  APPENDIX III

The Undersigned hereby certifies that it is an Accredited Investor as that term
is defined in Rule 501(a) of Regulation D, promulgated pursuant to the
Securities Act of 1933, as amended. THE SPECIFIC CATEGORY OF ACCREDITED INVESTOR
APPLICABLE TO THE UNDERSIGNED IS CHECKED BELOW. ALL REFERENCES TO DOLLAR AMOUNTS
IN THIS APPENDIX III ARE IN U.S. CURRENCY.

_____       a) Any bank as defined in Section 3(a)(2) of the Securities Act, or
            any savings and loan association or other institution as defined in
            Section 3(a)(5)(A) of the Securities Act whether acting in its
            individual or fiduciary capacity; any broker or dealer registered
            pursuant to Section 15 of the Securities Exchange Act of 1934;
            insurance company as defined in Section 2(13) of the Securities Act;
            investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of the Securities Act; Small Business Investment Company
            licensed by the U.S. Small Business Administration under Section
            301(c) or (d) of the Small Business Investment Act of 1958; any plan
            established and maintained by a state, its political subdivisions,
            or any agency or instrumentality of a state or its political
            subdivisions for the benefit of its employees, if such plan has
            total assets in excess of $5,000,000; employee benefit plan within
            the meaning of Title I of the Employee Retirement Income Security
            Act of 1974, if the investment decision is made by a plan fiduciary,
            as defined in Section 3(21) of such act, which is either a bank,
            savings and loan association, insurance company, or registered
            investment adviser, or if the employee benefit plan has total assets
            in excess of $5,000,000 or, if a self-directed plan, with investment
            decisions made solely by persons that are accredited investors;

_____       b) Any private business development company as defined in Section
            202(a)(22) of the Investment Advisers Act of 1940;

_____       c) Any organization described in Section 501(c)(3) of the Internal
            Revenue Code, corporation, Massachusetts or similar business trust,
            or partnership, not formed for the specific purpose of acquiring the
            securities offered, with total assets in excess of $5,000,000;


                                                                          (date)
Gold Run Inc.                                                            Page 10


_____       d) Any director, executive officer, or general partner of the issuer
            of the securities being offered or sold, or any director, executive
            officer, or general partner of a general partner of that issuer;

_____       e) Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

_____       f) Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;

_____       g) Any trust, with total assets in excess of $5,000,000, not formed
            for the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in
            Section 230.506(b)(2)(ii); and

_____       h) Any entity in which all of the equity owners are accredited
            investors.

                                                   _________________________
                                                   Name of Investor

                                                   By:  ____________________
                                                   Name:
                                                   Title:

                                                   Date: ___________________

EX-14.1

                                  GOLD RUN INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS
                            Adopted December 7, 2007

                                  INTRODUCTION

      Ethical business conduct is critical to our business and is the
responsibility of all of us. This Code of Business Conduct and Ethics (the
"Code") has been developed as a guide to our legal and ethical responsibilities.
This Code is designed to deter wrongdoing and to promote:

      o     honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships.

      o     full, fair, accurate, timely and understandable disclosure in
            reports and documents we file with or submit to the U.S. Securities
            and Exchange Commission (the "SEC") and in our other public
            communications;

      o     compliance with applicable laws, rules and regulations;

      o     the prompt internal reporting of violations of this Code; and

      o     accountability for adherence to this Code.

      This Code applies to all directors, officers and employees of Gold Run
Inc. and any subsidiaries it may form in the future (collectively, "Gold Run",
the "Company", "we" or "us"). This Code should help guide your conduct in the
course of our business. Many of the principles described in this Code, however,
are general in nature, and the Code does not cover every situation that may
arise. Use common sense and good judgment in applying this Code. IF YOU HAVE ANY
QUESTIONS ABOUT THE CODE, OR ARE UNSURE ABOUT WHETHER AN ACTION OR INACTION THAT
YOU INTEND TO TAKE IS PERMITTED UNDER THE CODE, PLEASE CONTACT OUR CHIEF
EXECUTIVE OFFICER OR OUR OUTSIDE COUNSEL, CURRENTLY HECHT & ASSOCIATES, P.C.,
NEW YORK, NEW YORK.

      We are committed to continuously reviewing and updating our policies and
procedures. We therefore reserve the right to amend, alter or terminate this
Code at any time and for any reason, subject to applicable law. This Code is not
the exclusive source of guidance and information regarding the conduct of our
business. You should consult applicable policies and procedures for more
specific instruction, including but not limited to your employment agreements,
if any.


      Part of your job and ethical responsibility is to help enforce this Code.
You should be alert to possible violations and report possible violations
pursuant to the "Whistleblower Process" described below. Violations of law, this
Code or our other policies or procedures can lead to disciplinary action up to
and including termination of employment.

                                BASIC PRINCIPLES

COMPLIANCE WITH GOVERNMENT AND INDUSTRY REGULATION

      You must comply with all applicable federal, state and local laws,
regulations, rules and regulatory orders applicable to our business. Each
employee, director, agent, contractor and consultant must acquire appropriate
knowledge of the requirements of his or her locale relating to his or her duties
sufficient to enable him or her to recognize potential dangers and to know when
to seek advice from our legal counsel. Violations of laws, regulations, rules
and orders may subject the employee, director, agent, contractor or consultant
to individual criminal or civil liability, as well as to discipline by Gold Run.
These violations may also subject Gold Run to civil or criminal liability and/or
the loss of business.

CONFIDENTIAL INFORMATION

      "Confidential information" includes all information concerning Gold Run
that is not already known to the public. It includes any non-public information
relating to how we conduct our business, our exploration or mining plans,
analyses and non-public surveys or test results, proposed exploration or mining
plans or activities, our customers and employees, and other persons or
companies, including any information concerning securities of Gold Run or any
other company obtained by virtue of the individual's position. Our confidential
information is valuable property that must be protected like other Gold Run
property. Such information should only be shared with employees, officers,
directors and, if applicable, consultants, with a need to know.

      Confidential information must not be used for personal gain, and may not
be disclosed except as a part of our business. This is true regardless of the
nature of the information or the manner in which the information is acquired.

      Various laws and Gold Run policies protect the integrity of our
confidential information. It is important to realize that even though
information may be intangible or may not be specifically identified as
confidential, it still must not be disclosed if it might reasonably be deemed as
confidential or secret. If there is a business necessity to share such
information with third parties, including contractors or consultants, please
contact our legal counsel.


                                                                               2


      Employees, officers and directors must not use improper means (such as
industrial espionage, trespassing or deception) to seek out, accept or use
confidential information belonging to Gold Run or to third parties. We must
neither accept nor solicit confidential information from a new employee
regarding a third party, or hire someone for the purpose of obtaining a third
party's confidential information from the new employee. When a Gold Run employee
leaves the company to work elsewhere, the employee may not remove, disclose or
use our confidential information.

      We may legitimately obtain confidential information from other entities,
individuals, suppliers or potential suppliers in connection with exploration,
production, project evaluation or other business activities. Normally this will
be accompanied by a confidentiality agreement that specifically identifies the
confidential information and how Gold Run may use it. Strict compliance with
those limitations is required.

INSIDER TRADING

      Trading in Gold Run stock, or the stock of any other company, based on
material information that has not been disclosed to the public, or divulging
such information to others so that they may trade in such stock, is a
particularly serious misuse of confidential information. Such activity, also
known as insider trading, is prohibited and may result in the prosecution of
anyone involved. To eliminate any questions of insider trading, our officers,
directors and employees should limit their purchases and sales of our
securities, exclusive of the exercise of warrants or options, to a 20 calendar
day period after Gold Run files any Form 10-QSB or 10-KSB with the Securities
and Exchange Commission.

      Any person who is uncertain whether information he or she has about Gold
Run or any other company might be considered material or confidential should
check with our legal counsel before buying or selling the stock of Gold Run or
such other company.

PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK

      No Gold Run director, officer or other employee, agent, contractor or
consultant may, directly or indirectly, sell any Gold Run equity security,
including derivatives, if he or she (1) does not own the security sold, or (2)
if he or she owns the security, does not deliver it against such sale (a "short
sale against the box") within twenty days thereafter, or does not within five
days after such sale deposit it in the mails or other usual channels of
transportation. Also, no Gold Run director, officer or other employee, agent,
contractor or consultant may engage in any other types of short sales. A short
sale, for these purposes, means any transaction whereby one may benefit from a
decline in the price of Gold Run stock. In the case of persons holding our
options and warrants, this prohibition shall include short-selling against our
securities underlying our options and warrants. The transactions discussed in
this paragraph would not only violate this Code, but in many instances would
also violate U.S. or local securities laws.


                                                                               3


COMPETITION AND ANTITRUST

      Antitrust laws generally prohibit agreements among competitors regarding
the price of products or how or to whom they may be sold. Because any sale of
gold that we may make will be handled only by a few persons, this subject will
not be covered here in depth. Nevertheless, there are a number of situations,
such as participation in industry associations, where Gold Run employees may
interact with their counterparts from competitors. These situations may create
the risk that members of the association will be accused of collusion or other
unlawful activities.

      Industry meetings (including educational conferences) offer opportunities
for competitors to communicate with each other, to exchange information, and, in
some instances, to formulate joint positions on issues of legitimate common
concern. Common activities of trade associations, for example, include the
compilation and analysis of industry statistics, the discussion of legislative
and regulatory developments, the formulation of voluntary industry standards and
codes, and the discussion of market trends and technological developments. These
activities are legitimate in most cases and can be useful -- but they also
involve significant antitrust risks. Always obtain legal advice before
submitting proposals, statistics or other information to a trade association,
and before adopting or interpreting any standard or code that would create a
hardship for any actual or potential industry member or supplier.

      Although the spirit of these laws, known as "antitrust," or "competition,"
or "consumer protection" or "unfair competition" laws, is straightforward, their
application to particular situations may be quite complex. To ensure that Gold
Run complies fully with these laws, each key employee should have a basic
knowledge of them and should involve our Chief Executive Officer early on when
questionable situations arise.

BUSINESS RECORDS

      ACCURACY. Gold Run requires its employees to honestly and accurately
record and report financial and other business information in order to make
responsible business decisions and full, fair, accurate, timely and
understandable financial and other disclosures to regulatory agencies and the
public. Gold Run is legally required to maintain an effective system of internal
controls to ensure that transactions are properly recorded and, where
appropriate, authorized, assets are safeguarded, financial records are reliable
and operations are conducted in accordance with directives of our Board of
Directors and our officers. All of our books, records, accounts and financial
statements must be maintained in reasonable detail, must appropriately reflect
Gold Run's transactions and must conform both to applicable legal requirements
and to our system of internal controls.


                                                                               4


      To maintain the integrity of the accounting records, all entries in Gold
Run's books and records must be prepared carefully and honestly, be made on a
timely basis, and must be supported by adequate documentation to provide a
complete, accurate, and auditable record. All employees have a responsibility to
ensure that their work is fair and accurate. No false or misleading entry may be
made for any reason, and no employee may assist any other person in making a
false or misleading entry.

      Employees must timely communicate required information to our management
to enable decisions regarding disclosure. Public statements and filings
regarding our business and financial status must be true, accurate, complete,
and not misleading in all material respects. Business records and communications
often become public and all officers, directors and employees should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies.

      Full disclosure reinforces responsibility and acts as a powerful deterrent
to wrongdoing. Therefore, undisclosed or unrecorded transactions are not allowed
for any purpose. Any employee having information or knowledge of any undisclosed
or unrecorded transaction or the falsification of records should report it
promptly as detailed under the heading "Whistleblower Process".

      MAINTAINING AND MANAGING RECORDS. We are required by local, state, federal
and other applicable laws, rules and regulations to retain certain records and
to follow specific guidelines in managing our records. Records include email,
paper documents, CDs, computer hard disks, floppy disks, and all other media.
Civil and criminal penalties for failure to comply with such guidelines can be
severe for employees, directors, agents, contractors and Gold Run, and failure
to comply with such guidelines may subject the employee, director, agent,
contractor or consultant to disciplinary action, up to and including termination
of employment or business relationship at Gold Run's sole discretion.


                                                                               5


      A legal hold suspends all document destruction procedures in order to
preserve appropriate records under special circumstances, such as litigation or
government investigations, or the anticipation thereof, if in the opinion of
counsel such investigation or litigation is a reasonable possibility. Our legal
counsel, working with our Chief Executive Officer, will determine and identify
what types of company records or documents are required to be placed under a
legal hold. Every employee, director, agent, contractor and consultant must
promptly comply with a notice of a legal hold. Failure to comply with this Code
may subject the employee, director, agent, contractor or consultant to
disciplinary action, up to and including termination of employment or business
relationship at Gold Run's sole discretion.

      Our legal counsel will notify you if a legal hold is placed on records for
which you are responsible. You then must preserve and protect the necessary
records in accordance with instructions from our Chief Executive Officer.
Records or supporting documents that have been placed under a legal hold must
not be destroyed, altered or modified under any circumstances. A legal hold
remains effective until it is officially released in writing by our Chief
Executive Officer. If you are unsure whether a document has been placed under a
legal hold, you should preserve and protect that document while you check with
our legal counsel. If you have any questions about this Code you should contact
our legal counsel.

PROTECTION AND PROPER USE OF GOLD RUN ASSETS

      CASH AND BANK ACCOUNTS. All cash and bank account transactions must be
handled so as to avoid any question or suspicion of impropriety. All
transactions, including cash transactions, must be recorded in Gold Run's books.

      All accounts of Gold Run funds must be established and maintained in the
name of Gold Run and may be opened or closed only upon the authority of Gold
Run's Board of Directors or specified officers. No funds may be maintained in
the form of cash, except authorized petty cash, and no Gold Run funds may be
maintained in an anonymous (numbered) account at any bank. Payments into
numbered bank accounts by Gold Run may leave us open to suspicion of
participation in a possibly improper transaction. Therefore, no disbursements of
any nature may be made into numbered bank accounts or other accounts not clearly
identified as to their ownership.

      No payments may be made in cash other than regular, approved cash payrolls
and normal disbursements from petty cash supported by signed receipts or other
appropriate documentation. No cash transaction may exceed $100. Further,
corporate checks may not be written to "cash," or for purchase of cashier's
checks not specifically identified as to account and payee, except with the
specific written approval of the legal department when cash or cash equivalent
payments are required under local law.


                                                                               6


      Foreign banking laws often differ from those of the United States. Gold
Run may not take advantage of foreign banking laws (such as bank secrecy laws)
to avoid U.S. banking laws. On the other hand, Gold Run must also comply with
the laws of foreign jurisdictions in which the company operates. If any question
arises as to the propriety of a banking relationship, seek guidance from our
legal counsel.

      GOLD RUN ASSETS AND TRANSACTIONS. All employees, officers and directors
have a duty to protect Gold Run's assets and ensure their efficient use.
Individuals having control over company assets and transactions are expected to
handle them with the strictest integrity and ensure that all transactions are
executed in accordance with management's authorization.

      Employees, officers and directors are personally accountable for Gold Run
funds over which they have control. Individuals who spend Gold Run funds should
ensure the company receives good value in return and must maintain accurate
records of such expenditures. Individuals who approve or certify the correctness
of a bill or voucher should know that the purchase and amount are proper and
correct. Obtaining or creating false invoices or other misleading documentation
or the invention or use of fictitious sales, purchases, services, loans,
entities or other financial arrangements is prohibited.

      SOFTWARE. All software used by employees to conduct our business must be
appropriately licensed. Never make or use illegal or unauthorized copies of any
software, whether in the office, at home, or on the road, since doing so may
constitute copyright infringement and may expose you and Gold Run to potential
criminal liability. In addition, use of illegal or unauthorized copies of
software may subject the employee to disciplinary action, up to and including
termination.

CONFLICTS OF INTEREST

      A conflict of interest occurs when the private interest of a director,
officer or key employee, or an immediate family member of any one of them
(collectively, the "Covered Persons"), may interfere with our interests. Such a
conflict may result in divided loyalties, and when loyalties are divided, it is
hard to be objective about a decision. This Code discourages Covered Persons
from assuming a private interest that influences his or her ability to act in
our best interest, makes it difficult to perform his or her work objectively and
effectively, or gives the appearance of a conflict. We require that Covered
Persons fully disclose to us any situations that reasonably could be expected to
give rise to, or the appearance of, a conflict of interest.


                                                                               7


      Private interests that may give rise to a conflict of interest are
interests that: (1) are substantial in light of the financial circumstances of
the Covered Person holding such interest; or (2) involve significant investments
in, or compensation arrangements with, an entity that does business, transacts
or competes with us.

      For purposes of this Code of Business Conduct and Ethics, a corporate
opportunity is a business opportunity that (1) a Covered Person intends to
pursue, whether through investment or participation in the business, (2) the
Company might reasonably be interested in pursuing, and (3) the Company might
reasonably pursue, given the Company's current business plans and capacities and
the nature of the opportunity. A corporate opportunity is also any business
opportunity which would result in a Covered Person competing with Gold Run. This
Code requires that Covered Persons promptly and fully disclose all such
corporate opportunities to the Company and follow the steps outlined herein
prior to pursuing these opportunities for themselves. Notwithstanding anything
else in this Code, Covered Persons are prohibited from (a) taking for themselves
personal opportunities that are discovered through the use of Gold Run property,
information or position, or (b) using our corporate property, our information or
position with us for personal gain.

      It is impossible to describe every situation that may give rise to
potential conflicts of interest and opportunities, and Covered Persons should
therefore err on the side of disclosure in assessing which potential conflicts
or opportunities are covered by this Code. Here are examples of some, but not
all, situations requiring disclosure under this Code:

      o     Association with a precious metal exploration or mining firm
            actually or potentially in a position to compete with the Company
            for (a) exploration prospects, (b) access to sources of financing
            for gold exploration activities or (c) access to potential
            purchasers of gold mining prospects from the Company;

      o     Acquisition of rights to or an interest in a prospect for gold
            exploration within a reasonably close geographical proximity to a
            prospect targeted for exploration by the Company;

      o     Acquisition of an interest in a gold mining company with whom we are
            negotiating a sale of gold mining prospect;


                                                                               8


      o     Entry by us into a services contract with an entity in which a
            Covered Person has a substantial financial interest; or

      o     Receipt of compensation from any company or persons with whom we
            have a transaction, contract or other arrangement.

PROCEDURES FOR ADDRESSING CONFLICTS OF INTEREST

      DISCLOSURE. In connection with any actual or possible conflict of
interest, including any corporate opportunity, a Covered Person must promptly
after first becoming aware of such actual or potential conflict, fully disclose:

      o     the existence of an actual or potential conflict of interest and all
            material facts known to the Covered Person at that time with respect
            to such conflict of interest; or

      o     the existence of any potential corporate opportunity in which he or
            she is or would be a participant (whether as an officer, director or
            employee) or his or her investment (valued at fair market value) is
            or would be in excess of $25,000, and all material facts known to
            the Covered Person at that time with respect to such investment,
            participation and corporate opportunity.

      Any required disclosure shall be made in writing to the Chief Executive
Officer, or, in his absence, to all of the disinterested members of the Board of
Directors of the Company, being the directors who have no involvement with the
particulars of the actual or potential conflict of interest (the "Disinterested
Directors"). If the Chief Executive Officer has any actual or potential
conflicts, he or she must report them to the Chairman, or, in his absence, to
all of the disinterested members of the Board of Directors. Any required
disclosure may also be made to our outside counsel, currently Hecht &
Associates, P.C., New York, New York.

      BOARD ACTION. After appropriate disclosure of a conflict of interest or
corporate opportunity and the material facts related thereto, and after any
discussion with any person or persons, including the interested person, in which
the Disinterested Directors may choose to engage, such Disinterested Directors,
acting as a committee of the full board with authority to act on its behalf,
shall decide if a conflict of interest exists with respect thereto, or if, with
respect to a potential corporate opportunity, such transaction or arrangement
should remain available for the Company to pursue on its own behalf. If the
Disinterested Directors determine that there is a conflict of interest, they
shall proceed to determine whether the proposed transaction, arrangement, or
circumstances is fair, reasonable, and in the best interest of the Company, and
if not, shall take such action as is necessary to ensure that all Covered
Persons remain in compliance with their fiduciary duties to the Company. If the
Company takes no action to acquire the disclosed corporate opportunity within 30
days commencing as of the date of disclosure, then the Covered Person(s) making
such disclosure may pursue their own interests with respect to such corporate
opportunity.


                                                                               9


      The Disinterested Directors shall be empowered to take such actions as are
necessary to remediate conflicts of interest or respond to violations of this
Code, including without limitation, disciplinary action or termination of
employment.

PAYMENTS OR GIFTS FROM OTHERS

      Under no circumstances may employees, directors, agents, contractors or
consultants accept any offer, payment, promise to pay, or authorization to pay
any money, gift, or anything of value from customers, vendors, consultants, etc.
that is perceived as intended, directly or indirectly, to influence any business
decision, any act or failure to act, any commitment of fraud, or any opportunity
for the commission of any fraud. Gifts valued at under $100, infrequent business
meals, celebratory events and entertainment, provided that they are not
excessive or create an appearance of impropriety, do not violate this Code.
Questions regarding whether a particular payment or gift violates this Code are
to be directed to our legal counsel.

      Gifts given by Gold Run to suppliers or customers or received from
suppliers or customers should always be appropriate to the circumstances and
should never be of a kind that could create an appearance of impropriety. The
nature and cost must always be accurately recorded in our books and records.

FOREIGN CORRUPT PRACTICES ACT

      Gold Run requires full compliance with the Foreign Corrupt Practices Act
("FCPA") by all of its employees, directors, agents, contractors and
consultants. All employees, directors, agents, contractors and consultants,
whether located in the United States or abroad, are responsible for FCPA
compliance and the procedures to ensure FCPA compliance. All managers and
supervisory personnel are expected to monitor continued compliance with the FCPA
to ensure compliance with the moral, ethical and professional standards. FCPA
compliance includes our policy on Maintaining and Managing Records discussed
above. In addition, no contract or agreement may be made with any business in
which a government official or employee holds a significant interest, without
the prior written approval of our Chief Executive Officer.


                                                                              10


COMPANY SPOKESPERSONS

      Specific policies have been established regarding who may communicate
information to the press and the financial analyst community. Any inquiries or
calls from financial analysts should be referred to our Chief Financial Officer.
All inquiries or calls from the press should be referred to our Chief Executive
Officer.

      Gold Run has designated our Chief Executive Officer and Chief Financial
Officer as our official spokespersons for all matters, including financial
matters. These designees are the only people who may communicate with the press
or financial analysts on behalf of Gold Run.

      No other person may communicate with the press or financial analysts on
behalf of Gold Run unless specifically authorized to do so in writing in advance
by our Chief Executive Officer or Chief Financial Officer, for a specific
purpose, and then only to the extent so authorized. Any employee or director
publication or publicly made statement that might be perceived or construed as
attributable to Gold Run and that is made outside the scope of his or her
employment or directorship must be reviewed and approved in writing in advance
by our legal counsel and must include a disclaimer that the publication or
statement represents the views of the specific author and not of Gold Run.

                     SPECIAL PROVISIONS FOR SENIOR OFFICERS

      Our Chief Executive Officer, Chief Financial Officer and other corporate
officers (collectively, the "Corporate Officers") shall be subject to the
following additional specific policies:

      SEC REPORTS. The Corporate Officers are responsible for full, fair,
accurate, timely and understandable disclosure in the reports required to be
filed by the Company with the SEC. Accordingly, it is the responsibility of the
Corporate Officers promptly to bring to the attention of the Board of Directors
any material information of which he or she may become aware that could affect
the disclosures made by the Company in its public filings or otherwise assist
the Company in fulfilling its responsibilities.

      FINANCIAL REPORTING. Each Corporate Officer shall promptly bring to the
attention of the Board of Directors any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data; or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.


                                                                              11


      VIOLATIONS OF LAWS OR CODE. Each Corporate Officer shall promptly bring to
the attention of the Chief Executive Officer and our legal counsel any
information he or she may have concerning any violation of any applicable law,
or of this Code of Business Conduct and Ethics, by persons who have a
significant role in the Company's financial reporting, disclosure or internal
controls.

                             "WHISTLEBLOWER" PROCESS

      Gold Run is committed to maintaining an atmosphere of open communication
and trust between employees and management. Furthermore, the integrity of our
financial information is paramount. Our financial information guides the
decisions of the Board of Directors and is relied upon by our stockholders and
the financial markets. For those reasons, we must maintain a workplace where
employees who reasonably believe that they are aware of conduct in violation of
this Code or our legal duties (including, but not limited to, questionable
accounting, informal accounting controls, or auditing matters, or the reporting
of fraudulent financial information to our stockholders, the government or the
financial markets) can raise those concerns free of any harassment,
discrimination or retaliation. Therefore, we encourage those employees to report
those concerns as set forth below.

REPORTING AND INVESTIGATION

      If you have reason to believe that you have become aware of a possible
violation of this Code or applicable law, you must immediately report the
possible violation. Examples of reportable actions include, but are not limited
to, any indication of fraud, failing to timely or properly record financial
transactions on our books and records, misappropriation of Company resources,
substantial variation in our financial reporting methodology from prior practice
or from generally accepted accounting principles, disclosures in reports filed
with the SEC and other public disclosures that are not full, fair, accurate,
timely and understandable, conduct that is not honest and ethical, conflicts of
interest, potential violations of governmental rules and regulations or this
Code, and the falsification, concealment or inappropriate destruction of
corporate or financial records.

      Any report may be made anonymously, at your option, and must be made in
one of the following ways:

      o     By contacting your supervisor;

      o     By contacting our Chief Executive Officer, or


                                                                              12


      o     By contacting our legal counsel.

      Any supervisor receiving a report must forward that report by using one of
the above reporting methods.

      Regardless of which reporting method you choose, please include in your
report a discussion of the following items: (i) a description of the matter or
irregularity, (ii) the period of time during which you observed the matter or
irregularity, and (iii) any steps that you have taken to investigate the matter
or irregularity, including reporting it to a supervisor and the supervisor's
reaction.

      All reports may include, at your option, your contact information in the
event that additional information is needed. As stated above, however, there is
no requirement that the report identify you, if you choose to remain anonymous.

      All complaints under this Code will be taken seriously and will be
promptly and thoroughly investigated. All information disclosed during the
course of the investigation, including the name of the reporting person, will
remain strictly confidential, except as necessary to conduct the investigation
and take any remedial action, in accordance with applicable law.

      All employees have a duty to cooperate in the investigation of reports of
any conduct covered by this Code. Employees will be subject to disciplinary
action, including the termination of their employment, if they fail to cooperate
in an investigation or deliberately provide false information during an
investigation.

      If, at the conclusion of its investigation, Gold Run determines that a
violation of our legal duties or policies has occurred, we will take remedial
action commensurate with the severity of the offense. That action may include
disciplinary action against the accused party, up to and including termination.
In addition, where warranted, we may seek indemnification, sue for damages or
refer the violation to law enforcement for criminal prosecution. The specific
action taken in any particular case depends on the nature and gravity of the
conduct or circumstances reported and the quality of the information provided.
Reasonable and necessary steps will also be taken to prevent any further
violations of law or this Code.

DISCRIMINATION, RETALIATION OR HARASSMENT

      Any employee reporting concerns under this Code has a lawful right to
raise those concerns without fear of harassment, discrimination or retaliation.
As a result, Gold Run strictly prohibits any discrimination, retaliation or
harassment against any person who reports conduct in violation of our legal
duties or policies (including questionable accounting or auditing matters, or
the reporting of fraudulent financial information) based on the person's
reasonable belief that such misconduct occurred.


                                                                              13


      Gold Run also strictly prohibits any discrimination, retaliation or
harassment against any person who participates in an investigation of such
complaints, including:

      o     By providing information and otherwise assisting in investigations
            relating to fraud against Gold Run's stockholders conducted by (A) a
            federal regulatory agency, (B) a member or committee of the United
            States Congress or (C) any of our officers or employees, any member
            or committee of our Board of Directors or any agent or
            representative acting on their behalf; or

      o     By filing, testifying at, participating in or otherwise assisting a
            proceeding filed or about to be filed relating to allegations of
            fraud against our stockholders.

      If you later believe that you have been subject to discrimination,
retaliation, or harassment for having made a report under this Code, you must
immediately report those facts to your supervisor, if any, to our Chief
Executive Officer or to our legal counsel. It is imperative that you bring those
matters to our attention promptly, so that any concern of discrimination,
retaliation, or harassment can be investigated and addressed promptly and
appropriately.

      Any complaint involving discrimination, retaliation or harassment related
to the reporting or investigation of conduct in violation of our legal duties or
policies wil1 be promptly and thoroughly investigated in accordance with our
investigation procedures. If a complaint of discrimination, retaliation or
harassment is substantiated, appropriate disciplinary action, up to and
including discharge, will be taken.

ADDITIONAL ENFORCEMENT INFORMATION

      In addition to our internal complaint procedure, employees should also be
aware that certain federal and state law enforcement agencies are authorized to
review legal compliance, including reviewing questionable accounting or auditing
matters, or potentially fraudulent reports of financial information.

      Before issues or behavior can rise to that level, employees are encouraged
to report questionable accounting or auditing matters, suspicion of fraudulent
financial information, or discrimination, retaliation or harassment related to
such reports to us as outlined above. Nothing in this Code is intended to
prevent an employee from reporting information to the appropriate agency when
the employee has reasonable cause to believe that the violation of a federal or
state statute or regulation has occurred.


                                                                              14


      This Code has been developed as a guide to our legal and ethical
responsibilities to achieve and maintain the highest business standards. Conduct
that violates our policies will be viewed as unacceptable under the terms of
employment at Gold Run. Certain violations of our policies and practices could
even subject Gold Run and/or the individual employees involved to civil and/or
criminal penalties.

                              DISCIPLINARY ACTIONS

      The matters covered in this Code are of the utmost importance to Gold Run,
its stockholders and its business partners, and are essential to our ability to
conduct our business in accordance with our stated values. We expect all of our
employees, directors, agents, contractors and consultants to adhere to these
rules in carrying out their duties for Gold Run.

      Gold Run will take appropriate action against any employee, director,
agent, and contractor or consultant whose actions are found to violate these
policies or any other company policies. Disciplinary actions may include
immediate termination of employment or business relationship at Gold Run's sole
discretion. Where Gold Run has suffered a loss, it may pursue its remedies
against the individuals or entities responsible. Where laws have been violated,
Gold Run will cooperate fully with the appropriate authorities.

                        WAIVERS AND AMENDMENT OF THE CODE

      Any waiver of any provision of this Code for a member of our Board of
Directors or an executive officer, or any amendment of this Code, must be
approved in writing by our Board of Directors and promptly disclosed pursuant to
applicable laws and regulations. Any waivers of any provision of this Code with
respect to any other employee, agent, contractor or consultant must be approved
in writing by our Chief Executive Officer.

                         PERIODIC REVISION OF THIS CODE

      A current version of this Code will be published on our website. We urge
you to review this Code at least semi-annually, as it may be revised or amended
from time to time.


                                                                              15

EX-23.1

     Exhibit 23.1

EX-99.1

DAVE MATHEWSON
1265 Mesa Drive
Fernley, Nevada 89408

September 27, 2006

GOLD RUN INC.
c/o Osprey Capital
55 University Avenue
Toronto, Ontario
Canada

Gentlemen:

I confirm the following with regard to the three (3) separate leases each dated July 17, 2006, between KM Exploration Ltd. ("KM") and Gold Run Inc. ("Gold Run"), respecting the (i) CVN Claims, (ii) HC Claims, and (iii) RC Claims), collectively the "Leases).

1. I am one of the two (2) owners of KM; the other owner of KM is David C. Knight ("Knight");

2. I have no direct or indirect interest in the annual lease payments which have been made or which will be made to KM by Gold Run under the Leases, pursuant to a separate agreement between Knight and myself.

3. Respecting the three (3%) percent NSR payable respecting the CVN Claims, I retain a residual interest in that portion of the NSR which is not subject to purchase by Gold Run, viz, one (1%) percent. The residual interest retained by me is one-third (1/3) of said one (1%) percent, or ..333%, pursuant to a separate agreement between Knight and myself.

4. Respecting the two and one-half (2.5%) percent NSR payable respecting the RC Claims and HC Claims, I retain a residual interest in that portion of the NSR, which is not subject to purchase by Gold Run, viz, one (1%) percent. This residual interest retained by me is one-half (1/2) of said one (1%) percent, or .5%, pursuant to a separate agreement between Knight and myself.

5. In the event that CVN Claims, RC Claims or HC Claims are returned to KM because of a default by Gold Run (which is not cured) under the Leases, I will have the following interests in and to all future lease payments, production royalties and other payments which are part of any future lease agreements with third parties, pursuant to a separate agreement between Knight and myself.

CVN Claims – Dave Mathewson will own a one-third (1/3) interest.
HC Claims – Dave Mathewson will own a one-half (1/2) interest.
RC Claims – Dave Mathewson will own a one-half (1/2) interest.

6. The CVN Claims, the HC Claims are located in Eureka County, Nevada. The RC Claims are located in Elko County, Nevada.

7. KM has delivered to Gold Run pertinent items in its possession in fulfillment of its obligations under the three respective Leases, pursuant to Sections 9.2 of all three respective Leases.

8. (a) KM, Knight and I understand and acknowledge that, at this time, Gold Run has no intention to exercise its respective options pursuant to Section 1.2.3 of all the three Leases to issue free trading shares of Gold Run to Knight and KM in partial satisfaction of its respective obligations to Knight and KM under the Leases.

(b) KM, Knight and I understand and acknowledge that, if Gold Run elects to issue free trading shares of Gold Run as set forth in 8(a) above. Gold Run would be required to file a Registration Statement with the SEC qualifying the resale of any such shares. KM, Knight, and I also understand and acknowledge that Gold Run has no present intention of filing such a Registration Statement for such purpose.

9. I confirm that I have agreed that paragraph 2(b) of that certain agreement between Gold Run and me dated as of May 9, 2006 is amended and restated as follows: 2(b) The Funding Obligation will be satisfied by Gold Run making available a minimum of $6 million for Exploration Costs in accordance with the following schedule:

August 11, 2006	$300,000
September 30, 2006	$300,000
March 31, 2007	$1,400,000
July 31, 2007	$1,000,000
January 31, 2008	$1,000,000
July 31, 2008	$1,000,000
January 31, 2009	$500,000
April 30, 2009	$500,000
TOTAL	$6,000,000
	/s/ David C. Mathewson
	Sincerely, David Mathewson, Individually and as a principal owner of KM Exploration Ltd.

I agree, confirm and acknowledge
that the statements herein are
accurate except that I make no
statement or expect any opinion
with respect to paragraph 9 hereof.

/s/ David C. Knight            10/12/2006

David C. Knight, individually and
as a principal owner of KM Exploration Ltd.

EX-99.2

DAVE MATHEWSON
1265 Mesa Drive
Fernley, Nevada 89408

October 18, 2006

GOLD RUN INC.
c/o Osprey Capital
55 University Avenue
Toronto, Ontario
Canada

Gentlemen:

I confirm the following with regard to the three (3) separate leases each dated July 17, 2006, between KM Exploration Ltd. (“KM”) and Gold Run Inc. (“Gold Run”), respecting the (i) CVN Claims, (ii) HC Claims, and (iii) RC Claims), collectively the “Leases).

1. I am one of the two (2) owners of KM; the other owner of KM is David C. Knight (“Knight”);

2. I have no direct or indirect interest in the annual lease payments which have been made or which will be made to KM by Gold Run under the Leases, pursuant to a separate agreement between Knight and myself.

3. Respecting the three (3%) percent NSR payable respecting the CVN Claims, I retain a residual interest in that portion of the NSR which is not subject to purchase by Gold Run, viz, one (1%) percent. The residual interest retained by me is one-third (1/3) of said one (1%) percent, or .333%, pursuant to a separate agreement between Knight and myself.

4. Respecting the two and one-half (2.5%) percent NSR payable respecting the RC Claims and HC Claims, I retain a residual interest in that portion of the NSR, which is not subject to purchase by Gold Run, viz, one (1%) percent. This residual interest retained by me is one-half (1/2) of said one (1%) percent, or .5%, pursuant to a separate agreement between Knight and myself.

David Mathewson
Gold Run Inc. October 18, 2006
Page 2

5. In the event that CVN Claims, RC Claims or HC Claims are returned to KM because of a default by Gold Run (which is not cured) under the Leases, I will have the following interests in and to all future lease payments, production royalties and other payments which are part of any future lease agreements with third parties, pursuant to a separate agreement between Knight and myself.

CVN Claims – Dave Mathewson will own a one-third (1/3) interest.
HC Claims – Dave Mathewson will own a one-half (1/2) interest.
RC Claims – Dave Mathewson will own a one-half (1/2) interest.

6. The CVN Claims, the HC Claims, and the RC Claims are located in Eureka County, Nevada.

7. KM has delivered to Gold Run pertinent items in its possession in fulfillment of its obligations under the three respective Leases, pursuant to Sections 9.2 of all three respective Leases.

8. (a) KM, Knight and I understand and acknowledge that, at this time, Gold Run has no intention to exercise its respective options pursuant to Section 1.2.3 of all the three Leases to issue free trading shares of Gold Run to Knight and KM in partial satisfaction of its respective obligations to Knight and KM under the Leases.

(b) KM, Knight and I understand and acknowledge that, if Gold Run elects to issue free trading shares of Gold Run as set forth in 8 (a) above. Gold Run would be required to file a Registration Statement with the SEC qualifying the resale of any such shares. KM, Knight, and I also understand and acknowledge that Gold Run has no present intention of filing such a Registration Statement for such purpose.

9. I confirm that I have agreed that paragraph 2(b) of that certain agreement between Gold Run and me dated as of May 9, 2006 is amended and restated as follows:

2(b) The Funding Obligation will be satisfied by Gold Run making available a minimum of $6 million for Exploration Costs in accordance with the following schedule:

August 11, 2006	$300,000
September 30, 2006	$300,000
March 31, 2007	$1,400,000
July 31, 2007	$1,000,000

David Mathewson
Gold Run Inc. October 18, 2006
Page 3

January 31, 2008	$1,000,000
July 31, 2008	$1,000,000
January 31, 2009	$500,000
April 30, 2009	$500,000
TOTAL	$6,000,000
	Sincerely,
	/s/ David C. Mathewson
	David Mathewson, individually and as a principal owner of KM Exploration Ltd.

I agree, confirm and acknowledge
that the statements herein are
accurate except that I make no
statement or expect any opinion
with respect to paragraph 9 hereof.

/s/ David C. Knight

David C. Knight, individually and
As a principal owner of KM Exploration Ltd.

EX-99.3

HARRIS & THOMPSON AN ASSOCIATION OF ATTORNEYS
RICHARD W. HARRIS RICHARD K. THOMPSON	6121 LAKESIDE DRIVE SUITE 260 RENO, NEVADA 89511 PHONE (775) 825-4300 FAX (775) 825-4829

December 14, 2006

BY TELECOPIER
AND FEDERAL EXPRESS

John Pritchard, CEO
Gold Run Inc.
330 Bay St Suite 820
Toronto, Ont, Canada M5H 2S8

Re: Title Report on CVN Claim Group
Eureka County, Nevada

Dear Mr. Pritchard:

You have asked our office to prepare a Title Report regarding the “CVN” property consisting of 151 unpatented lode mining claims situated in Eureka County, Nevada. The claims and their federal serial numbers are more particularly described on Exhibit A attached hereto.

The CVN claims are situated in Sections 4 and 8, T. 30 N., R. 51 E., and Sections 16, 30, and 32, T. 31 N., R. 51 E., MDM.

After an examination of the claim records maintained by the Nevada State Office of the Bureau of Land Management, the Nevada State Lands Office, and the Eureka County Recorder’s Office, we have reached the following conclusions:

SUMMARY OF TITLE

1. Title Condition. The CVN 1-76 and 140-151 claims have generally been located and maintained in accordance with state and federal mining law, and the claims are presently valid and defensible.

The CVN 77-139 claims were not file stamped by the BLM within 90 days of being located as required by the Federal Land Policy and Management Act (“FLPMA”). Under Federal regulations, a locator may mail a Location Notice to the BLM, and provided that it is date stamped by a United States Post Office and received by the BLM within 15 days after the due date, the claims will still be valid. We found no evidence that these claims were mailed or timely postmarked, but

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 2

the BLM accepted the filing and a senior staff member reviewed the claims for potential claim conflicts, without declaring any of the claims void, so it is possible that there is evidence which would validate the claims which was not contained within the BLM file. In the absence of proof of timely filing, there is a presumption that these claims are void. We recommend that evidence of timely mailing of the Certificates of Location for these claims be obtained.

2. Ownership. The above described mining claims are owned by:

CVN 1-151 KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures.

There is a Memorandum of Mining Lease from K.M. Exploration Ltd. to Tone Resources (US) Inc., dated May 12, 2005, memorializing a Mining Lease dated October 19, 2004, recorded in Eureka County on May 23, 2005 at Book 413, Page 245. The Lease affected the CVN 1-76 claims. This office has reviewed an unrecorded Quitclaim Deed by which this Mining Lease was terminated. We recommend that the Quitclaim Deed be recorded in Eureka County.

We found no other record of deeds, leases, liens, encumbrances, or legal actions affecting the claim groups.

3. Claim Conflicts. The unpatented mining claims are subject to the following conflicts with fee lands and other unpatented mining claims.

a. The BLM geographic index indicates that there might be a conflict between the senior RS 1-4 claims, located April 27, 2006 and owned by Barrick, and the junior CVN 49-53 (odd) claims, located December 2 and 7, 2003, in Sections 28, 29, and 32 of Township 30N., Range 51 E. Determination of the extent of the conflict and whether the location monuments for the junior CVN claims are situated on open ground should be made in the field.

b. Section 16, T. 30 N., R. 51 E., was patented pursuant to a Taylor Grazing Patent which reserved all minerals, and the right to prospect for, mine and remove the same to the United States. The CVN 140-151 claims were located on this ground. We recommend that, before the company conducts exploration or mines in this area, it obtain a surface use agreement with the surface owner.

4. Liens and Encumbrances. We found no record of unreleased liens of encumbrances.

The bases for these conclusions are set forth in the paragraphs below.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 3

LOCATION AND MAINTENANCE OF MINING CLAIMS

The property interests discussed in this Title Report are unpatented mining claims. Any citizen of the United States, including a U.S. corporation, can locate unpatented mining claims on the open public domain. The location procedure consists of four steps: (1) erecting a location monument and posting a location notice which describes the claim name, locator, and other information; (2) erecting monuments at the comers and top centers of the claim within 60 days following the date of location; (3) recording Notices of Location with the County Recorder within 90 days following the date of location; and (4) filing the Notices of Location and a claim map with the Nevada State Office of the Bureau of Land Management within 90 days following the date of location.

Until 1993, the locator maintained the claims from year to year by performing annual assessment work and filing a record of the work in the County and with the Bureau of Land Management. During each assessment year (which runs from September 1 to September l), the claimant was obliged to perform $100.00 worth of work per claim. The work could be performed on one or more claims of a larger contiguous group. Typical forms of work include drilling, road construction, and mineral production. After completing the annual work, the claimant recorded a Proof of Labor (also known as an Affidavit of Annual Assessment Work) in the appropriate County by November 1. Thereafter, the locator filed the Proof of Labor with the Bureau of Land Management by December 30; failure to make the federal filing in a timely manner rendered the claim void.

In 1992 the U.S. Congress enacted a law suspending the assessment requirement and imposing a federal claim maintenance fee in its place. By August 31, 1993, each claimant was required to pay $200.00 per claim for 1993 and 1994. Failure to make the payment rendered the claims void. In addition, the Nevada Legislature passed a law requiring the claimant to file an Affidavit and Notice of Intent to Hold in the appropriate County by November 1. After 1993 the federal "rental fee" was $100.00 per claim per year.

Congress is in the process of extending the claim maintenance requirements through 2007. It will therefore be necessary for the claim owners or their lessees to perform the following acts in order to maintain the claims in 2007-2008 and each year thereafter: (1) on or before September 1, 2007 (or whichever date Congress ultimately determines), the owner must pay a maintenance fee of $125.00 per claim to the Nevada State Office of the Bureau of Land Management, and (2) by November 1 the owner must record an Affidavit and Notice of Intent to Hold in Eureka County.

A mining claim can overlap fee lands or other mining claims, so long as its location monument is situated on open public domain. The claim is invalid only in the areas of overlap.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 4

In preparing this Title Report, our office examined the records on file with the Eureka County Recorder and the Nevada State Office of the Bureau of Land Management and the State Lands Office for Nevada. The federal record center (BLM) contains Notices of Location, Proofs of Labor, claim maps, rental fee receipts, and other documents relating to the location and maintenance of unpatented claims. The County Recorder's Office is the principal source for deeds, leases, liens, encumbrances, and records of litigation.

TITLE CONDITION

1. CVN 1-14, 19-32 Claims. The CVN 1-14 and 19-32 claims were located on October 14, 2002 by Nevada Gold Ventures. The Notices of Location were timely recorded in Eureka County on December 5, 2002 at Book 356, Pages 14-41. The claims were timely recorded with the and with the Nevada Bureau of Land Management on December 6, 2002 where they received federal serial numbers NMC 836897-836924, as listed on Exhibit A attached hereto.

The CVN 1-14 and 19-32 claims were amended on March 28, 2005 to reflect the name of the correct locator as being KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures. The Amendment to Certificate of Location was recorded in Eureka County on April 11, 2005 at Book 408, Page 403. The Amendment was filed with the BLM on December 8, 2006.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures.

C. Federal Claim Maintenance Fees. The 2002-2003 claim maintenance fees were paid to the Bureau of Land Management on the date the claims were filed with the BLM on December 6, 2002. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Book Page
2003-2004	August 27, 2003	August 26, 2003	364/354

¹ The Notice of Intent to Hold recorded in 2004 listed Nevada Gold Trends as the Owner. We found no deeds to or from Nevada Gold Trends in Eureka County.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 5

2004-2005	August 27, 2004	October 13, 2004	397/2711
2005-2006	June 23, 2005, July 6, 2005, and August 19, 20052	July 1, 2005	417/131
2006-2007	August 29, 2006	August 29, 2006	441/293

The CVN 1-14 and 19-32 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, and we found no potential conflict with other unpatented claims.

2. CVN 15-18, 33-76 Claims. The CVN 15-18 and 33-76 claims were located on December 2 and 7, 2003 by Nevada Gold Ventures. The Notices of Location were timely recorded in Eureka County on February 18, 2004 at Book 375, Pages 123-170. The claims were timely recorded with the and with the Nevada Bureau of Land Management on February 19, 2004 where they received federal serial numbers NMC 862055-862102, as listed on Exhibit A attached hereto.

The CVN 15-18,33-76 claims were amended on March 28, 2005 to reflect the name of the correct locator as being KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures. The Amendment to Certificate of Location was recorded in Eureka County on April 11, 2005 at Book 408, Page 403. The Amendment was filed with the BLM on December 8, 2006.

² In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August, The payment in July was made by K.M. Explorations.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 6

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures.

C. Federal Claim Maintenance Fees. The claim maintenance fees for the rental year 2003-2004 were paid to the Bureau of Land Management when the claims were filed on February 19, 2004. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Book/Page
2004-2005	June 23, 2005, July 6, 2005, and August 19, 20053	October 13, 2004	397/2714
2005-2006	August 18, 2005	July 1, 2005	417/131
2006-2007	August 29, 2006	August 29, 2006	441/293

The CVN 15-18 and 33-76 claims will remain valid through September 1, 2007. Thereafter,

³ In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August. The payment in July was made by K.M. Explorations.

⁴ The Notice of Intent to Hold recorded in 2004 listed Nevada Gold Trends as the Owner. We found no deeds to or from Nevada Gold Trends in Eureka County.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 7

the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, and we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the senior RS 1-4 claims, located April 27, 2006 and owned by Barrick, and the junior CVN 49-53 (odd) claims, located December 2 and 7, 2003, in Sections 28, 29, and 32 of Township 30 N., Range 51 E. Determination of the extent of the conflict and whether the location monuments for the junior CVN claims are situated on open ground should be made in the field.

3. CVN 77-112, 140-151 Claims. The CVN 77-112 and 140-151 claims were located on April 25, 2006 and May 2, 2006 by Nevada Gold Ventures. The Notices of Location were timely recorded in Eureka County on July 24, 2006 at Book 439, Pages 217-264. The claims were filed with the Nevada Bureau of Land Management on July 25, 2006 where they received federal serial numbers NMC 931052-931099, as listed on Exhibit A attached hereto.

The CVN 77-112 and 140-151 claims were amended on December 8, 2006 to reflect the name of the correct locator as being KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures. The Amendment to Certificate of Location was recorded in Eureka County on December 11, 2006 at Book 449, Page 32. The Amendment was filed with the BLM on December 8, 2006.

A. Title Condition. The 140-151 claims have been located in accordance with state and federal mining law, and the title condition is presently good.

The CVN 77-112 claims were not file stamped by the BLM within 90 days of being located as required by the Federal Land Policy and Management Act (“FLPMA”). Under Federal regulations, a locator may mail a Location Notice to the BLM, and provided that it is date stamped by a United States Post Office and received by the BLM within 15 days after the due date, the claims will still be valid. We found no evidence that these claims were mailed or timely postmarked, but the BLM accepted the filing and a senior staff member reviewed the claims for potential claim conflicts, without declaring any of the claims void, so it is possible that there is evidence which would validate the claims which was not contained within the BLM file. In the absence of proof of timely filing, there is a presumption that these claims are void.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 8

B. Ownership. Title is vested in KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures.

C. Federal Claim Maintenance Fees. The claim maintenance fees were paid to the Bureau of Land Management on August 29, 2006 and the Affidavit was filed with the Eureka County Recorder on August 29, 2006 for the 2006-2007 years. The CVN 77-112 and 140-151 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current though October 26, 2006) reveals the following:

Section 16 T. 30 N., R. 51 E., was patented pursuant to a Taylor Grazing Patent which reserved all minerals, and the right to prospect for, mine and remove the same to the United States. The CVN 140-151 claims were located on this ground. We recommend that, before the company conducts exploration or mines in this area, that it obtain a surface use agreement with the surface owner.

We found no other conflicts with government withdrawals, government reservations or patented claims, and we found no potential conflict with other unpatented claims.

4. CVN 113-139 Claims. The CVN 113-139 claims were located on April 27, 2006 by Nevada Gold Ventures. The Notices of Location were timely recorded in Eureka County on July 24, 2006 at Book 439, Pages 265-291. The claims were filed with the Nevada Bureau of Land Management on July 28, 2006 where they received federal Serial numbers NMC 931117-931143, as listed on Exhibit A attached hereto.

The CVN 113-139 claims were amended on December 8, 2006 to reflect the name of the correct locator as being KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures. The Amendment to Certificate of Location was recorded in Eureka County on December 11, 2006 at Book 449, Page 32. The Amendment was filed with the BLM on December 8, 2006.

A. Title Condition. The CVN 113-139 Claims were not file stamped by the BLM within 90 days of being located as required by the Federal Land Policy and Management Act (“FLPMA”). Under Federal regulations, a locator may mail a Location Notice to the BLM, and provided that it is date stamped by a United States Post Office and received by the BLM within 15

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 9

days after the due date, the claims will still be valid. We found no evidence that these claims were mailed or timely postmarked, but the BLM accepted the filing and a senior staff member reviewed the claims for potential claim conflicts, without declaring any of the claims void, so it is possible that there is evidence which would validate the claims which was not contained within the BLM file. In the absence of proof of timely filing, there is a presumption that these claims are void.

B. Ownership. Title is vested in KM Exploration Ltd., a Nevada limited liability company, doing business as Nevada Gold Ventures.

C. Federal Claim Maintenance Fees. The claim maintenance fees were paid to the Bureau of Land Management on August 29, 2006 and the Affidavit was filed with the Eureka County Recorder on August 29, 2006 for the 2006-2007 years. The CVN l13-139 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, and we found no potential conflict with other unpatented claims.

RECORDS EXAMINED

In preparing this opinion, our office examined the claim records on file with the Nevada State Office of the Bureau of Land Management (on October 26, 2006) and the Eureka County Recorder’s Office (on October 18, 2006). The records inspected by our office include the following documents:

1. The Bureau of Land Management claim files for the CVN claim group.

2. The Bureau of Land Management master title plats and historic indexes for T. 30 N., R. 51 E., and T. 31 N., R. 51 E., MDM.

3. The Bureau of Land Management geographic index (current through October 26, 2006) and all conflicts disclosed thereby.

4. The Bureau of Land Management serial pages.

5. The Eureka County index to Official Records from January 1, 2002 through October 18, 2006, and all deeds, leases, and encumbrances disclosed thereby.

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 10

6. We did not check the records of the bankruptcy courts or Secretary of State for UCC filings.

We did not examine the records of the Eureka County Sheriffs Office because we did not find title problems which could likely be resolved by examination of those records. Because the property under search consists of unpatented mining claims and would therefore not be recognized in the records of the Eureka County Assessor's and Treasurer's Offices, we did not examine the records in those offices.

We have not examined separately the records of tax sales and sheriffs sales, if any, to determine whether statutory and regulatory procedures were compiled with in each instance which could affect the validity of such sales. Therefore, no opinion is rendered with respect to the effect of any such sales upon the title to the CVN 1-151 claims. Also, we have not examined any records to determine ownership of the water rights which might be associated with the CVN 1-151 claims.

RESERVATIONS

I have made no examination of the actual property. I have therefore reached no conclusion concerning the adequacy of the monuments described on the Notices of Location. Moreover, I do not know whether any of the claims have been recently overstaked on the ground by a third party, to what degree they may overlap one another or contain fractions, or whether the actual location corresponds to the claim map required by federal law. I do not render any opinion concerning any fact or circumstance, such as adverse possession, that might be disclosed by a ground examination.

I render no opinion concerning access to the property, compliance with State and federal laws affecting the right to mine, or the adequacy of the mineral discovery, if any, on the claims. I render no opinion concerning the availability of water and water rights to support mining operations on the claims.

CONFIDENTIALITY

This opinion has been rendered at the request of and for the benefit of Gold Run Inc., and may not be used or relied upon by any other party without the written consent of this office.

ABSENCE OF CONFLICTS

I hereby certify that neither I, nor any law partner, nor any person related to me has any material, beneficial interest in the property of Gold Run Inc. or of any holding company or major

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 11

subsidiaries thereof.

Very truly yours,

/s/ Richard K. Thompson

Richard K. Thompson

gold run inc.
title report cvn claims 12-06

Mr. John Pritchard
Title Report on CVN Claim Group
December 14, 2006
Page 12

Exhibit A

Claim Name	County Book/Page	BLM Number
CVN 1-14	356-P014-027	836897-836910
CVN 19-32	356-P028-041	836911-836924
CVN 15-18	375-P123-126	862055-862058
CVN 33-76	375-P127-170	862059-862102
CVN 77-112, 140-151	439/217-264	931052-931099
CVN 113-139	439/265-291	931117-931143

HARRIS & THOMPSON AN ASSOCIATION OF ATTORNEYS
RICHARD W. HARRIS RICHARD K. THOMPSON	6121 LAKESIDE DRIVE SUITE 260 RENO, NEVADA 89511 PHONE (775) 825-4300 FAX (775) 825-4829

February 22, 2007

BY TELECOPIER
AND FEDERAL EXPRESS

John Pritchard, CEO
Gold Run Inc.
330 Bay St
Suite 820
Toronto, Ont, Canada
M5H 2S8

Re: Addendum to Title Report on CVN Claim Group
Eureka County, Nevada

Dear Mr. Pritchard:

On December 14, 2006, this office rendered a Title Report on CVN Claim Group, Eureka County, Nevada covering, among other claims, the CVN 77-112 and 113-139 claims. In our Report we noted that neither of these claim groups were file stamped by the BLM as having been received within 90 days of being located as required by the Federal Land Policy and Management Act (FLPMA). We also noted that under Federal regulations, a locator may mail a Location Notice to the BLM, and provided that it is date stamped by a United States Post Office and received by the BLM within 15 days after the due date, the claims will still be valid. We noted in our Report that we found no evidence that these claims were mailed or timely postmarked, but he BLM accepted the filing and a senior staff member had reviewed the claims for potential claim conflicts, without declaring any of the claims void, so it was possible that there was evidence which would validate the claims not contained within the BLM file. We concluded that, in the absence of proof of timely filing, there was a presumption that these claims are void. We requested further substantiation that the claims were timely filed. We have now been provided with such substantiation.

John Pritchard, CEO
February 22, 2007
Page 2

Normally, if a claim is accepted by the BLM after the 90 days have elapsed, it will keep the envelope bearing the United States Post Office postmark. In this case, we did not find an envelope, however, the BLM has included an entry showing when the CVN claims were postmarked, and received. In the case of the CVN 77-112 claims (which were located on April 25, 2006), the postmarked date listed by the BLM in the transaction receipt (No. 1322361) was July 24, 2006. This date would mean that the claims were timely filed with the BLM. The transaction receipt (No. 1325846) for the CVN 113-139 claims (which were located on April 27, 2006), shows a postmarked date of July 26, 2006 which means that these claims were also timely filed with the BLM.

We therefore amend our findings to reflect that the CVN 77-112 and CVN 113-139 claims were timely filed with the BLM.

Very truly yours,

/s/ Richard K. Thompson

Richard K. Thompson

gold run inc./4227
addendum to title report cvn claims 2-07

EX-99.4

HARRIS & THOMPSON AN ASSOCIATION OF ATTORNEYS
RICHARD W. HARRIS RICHARD K. THOMPSON	6121 LAKESIDE DRIVE SUITE 260 RENO, NEVADA 89511 PHONE (775) 825-4300 FAX (775) 825-4829

December 14, 2006

BY TELECOPIER
AND FEDERAL EXPRESS

John Pritchard, CEO
Gold Run Inc.
330 Bay St Suite 820
Toronto, Ont, Canada M5H 2S8

Re: Title Report on RC Claim Group
Elko County, Nevada

Dear Mr. Pritchard:

You have asked our office to prepare a Title Report regarding the "RC" properties consisting of 91 unpatented lode mining claims situated in Elko County, Nevada. The claims and their federal serial numbers are more particularly described on Exhibit A attached hereto.

The RC claims are situated in Sections 24 and 25, T. 29 N., R. 53 E., and Sections 19-21 and 28-33, T. 29 N., R. 54 E., MDM.

After an examination of the claim records maintained by the Nevada State Office of the Bureau of Land Management, the Nevada State Lands Office, and the Elko County Recorder's Office, we have reached the following conclusions:

SUMMARY OF TITLE

1. Title Condition. The claims have generally been located and maintained in accordance with state and federal mining law, and the claims are presently valid and defensible.

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 2

2. Ownership. The above described mining claims are owned by the following persons or entities:

RC 1-91 KM Exploration Ltd.¹

We found the following document pertaining to ownership and possession of the RC claims:

Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the RC 1-91 claims. The Deed was recorded in Elko County on April 12, 2006 at Document No. 51197.

We found no other record of deeds, leases, liens, encumbrances, or legal actions affecting the claim groups.

3. Claim Conflicts. The unpatented mining claims are subject to the following conflicts with fee lands and other unpatented mining claims.

a. The BLM geographic index indicates that there might be a conflict between the RR 3, 5, 7, 45, 47, 49, 51, 53, owned by Carl Pescio, located September 15, 21 and 22, 2004, in T. 29 N., R. 54 E., Sections 28, 29, 32, and 33, and the RC 14-30 (even) claims, and RC 53-61 claims located in 2002. The RR 200-206 (even) and 248, 271, and 272 claims are close to conflicting with the RC 29, 30, 43-46, and 60 claims in Sections 31 and 32. The RC claims are senior to the RR claims, and the overstaking by the junior claims does not affect the validity of the RC claims.

4. Liens and Encumbrances. We found no record of unreleased liens of encumbrances.

The bases for these conclusions are set forth in the paragraphs below.

¹ The BLM shows the RC 21-91 to be owned by Golden Trend Resources, Inc. The RC 1-20 were located by KM Exploration, Ltd., and the RC 21-91 claims were located by Golden Trend Resources, Inc. There is a deed from Golden Trend Resources, Inc. to KM Exploration Ltd. conveying the RC 1-91 claims that has been recorded in Elko County, but not filed with the BLM. Therefore, the BLM still shows the RC 21-91 claims as being owned by Golden Trend Resources, Inc. Although the BLM listing does not affect the title to the RC claims, we recommend that the deed be filed with the BLM.

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 3

LOCATION AND MAINTENANCE OF MINING CLAIMS

The property interests discussed in this Title Report are unpatented mining claims. Any citizen of the United States, including a U.S. corporation, can locate unpatented mining claims on the open public domain. The location procedure consists of four steps: (1) erecting a location monument and posting a location notice which describes the claim name, locator, and other information; (2) erecting monuments at the comers and top centers of the claim within 60 days following the date of location; (3) recording Notices of Location with the County Recorder within 90 days following the date of location; and (4) filing the Notices of Location and a claim map with the Nevada State Office of the Bureau of Land Management within 90 days following the date of location.

Until 1993, the locator maintained the claims from year to year by performing annual assessment work and filing a record of the work in the County and with the Bureau of Land Management. During each assessment year (which runs from September 1 to September l), the claimant was obliged to perform $100.00 worth of work per claim. The work could be performed on one or more claims of a larger contiguous group. Typical forms of work include drilling, road construction, and mineral production. After completing the annual work, the claimant recorded a Proof of Labor (also known as an Affidavit of Annual Assessment Work) in the appropriate County by November 1. Thereafter, the locator filed the Proof of Labor with the Bureau of Land Management by December 30; failure to make the federal filing in a timely manner rendered the claim void.

In 1992 the U.S. Congress enacted a law suspending the assessment requirement and imposing a federal claim maintenance fee in its place. By August 31, 1993, each claimant was required to pay $200.00 per claim for 1993 and 1994. Failure to make the payment rendered the claims void. In addition, the Nevada Legislature passed a law requiring the claimant to file an Affidavit and Notice of Intent to Hold in the appropriate County by November 1. After 1993 the federal "rental fee" was $100.00 per claim per year.

Congress is in the process of extending the claim maintenance requirements through 2007. It will therefore be necessary for the claim owners or their lessees to perform the following acts in order to maintain the claims in 2007-2008 and each year thereafter: (1) on or before September 1, 2007 (or whichever date Congress ultimately determines), the owner must pay a maintenance fee of $125.00 per claim to the Nevada State Office of the Bureau of Land Management, and (2) by November 1 the owner must record an Affidavit and Notice of Intent to Hold in Elko County.

A mining claim can overlap fee lands or other mining claims, so long as its location

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 4

monument is situated on open public domain. The claim is invalid only in the areas of overlap.

In preparing this Title Report, our office examined the records on file with the Elko County Recorder and the Nevada State Office of the Bureau of Land Management and the State Lands Office for Nevada. The federal record center (BLM) contains Notices of Location, Proofs of Labor, claim maps, rental fee receipts, and other documents relating to the location and maintenance of unpatented claims. The County Recorder's Office is the principal source for deeds, leases, liens, encumbrances, and records of litigation.

TITLE CONDITION

1. RC 1-20 Claims. The RC 1-20 claims were located on May 7, 2002 by KM Exploration, Ltd. The Notices of Location were timely recorded in Elko County on May 23, 2002 at Document Nos. 483537-483556. The claims were timely filed with the Bureau of Land Management on May 21, 2002, where they received federal serial numbers NMC 829209-829228, as listed on Exhibit A attached hereto.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in to KM Explorations Ltd. The Elko County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the following documents pertaining to ownership and possession of the RC 1-20 claims:

Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the RC 1-91 claims. The Deed was recorded in Elko County on April 12, 2006 at Document No. 51197.

C. Federal Claim Maintenance Fees. The 2001-2002 claim maintenance fees were paid to the Bureau of Land Management when the claims were filed with the BLM on May 21, 2002. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Document No.
2002-2003	July 16, 2002	October 28, 2002	489653
2003-2004	June 30, 2003	October 14, 2003	507737
2004-2005	July 26, 2004	October 21, 2004	525301

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 5

2005-2006	June 21, 2005 and August 18, 20052	October 25, 2005	542951
2006-2007	August 29, 2006	August 29, 2006	205937

The RC 1-91 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through August 15, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, however, we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the RR 3, 5, 7, 45, 47, 49, 51, 53, owned by Carl Pescio, located September 15, 21 and 22, 2004, in T. 29 N., R. 54 E., Sections 28, 29, 32, and 33, and the RC 14-30 (even) claims, and RC 53-61 claims located in 2002. The RR 200-206 (even) and 248, 271, and 272 claims are close to conflicting with the RC 29, 30, 43-46, and 60 claims in Sections 31 and 32. The RC claims are senior to the RR claims, and the overstaking by the junior claims does not affect the validity of the RC claims.

2. RC 21-61 Claims. The RC 21-61 claims were located on October 19, 2002 by Golden Trend Resources, Inc. The Notices of Location were timely recorded in Elko County on November 20, 2002 at Document Nos. 497095-491135. The claims were timely filed with the Bureau of Land Management on December 20, 2002, where they received federal serial numbers NMC 838626-838666, as listed on Exhibit A attached hereto.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

² In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August.

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 6

B. Ownership. Title is vested in KM Explorations Ltd. The Elko County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the following documents pertaining to ownership and possession of the RC 21-61 claims:

Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the RC 1-91 claims. The Deed was recorded in Elko County on April 12, 2006 at Document No. 51197.

C. Federal Claim Maintenance Fees. The 2002-2003 claim maintenance fees were paid to the Bureau of Land Management when the claims were filed with the BLM on December 20, 2002. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Document No.
2003-2004	June 30, 2003	October 14, 2003	507738
2004-2005	July 26, 2004	October 21, 2004	525302
2005-2006	June 21, 2005 and August 18, 20053	October 25, 2005	542952
2006-2007	August 29, 2006	August 29, 2006	205937

The RC 21-61 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006)

³ In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August.

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 7

reveals no conflicts with government withdrawals, government reservations or patented claims, however, we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the RR 3, 5, 7, 45, 47, 49, 51, 53, owned by Carl Pescio, located September 15, 21 and 22, 2004, in T. 29 N., R. 54 E., Sections 28, 29, 32, and 33, and the RC 14-30 (even) claims, and RC 53-61 claims located in 2002. The RR 200-206 (even) and 248, 271, and 272 claims are close to conflicting with the RC 29, 30, 43-46, and 60 claims in Sections 31 and 32. The RC claims are senior to the RR claims, and the overstaking by the junior claims does not affect the validity of the RC claims.

3. RC 62-91 Claims. The RC 62-91 claims were located on September 12, 2005 by Golden Trend Resources, Inc. The Notices of Location were timely recorded in Elko County on October 19, 2005 at Document Nos. 542251-542280. The claims were timely filed with the Bureau of Land Management on October 19, 2005, where they received federal serial numbers NMC 909132-909161, as listed on Exhibit A attached hereto.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in ISM Explorations Ltd. The Elko County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the following documents pertaining to ownership and possession of the RC 62-91 claims:

A Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the RC 1-91 claims. The Deed was recorded in Elko County on April 12, 2006 at Document No. 51197.

C. Federal Claim Maintenance Fees. The 2005-2006 claim maintenance fees were paid to the Bureau of Land Management when the claims were filed with the BLM on October 19, 2005. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Document No.
2006-2007	August 29, 2006	August 29, 2006	205937

The RC 62-91 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 8

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, and any other unpatented claims.

RECORDS EXAMINED

In preparing this opinion, our office examined the claim records on file with the Nevada State Office of the Bureau of Land Management (on October 26, 2006) and the Elko County Recorder's Office (on October 18, 2006). The records inspected by our office include the following documents:

1. The Bureau of Land Management claim files for the RC claim groups.

2. The Bureau of Land Management master title plats and historic indexes for T. 29 N., R. 53 E., and T. 29 N., R. 54 E., MDM..

3. The Bureau of Land Management geographic index (current through October 26, 2006) and all conflicts disclosed thereby.

4. The Bureau of Land Management serial pages.

5 . The Elko County index to Official Records from May 7, 2002 through October 18, 2006, and all deeds, leases, and encumbrances disclosed thereby.

We did not examine the records of the Elko County Sheriffs Office because we did not find title problems which could likely be resolved by examination of those records. Because the property under search consists of unpatented mining claims and would therefore not be recognized in the records of the Elko County Assessor's and Treasurer's Offices, we did not examine the records in those offices.

We have not examined separately the records of tax sales and sheriff's sales, if any, to determine whether statutory and regulatory procedures were compiled with in each instance which could affect the validity of such sales. Therefore, no opinion is rendered with respect to the effect of any such sales upon the title to the RC 1-91 claims. Also, we have not examined any records to determine ownership of the water rights which might be associated with the RC 1-91 claims.

RESERVATIONS

I have made no examination of the actual property. I have therefore reached no conclusion concerning the adequacy of the monuments described on the Notices of Location. Moreover, I do

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 9

not know whether any of the claims have been recently overstaked on the ground by a third party, to what degree they may overlap one another or contain fractions, or whether the actual location corresponds to the claim map required by federal law. I do not render any opinion concerning any fact or circumstance, such as adverse possession, that might be disclosed by a ground examination.

I render no opinion concerning access to the property, compliance with State and federal laws affecting the right to mine, or the adequacy of the mineral discovery, if any, on the claims. I render no opinion concerning the availability of water and water rights to support mining operations on the claims.

CONFIDENTIALITY

This opinion has been rendered at the request of and for the benefit of Gold Run Inc., and may not be used or relied upon by any other party without the written consent of this office.

ABSENCE OF CONFLICTS

I hereby certify that neither I, nor any law partner, nor any person related to me has any material, beneficial interest in the property of Gold Run Inc. or of any holding company or major subsidiaries thereof.

Very truly yours,

/s/ Richard K. Thompson

Richard K. Thompson

gold run inc.
title report rc claims 12-06

Mr. John Pritchard
Title Report on RC Claim Group
December 14, 2006
Page 10

Exhibit A

Claim Name	County Book/Page	BLM Number
RC 1-20	483537-483556	829209-829228
RC 21-61	491095-491135	838626-838666
RC 62-91	542251-542280	909132-909161

EX-99.5

HARRIS & THOMPSON AN ASSOCIATION OF ATTORNEYS
RICHARD W. HARRIS RICHARD K. THOMPSON	6121 LAKESIDE DRIVE SUITE 260 RENO, NEVADA 89511 PHONE (775) 825-4300 FAX (775) 825-4829

December 14, 2006

BY TELECOPIER
AND FEDERAL EXPRESS

John Pritchard, CEO
Gold Run Inc.
330 Bay St Suite 820
Toronto, Ont, Canada M5H 2S8

Re: Title Report on HC Claim Group
Eureka County, Nevada

Dear Mr. Pritchard:

You have asked our office to prepare a Title Report regarding the "HC" properties consisting of l89 unpatented lode mining claims situated in Eureka County, Nevada. The claims and their federal serial numbers are more particularly described on Exhibit A attached hereto.

The HC claims are situated in Section 1, T. 26 N., R. 49 E., Section 6, T. 26 N., R. 50 E., Section 22-27, 35, and 36, T. 27 N., R. 49 E., and Section 19, 30, and 31, T. 27 N., R. 50. E., MDM.

After an examination of the claim records maintained by the Nevada State Office of the Bureau of Land Management, the Nevada State Lands Office, and the Eureka County Recorder's Office, we have reached the following conclusions:

SUMMARY OF TITLE

1. Title Condition. The claims have generally been located and maintained in accordance with state and federal mining law, and the claims are presently valid and defensible.

2. Ownership. The above described mining claims are owned by:

HC 1-187, 196-197 KM Exploration Ltd.

We found the following document pertaining to ownership and possession of the HC claims:

Mr. John Pritchard
Title Report on HC Claim Group
December 14, 2006
Page 2

A Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the HC 1-50, 100-187, and 196-197 claims. The Deed was recorded in Eureka County on April 13, 2006 in Book 434, Pages 392-393, as Document No. 204470.

A Quitclaim Deed dated June 8, 2006 from Golden Trend Resources, Inc. to KM Exploration, Ltd., covering the HC 51-99 claims. The Deed was recorded in Eureka County on June 16, 2006 in Book 438, Pages 149-150, as Document No. 205296.

We found no other record of deeds, leases, liens, encumbrances, or legal actions affecting the claim groups.

3. Claim Conflicts. The unpatented mining claims are subject to the following conflicts with fee lands and other unpatented mining claims.

a. The BLM geographic index indicates that there might be a conflict between the SF 20, 33, 34, 61-66 claims owned by Trend Resources LLC, located September 3, 2006 in T. 26 N., R. 49 E., Section 1, and T. 27 N., R.49 E., Section 36, and with the HC 15-20 claims located November 2001, HC 71 located February 2005, and HC 196-197 located September 2005. The SF claims are senior by location date to the HC 71, and 196-197 claims, but junior to the HC 15-20 claims. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

b. The BLM geographic index indicates that there might be a conflict between the Match 178, 184, 186, 187, 189, 200-203 claims, owned by Metal Wind Ltd. (leased to Barrick per 2006/2007 BLM filing), located July 2004 in T. 26 N., R.50 E., Section 6, and T. 27 N., R. 50 E., Section 31, conflict with the HC 39-50 claims located November 2002, and the HC 92-99 claims located February 2005. The Match claims are junior to the HC 39-50 claims, and senior to the HC 92-99 claims by location dates. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

c. The BLM geographic index indicates that there might be a conflict between the BOC 39 and 41 claims, owned by Placer Dome (Barrick), located September 2002 in T. 26N., R. 50 E., Section 6, conflict with the HC 25 claim, located November 2002. The BOC claims are senior by location date. The claim barely overlaps and is valid.

Mr. John Pritchard
Title Report on HC Claim Group
December 14, 2006
Page 3

d. The BLM geographic index indicates that there might be a conflict between the QR 98 claim located July 1, 2005 and the QR 105-110, 113-117, 121, 122 claims located June 30, 2005, QR 186-192 (even) and QR 209, 211, 214, 216, 243, 245, 247, 248 claims located September 23-24, 2006 and October 16, 2006, in T. 27 N., R. 49 E., Sections 13 and 24; T. 27 N., R. 50 E., Sections 19, 30, 31, owned by Crain Energy, LP, conflict with the HC 151-154, 156-176 (even), and 178-187, located September 2, 2005. The QR 98, 105-110, 113-117, 121, 122 claims are senior to the HC claims by location date. The QR 186-192 (even), 209, 211, 214, 216, 243, 245, 247, and 248, are junior to the HC claims by location date. After reviewing the individual claim map filed with the Bureau of Land Management, it is difficult to locate the boundary of the claims, so confirmation should be made in the field.

e. The BLM geographic index indicates that there might be a conflict between the Dart 98, 118, 119, and 133 claims owned by William M. Sherif, located November 2003 in T. 27 N., R. 49 E., Sections 23 and 24, conflict with the HC 120, 122, 124, 137, and 138 claims located September 30, 2005. The Dart claims are senior by location date. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

4. Liens and Encumbrances. We found no record of unreleased liens of encumbrances. The bases for these conclusions are set forth in the paragraphs below.

LOCATION AND MAINTENANCE OF MINING CLAIMS

The property interests discussed in this Title Report are unpatented mining claims. Any citizen of the United States, including a U.S. corporation, can locate unpatented mining claims on the open public domain. The location procedure consists of four steps: (1) erecting a location monument and posting a location notice which describes the claim name, locator, and other information; (2) erecting monuments at the comers and top centers of the claim within 60 days following the date of location; (3) recording Notices of Location with the County Recorder within 90 days following the date of location; and (4) filing the Notices of Location and a claim map with the Nevada State Office of the Bureau of Land Management within 90 days following the date of location.

Until 1993, the locator maintained the claims from year to year by performing annual assessment work and filing a record of the work in the County and with the Bureau of Land Management. During each assessment year (which runs from September 1 to September l), the claimant was obliged to perform $100.00 worth of work per claim. The work could be performed on

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Title Report on HC Claim Group
December 14, 2006
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one or more claims of a larger contiguous group. Typical forms of work include drilling, road construction, and mineral production. After completing the annual work, the claimant recorded a Proof of Labor (also known as an Affidavit of Annual Assessment Work) in the appropriate County by November 1. Thereafter, the locator filed the Proof of Labor with the Bureau of Land Management by December 30; failure to make the federal filing in a timely manner rendered the claim void.

In 1992 the U.S. Congress enacted a law suspending the assessment requirement and imposing a federal claim maintenance fee in its place. By August 31, 1993, each claimant was required to pay $200.00 per claim for 1993 and 1994. Failure to make the payment rendered the claims void. In addition, the Nevada Legislature passed a law requiring the claimant to file an Affidavit and Notice of Intent to Hold in the appropriate County by November 1. After 1993 the federal "rental fee" was $100.00 per claim per year.

Congress is in the process of extending the claim maintenance requirements through 2007. It will therefore be necessary for the claim owners or their lessees to perform the following acts in order to maintain the claims in 2007-2008 and each year thereafter: (1) on or before September 1, 2007 (or whichever date Congress ultimately determines), the owner must pay a maintenance fee of $125.00 per claim to the Nevada State Office of the Bureau of Land Management, and (2) by November 1 the owner must record an Affidavit and Notice of Intent to Hold in Eureka County.

A mining claim can overlap fee lands or other mining claims, so long as its location monument is situated on open public domain. The claim is invalid only in the areas of overlap.

In preparing this Title Report, our office examined the records on file with the Eureka County Recorder and the Nevada State Office of the Bureau of Land Management and the State Lands Office for Nevada. The federal record center (BLM) contains Notices of Location, Proofs of Labor, claim maps, rental fee receipts, and other documents relating to the location and maintenance of unpatented claims. The County Recorder's Office is the principal source for deeds, leases, liens, encumbrances, and records of litigation.

TITLE CONDITION

1. HC 1-20 Claims. The HC 1-20 claims were located on November 2, 2001 by KM Exploration, Ltd. The Notices of Location were timely recorded in Eureka County on January 30, 2002 at Book 345, Pages 564-583. The claims were timely filed with the Bureau of Land Management on January 30, 2002, where they received federal serial numbers NMC 827826-827845, as listed on Exhibit A attached hereto.

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Title Report on HC Claim Group
December 14, 2006
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A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in KM Explorations, Ltd. The Eureka County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the following documents pertaining to ownership and possession of the HC 1-20 claims:

Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the HC 1-50, 100-187, and 196-197 claims. The Deed was recorded in Eureka County on April 13, 2006 in Book 434, Pages 392-393, Document No. 204470.

C. Federal Claim Maintenance Fees. The 2001-2002 claim maintenance fees were paid to the Bureau of Land Management when the claims were filed on January 30, 2002. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Book/Page
2002-2003	July 16, 2002	October 28, 2002	352/219
2003-2004	August 27, 2003	October 13, 2003	367/163
2004-2005	August 27, 2004	October 21, 2004	398/901
2005-2006	June 23, 2005 and August 19, 20052	October 25, 2005	425/282
2006-2007	August 29, 2006	August 29, 2006	441/295

The HC 1-20 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

¹ The Notice of Intent to Hold recorded in 2004 listed Nevada Gold Trends as the Owner. We found no deeds to or from Nevada Gold Trends in Eureka County.

² In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August.

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Title Report on HC Claim Group
December 14, 2006
Page 6

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, however, we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the SF 20, 33, 34, 61-66 claims owned by Trend Resources LLC, located September 3, 2006 in T. 26 N., R. 49 E., Section 1, and T. 27 N., R.49 E., Section 36, and with the HC 15-20 claims located November 2001, HC 71 located February 2005, and HC 196-197 located September 2005. The SF claims are senior by location date to the HC 71, and 196-197 claims, but junior to the HC 15-20 claims. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

2. HC 21-50 Claims. The HC 21-50 claims were located on November 18, 2002 by Golden Trend Resources, Inc. The Notices of Location were timely recorded in Eureka County on November 18, 2002 at Book 354, Pages 91-120. The claims were timely filed with the Bureau of Land Management on December 20, 2002, where they received federal serial numbers NMC 838667-838696, as listed on Exhibit A attached hereto.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in KM Explorations, Ltd. The Eureka County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the following documents pertaining to ownership and possession of the HC 21-50 claims:

Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the HC 1-50,100-187, and 196-197 claims. The Deed was recorded in Eureka County on April 13, 2006 in Book 434, Pages 392-393, Document No. 204470.

C. Federal Claim Maintenance Fees. The 2002-2003 claim maintenance fees were paid to the Bureau of Land Management when the claims were filed with the BLM on December 20, 2002. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Book/Page
2003-2004	August 27, 2003	October 13, 2003	367/162

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Title Report on HC Claim Group
December 14, 2006
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2004-2005	August 27, 2004	October 21, 2004	398/923
2005-2006	June 23, 2005 and August 19, 20054	October 25, 2005	425/283
2006-2007	August 29, 2006	August 29, 2006	441/295

The HC 21-50 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, however, we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the Match 178, 184, 186, 187, 189, 200-203 claims, owned by Metal Wind Ltd. (leased to Barrick per 2006/2007 BLM filing), located July 2004 in T. 26 N., R. 50 E., Section 6, and T. 27 N., R. 50E., Section 31, conflict with the HC 39-50 claims located November 2002, and the HC 92-99 claims located February 2005. The Match claims are junior to the HC 39-50 claims, and senior to the HC 92-99 claims by location dates. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location

³ The Notice of Intent to Hold recorded in 2004 listed Nevada Gold Trends as the Owner. We found no deeds to or from Nevada Gold Trends in Eureka County.

⁴ In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August.

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Title Report on HC Claim Group
December 14, 2006
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monuments should be confirmed in the field..

b. The BLM geographic index indicates that there might be a conflict between the BOC 39 and 41 claims, owned by Placer Dome (Barrick), located September 2002 in T. 26N., R. 50 E., Section 6, conflict with the HC 25 claim, located November 2002. The BOC claims are senior by location date. The claim barely overlaps and is valid.

3. HC 51-99 Claims. The HC 51-99 claims were located on February 3-4, 2005 by Golden Trend Resources, Inc. The Notices of Location were timely recorded in Eureka County on March 8, 2005 at Book 407, Pages 296-344. The claims were timely filed with the Bureau of Land Management on March 8, 2005, where they received federal serial numbers NMC 892577-892625, as listed on Exhibit A attached hereto.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in KM Explorations, Ltd. The Eureka County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the following documents pertaining to ownership and possession of the HC 51-99 claims:

Quitclaim Deed dated June 8, 2006 from Golden Trend Resources, Inc. to KM Exploration, Ltd., covering the HC 51-99 claims. The Deed was recorded in Eureka County on June 16, 2006 in Book 438, Pages 149-150, Document No. 205296.

C. Federal Claim Maintenance Fees. The 2004-2005 claim maintenance fees were paid to the Bureau of Land Management at the time the claims were filed with the BLM on March 8, 2005. Since that date, the claims have been maintained as follows:

Rental Year	BLM Recording	County Recording	Book/Page
2005-2006	June 23, 2005 and August 19, 20055	October 25, 2005	425/283
2006-2007	August 29, 2006	August 29, 2006	441/295

⁵ In 2005 the rental fee was increased to $125.00, and many companies believed if they paid prior to July 1, 2005, the $100.00 rental fee might still apply. Golden Trend Resources paid the $100.00 prior to July 1 and then went back and paid the $25.00 in August.

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Title Report on HC Claim Group
December 14, 2006
Page 9

The HC 55-99 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, however, we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the SF 20, 33, 34, 61-66 claims owned by Trend Resources LLC, located September 3, 2006 in T. 26 N., R. 49 E., Section 1, and T. 27 N., R. 49 E., Section 36, and with the HC 15-20 claims located November 2001, HC 71 located February 2005, and HC 196-197 located September 2005. The SF claims are senior by location date to the HC 71, and 196-197 claims, but junior to the HC 15-20 claims. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

b. The BLM geographic index indicates that there might be a conflict between the Match 178, 184, 186, 187, 189, 200-203 claims, owned by Metal Wind Ltd. (leased to Barrick per 2006/2007 BLM filing), located July 2004 in T. 26 N., R. 50 E., Section 6, and T. 27 N., R. 50 E., Section 31, conflict with the HC 39-50 claims located November 2002, and the HC 92-99 claims located February 2005. The Match claims are junior to the HC 39-50 claims, and senior to the HC 92-99 claims by location dates. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

4. HC 100-187, 196, 197 Claims. The HC 100-187, 196, 197 claims were located on September 2, 16, and 30, 2005 by Golden Trend Resources, Inc. The Notices of Location were timely recorded in Eureka County on October 19, 2005 at Book 424, Pages 282-371. The claims were timely filed with the Bureau of Land Management on October 19, 2005, where they received federal serial numbers NMC 909042-909131, as listed on Exhibit A attached hereto.

A. Title Condition. The claims have been located in accordance with state and federal mining law, and the title condition is presently good.

B. Ownership. Title is vested in KM Explorations, Ltd. The Eureka County Recorder's Office and the Nevada State Office of the Bureau of Land Management contain the

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Title Report on HC Claim Group
December 14, 2006
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following documents pertaining to ownership and possession of the HC 100-187, 196, 197 claims:

Quitclaim Deed dated April 7, 2006 from Golden Trend Resources, Inc. to KM Explorations Ltd., covering the HC 1-50, 100-187, and 196-197 claims. The Deed was recorded in Eureka County on April 13, 2006 in Book 434, Pages 392-393, Document No. 204470.

C. Federal Claim Maintenance Fees. The claim maintenance fees were paid to the Bureau of Land Management on August 29, 2006 and the Affidavit was filed with the Eureka County Recorder on August 29, 2006 for the 2006-2007 years. The HC 100-187, 196, 197 claims will remain valid through September 1, 2007. Thereafter, the claim owner must pay federal claim maintenance fees to the Nevada Bureau of Land Management on or before September 1, 2007.

D. Claim Conflicts. An examination of the Bureau of Land Management master title plats, and the Bureau of Land Management geographic index (current through October 26, 2006) reveals no conflicts with government withdrawals, government reservations or patented claims, however, we found the following potential conflict with other unpatented claims.

a. The BLM geographic index indicates that there might be a conflict between the SF 20, 33, 34, 61-66 claims owned by Trend Resources LLC, located September 3, 2006 in T. 26 N., R. 49 E., Section 1, and T. 27 N., R. 49 E., Section 36, and with the HC 15-20 claims located November 2001, HC 71 located February 2005, and HC 196-197 located September 2005. The SF claims are senior by location date to the HC 71, and 196-197 claims, but junior to the HC 15-20 claims. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

b. The BLM geographic index indicates that there might be a conflict between the QR 98 claim located July 1, 2005 and the QR 105-110, 113-117, 121, 122 claims located June 30, 2005, QR 186-192 (even) and QR 209, 211, 214, 216, 243, 245, 247, 248 claims located September 23-24, 2006 and October 16, 2006, in T. 27 N., R. 49 E., Sections 13 and 24; T. 27 N., R. 50 E., Sections 19, 30, 31, owned by Crain Energy, LP, conflict with the HC 151-154, 156-176 (even), and 178-187, located September 2, 2005. The QR 98, 105-110, 113-117, 121, 122 claims are senior to the HC claims by location date. The QR 186-192 (even), 209, 211, 214, 216, 243, 245, 247, and 248, are junior to the HC claims by location date. After reviewing the individual claim map filed with the Bureau of Land Management, it is difficult to locate the boundary of the claims, so confirmation should be made in the field.

c. The BLM geographic index indicates that there might be a conflict between the Dart 98, 118, 119, and 133 claims owned by William M. Sherif, located November 2003 in T. 27

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Title Report on HC Claim Group
December 14, 2006
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N., R. 49 E., Sections 23 and 24, conflict with the HC 120, 122, 124, 137, and 138 claims located September 30, 2005. The Dart claims are senior by location date. After reviewing the individual claim maps filed with the Bureau of Land Management, the location monuments for the claims appear to be situated on open ground, so the claims are valid. However, the extent of the conflict, and the exact location of the location monuments should be confirmed in the field.

RECORDS EXAMINED

In preparing this opinion, our office examined the claim records on file with the Nevada State Office of the Bureau of Land Management (on October 26, 2006) and the Eureka County Recorder's Office (on October 18, 2006). The records inspected by our office include the following documents:

1. The Bureau of Land Management claim files for the HC claim group.

2. The Bureau of Land Management master title plats and historic indexes for T. 26 N., R. 49 E., T. 26 N., R. 50 E., T. 27 N., R. 49 E., and T. 27 N., R. 50. E., MDM.

3. The Bureau of Land Management geographic index (current through October 26, 2006) and all conflicts disclosed thereby.

4. The Bureau of Land Management serial pages.

5. The Eureka County index to Official Records from January 1, 2001 through October 18, 2006, and all deeds, leases, and encumbrances disclosed thereby.

6. We did not check the records of the bankruptcy courts or Secretary of State for UCC filings.

We did not examine the records of the Eureka County Sheriffs Office because we did not find title problems which could likely be resolved by examination of those records. Because the property under search consists of unpatented mining claims and would therefore not be recognized in the records of the Eureka County Assessor's and Treasurer's Offices, we did not examine the records in those offices.

We have not examined separately the records of tax sales and sheriffs sales, if any, to determine whether statutory and regulatory procedures were compiled with in each instance which could affect the validity of such sales. Therefore, no opinion is rendered with respect to the effect of any such sales upon the title to the HC claims. Also, we have not examined any records to determine ownership of the water rights which might be associated with the HC claims.

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Title Report on HC Claim Group
December 14, 2006
Page 12

RESERVATIONS

I have made no examination of the actual property. I have therefore reached no conclusion concerning the adequacy of the monuments described on the Notices of Location. Moreover, I do not know whether any of the claims have been recently overstaked on the ground by a third party, to what degree they may overlap one another or contain fractions, or whether the actual location corresponds to the claim map required by federal law. I do not render any opinion concerning any fact or circumstance, such as adverse possession, that might be disclosed by a ground examination.

I render no opinion concerning access to the property, compliance with State and federal laws affecting the right to mine, or the adequacy of the mineral discovery, if any, on the claims. I render no opinion concerning the availability of water and water rights to support mining operations on the claims.

CONFIDENTIALITY

This opinion has been rendered at the request of and for the benefit of Gold Run Inc., and may not be used or relied upon by any other party without the written consent of this office.

ABSENCE OF CONFLICTS

I hereby certify that neither I, nor any law partner, nor any person related to me has any material, beneficial interest in the property of Gold Run Inc. or of any holding company or major subsidiaries thereof.

Very truly yours,

/s/ Richard K. Thompson
Richard K. Thompson

gold run inc.
title report hc claims 12-06

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Title Report on HC Claim Group
December 14, 2006
Page 13

Exhibit A

Claim Name	County Book/Page	BLM Number
HC 1-20	345/564-583	827826-827845
HC 21-50	354/91-120	838667-838696
HC 51-99	407/296-344	892577-892625
HC 100-187	424/282-369	909042-909129
HC 196-197	424/370-371	909130-909131

EX-99.6

EX-99.7

EX-99.8

Exhibit 99.8