Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this quarterly report. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Overview

Ironwood Gold Corp. was incorporated on January 18, 2007 under the laws of the State of Nevada under the name Suraj Ventures, Inc. for the purpose of acquiring, exploring and developing mineral properties. On October 27, 2009, we changed our name to Ironwood Gold Corp. On October 27, 2009, we effected a 50-for-1 forward stock split. Effective October 28, 2011, we completed a 1-for-20 reverse stock split of both our authorized and issued and outstanding shares of our common stock. As a result of the reverse split, our authorized share capital increased to 25,000,000 shares of common stock, with the same par value of $0.001. On April 9, 2013, the Company filed a certificate of amendment to its Articles of Incorporation to increase the total number of authorized shares of common stock to 250,000,000.

We are a mineral exploration stage company building a portfolio of exploration properties containing known deposits of gold. We have targeted several prospective locations in Nevada, where approximately 80% of all gold in America is produced today. We intend to explore for undiscovered deposits on these properties and to acquire and explore new properties, all with the view to enhancing the value of such properties.

On January 25, 2011, we entered into a lease agreement with The Falcon Group Claims (“Falcon”) for the development of a gold-silver mining project known as the Falcon Mine Property (the “Falcon Property”) located in the northern end of the Carlin Trend gold belt in Nevada (the “Lease”). The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property. Such joint venture option was exercisable anytime on or before February 28, 2013, unless such option period is extended pursuant to the terms and conditions of the Lease. The Company is currently in default on this agreement. The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated. In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property. In September 2011, we announced that Snowden Mining Industry Consultants Inc. (“Snowden”) has commenced the 2011 field exploration program on the Falcon Property. On February 21, 2012, we announced that based on the results from surface mapping, sampling and a geophysical program, Snowden has identified a number of significant mineralization targets that are recommended as warranting a follow up exploration drilling program. As such, we have announced plans to proceed with an 18-hole, 6000 meter drilling program after receiving Snowden’s favorable assessment.

The Lease called for cash payments of $225,000 by September 1, 2012, issuance of 75,000 shares of common stock by January 28, 2011, issuance of another 75,000 shares of common stock by November 30, 2011, and a minimum of 8 drill holes by February 28, 2013, with 4 holes completed by November 30, 2011. As of February 29, 2012, we had paid $75,000, and had issued the initial 75,000 shares of our common stock to Falcon.

On February 22, 2012, we entered into Amendment No. 1 to the Lease (“Amendment No. 1”) with Falcon. In consideration for Falcon’s agreement to extend the due dates of the cash payments and share issuances due to Falcon in November 2011 to April 6, 2012, we paid Falcon $10,000 and agreed to issue to Falcon 500,000 shares of common stock. As of February 28, 2013, we have paid $75,000 under the original Lease and $5,000 under Amendment No. 1, and we have issued 75,000 shares of common stock under the original Lease and 500,000 shares of common stock under Amendment No. 1. Subsequently, Falcon has agreed to further extend the due dates for an undetermined period.

On February 5, 2013, we entered into a non-binding Letter of Intent (the “LOI”) with Canadian Mining Company Inc. (“CMC”). The LOI provides us with the right to acquire 100% of CMC’s Raquel 3 and 3B mining concessions (the “Option”) in the Alamos Mining district of Sonora, Mexico (the “San Bernardo Project”). The Option was granted by CMC through its wholly-owned Mexican subsidiary Canmin Mexico S.A. de C.V. The aggregate consideration to be paid for the Option is $1,650,000, payable as follows: (i) CDN $50,000 due diligence cash deposit, which we have paid, and 2,000,000 shares of our common stock upon entry into definitive transaction documents; (ii) exploration expenditures of $700,000 within two years of the date of the LOI, including contractors fees, consultants fees, legal fees, property taxes and assessment filings, to earn a 50% interest in CMC’s San Bernardo Project (the “First Option Period”); (iii) additional exploration expenditures of $500,000 within two years of the First Option Period to earn an additional 25% interest in CMC’s San Bernardo Project (the “Second Option Period”); and (iv) a $400,000 cash payment or equivalent in shares of our common stock to earn the remaining 25% interest in CMC’s San Bernardo Project within two years of the Second Option Period, subject to a 2% net smelter return (NSR) in favor of CMC. Any of the foregoing Option Periods can be extended for an additional one year period through our payment of $50,000 to CMC for each extension.

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The proposed transaction underlying the LOI is conditioned upon, among other factors, our completion, in our sole discretion, of due diligence and receipt of results of investigations on the Raquel 3 and 3B mining concessions and the San Bernardo Project, due diligence on CMC, the execution of a definitive joint venture agreement and definitive transaction documents containing representations and warranties by CMC regarding the San Bernardo Project, and our securing financing to fund acquisition of 100% of the Option. In accordance with the LOI, the parties have agreed to a binding exclusivity period from the date of the LOI through a period of three months following the date we provide CMC with written notice that we have completed our due diligence within which CMC will not enter into any negotiations or enter into any agreement with any other party regarding the San Bernardo Project.

On February 5, 2013, we entered into a non-binding Letter of Intent (the “LOI”) with Canadian Mining Company Inc. (“CMC”). The LOI provides us with the right to acquire 100% of CMC’s 101 unpatented mining claims and one state exploration permit (the “Option”) in the state of Arizona, USA (the “Bullard Pass Project”). The Option was granted by CMC through its wholly-owned US subsidiary Canadian Mining Company of Arizona. The aggregate consideration to be paid for the Option is $1,650,000, payable as follows: (i) 2,000,000 shares of our common stock upon entry into definitive transaction documents; (ii) exploration expenditures of $750,000 within two years of the date of the LOI, including contractors fees, consultants fees, legal fees, property taxes and assessment filings, to earn a 50% interest in CMC’s Bullard Pass Project (the “First Option Period”); (iii) additional exploration expenditures of $150,000 and 400,000 shares of common stock within two years of the First Option Period to earn an additional 10% interest in CMC’s Bullard Pass Project (the “Second Option Period”); and (iv) a $750,000 cash payment or equivalent in shares of our common stock to earn the remaining 40% interest in CMC’s Bullard Pass Project within two years of the Second Option Period, subject to a 2% net smelter return (NSR) in favor of CMC. Any of the foregoing Option Periods can be extended for an additional one year period through our payment of $50,000 to CMC for each extension.

The proposed transaction underlying the LOI is conditioned upon, among other factors, our completion, in our sole discretion, of due diligence and receipt of results of investigations on the 101 unpatented mining claims and one state exploration permit and the Bullard Pass Project, due diligence on CMC, the execution of a definitive joint venture agreement and definitive transaction documents containing representations and warranties by CMC regarding the Bullard Pass Project, and our securing financing to fund acquisition of 100% of the Option. In accordance with the LOI, the parties have agreed to a binding exclusivity period from the date of the LOI through a period of three months following the date we provide CMC with written notice that we have completed our due diligence within which CMC will not enter into any negotiations or enter into any agreement with any other party regarding the Bullard Pass Project.

On September 25, 2013, Ironwood Gold Corp., a Nevada corporation (the “Company”), entered into a Non- Qualified Stock Option Agreement (the “Agreement”) with Solomon Mayer, in connection with his service as a director of the Company. Pursuant to the Agreement, Mr. Mayer was granted an option to purchase one hundred thousand (100,000) shares of Company common stock for a purchase price of $0.01 per option share. Subject to Mr. Mayer’s continued service with the Company, the option will vest and become exercisable in twenty (20) equal quarterly installments beginning on October 1, 2013 and ending on July 1, 2018, when the option will be 100% vested and exercisable. The material terms and conditions of Mr. Mayer’s appointment as a director are more fully reported and detailed under Item 5.02 and incorporated herein by reference.

On September 25, 2013, the Company delivered a letter (the “Termination Letter”) to Canadian Mining Company Inc. (“CMC”) pursuant to which the Company elected to terminate (i) its First Option under items 3.7, 3.8(a) and 3.8(b) of the Option and Joint Venture Agreement between the Company, CMC and Canmin Mexico S.A. de C.V., dated January 21, 2013 (the “San Bernardo Project Agreement”); and (ii) its First Option under items 3.6, 3.7(a) and 3.7(b) of the Option and Joint Venture Agreement between the Company, CMC and Canadian Mining of Arizona (the “Bullard Pass Agreement”). There are no material relationships between the Company or its affiliates and any of the other parties to the San Bernardo Project Agreement or the Bullard Pass Agreement, and no early termination penalties were incurred by the Company in connection with the Termination Letter.

On March 21, 2014, Ironwood Gold Corp . (“Parent”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with The Wildemess Way Adventure Resort, Inc. (“the Subsidiary” or “the Company”) and the Company’s shareholders pursuant to which the Parent purchased (the “Acquisition”)100% of the issued and outstanding capital stock (“Company Shares”) of the Company from its shareholders. The purchase price for the Shares set forth therein is 3,600,000,000 shares of the Parent’s restricted Common Stock.

The parties arrived at the purchase price through arm’s length third party negotiation.

The Acquisition was consummated (the “Closing”) on March 21, 2014, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. In connection therewith, Isaac Onn, (who was appointed as CEO on March 17, 2014 as a result of Behzad Shayanfar's March 12, 2014 resignation as an officer of Parent) resigned as an officer of Parent, and Andrew McKinnon was appointed as the Company’s Chief Executive Officer and Chief Financial Officer and as a Director and Chairman of the Board.

Subsequent to closing of the Acquisition, the Company shall remain a wholly owned subsidiary of the Parent. For accounting purposes, the Company is deemed the accounting acquirer.

The total outstanding common shares of the Parent subsequent to the closing of the Acquisition are as follows:

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(1) Shares outstanding of the Parent just prior to the close consisted of 99,957,201 shares of which no shares were issued for investor relations services. As the Parent is only currently authorized to issue 250,000,000 shares of its common stock, at closing, the sole shareholder of the Company, Andrew McKinnon, was only issued 150,000,000 shares, and the balance of 3,450,000,000 shares will be issued to Mr. McKinnon or his designees upon the availability of those shares authorized through a reverse split of only the issued and outstanding shares of common stock of the Parent, which will be effected as soon as practicable.

On March 21, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell secured convertible promissory notes (the “Notes”) in the aggregate principal amount of $1,000,000 (the “Private Placement”). The Notes will be secured by a senior security interest in all of the assets of the Company and its subsidiaries. The Notes will be convertible into common stock of the Company at an exercise price of $0.18 per share, subject to adjustment in the event of stock splits, stock dividends, or in the event of certain subsequent issuances by the Company of common stock or securities convertible into common stock at a lower price. The Notes will mature two years from the date of issuance. The Notes bear interest at the rate of 8% per annum due and payable in cash on each March 31, June 30, September 30 and December 31 commencing on the second such date after the date of closing and upon maturity. If an event of default has not occurred, the Company may elect to make any interest payments in shares of its common stock at a discount of 10% to the VWAP (volume weighted average price) for the Company’s common stock for the ten final trading days directly preceding such quarterly interest payment date. In the event (i) the Company is prohibited from issuing shares issuable upon conversion of a note, (ii) upon the occurrence of any other event of default, that continues beyond any applicable cure period, (iii) a change in control occurs, or (iv) upon the liquidation, dissolution or winding up of the Company or any subsidiary, then at the noteholder’s option, the Company must pay to each noteholder, a sum of money determined by multiplying up to the outstanding principal amount of the note designated by each such noteholder by, at the noteholder’s election, the greater of (x) 115%, or (y) a fraction the numerator of which is the highest closing price of the Company’s common stock for the thirty days preceding the date demand is made by the noteholder and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, plus accrued but unpaid interest and any other amounts due. Pursuant to the Private Placement, the Company also agreed to issue to the Investors warrants (collectively, the “Warrants”) to purchase common stock in an amount equal to the principal amount of each Note divided by $0.18. The Warrants will have a six-year term, may be exercised on a cashless basis (commencing twelve months after the closing date of the Private Placement only if the common stock underlying the Warrants is not included for public resale in an effective registration statement), and have an exercise price of $0.22, subject to adjustment in the event of stock splits, stock dividends, or in the event of certain subsequent issuances of the Company of common stock or securities convertible into common stock at a lower price. The Notes may not be converted, and the Warrants may not be exercised, to the extent such conversion or exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of the Company’s then outstanding shares of common stock following such conversion or exercise. Pursuant to the Subscription Agreement, the Investors shall have demand and piggyback registration rights. The Company’s obligations under the Notes are guaranteed by the Company and secured by a second mortgage on the real estate owned by the Company in British Columbia, Canada. The closing of the Private Placement is subject to certain conditions including the closing of the Exchange Agreement and the filing of this Current Report on Form 8-K.

In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933.

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Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended August 31, 2013. As of, and for the three and six months ended February 28, 2014, there have been no material changes or updates to our critical accounting policies.

Results of Operations

The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2013, filed on December 13, 2013.

Comparison of three month periods ended February 28, 2014 and February 28, 2013

During the three month periods ended February 28, 2014 and February 28, 2013, we earned no revenues.

For the three month periods ended February 28, 2014 and February 28, 2013, we incurred a net loss of $186,423 and $871,417, respectively. This decrease for the three month period ended February 28, 2014 is primarily attributed to a decrease in interest expense and stock based compensation and an increase in gains on derivative liabilities.

Comparison of six month periods ended February 28, 2014 and February 28, 2013

During the six month periods ended February 28, 2014 and February 28, 2013, we earned no revenues.

For the six month periods ended February 28, 2014 and February 28, 2013, we incurred a net loss of $316,617 and $1,392,833, respectively. This decrease for the six month period ended February 28, 2014 is primarily attributed to a decrease in interest expense and stock based compensation and an increase in gains on derivative liabilities.

Period from inception, January 18, 2007 to February 28, 2014

Since inception, we have an accumulated deficit during the exploration stage of $6,662,772. We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the exploration stage.

Liquidity and Capital Resources

As of February 28, 2014, we had $0 in cash and cash equivalents and a working capital deficiency of $2,114,982, including $1,102,608 in accounts payable and accrued expenses.

For the six months ended February 28, 2014, we used net cash of $72,333 in operations and used net cash of $0 in investing activities. For the six months ended February 28, 2014, we had $72,333 in net cash flow provided by financing activities, representing $72,333 from the issuance of convertible promissory notes.

We expect to continue to incur operating losses in the near future as we initiate mining exploration operations at our property through the remainder of 2014. We have funded our operations primarily through sales of our common stock and debt offerings, including most recently the issuance of a $550,000 secured convertible promissory note to Alpha Capital Anstalt (“Alpha”) in August 2011 (as further described below), and convertible notes to Asher Enterprises, Inc. in the amount $56,000, $29,000, $32,500 and $7,000 in September and November, 2012, and March and July 2013, respectively.

On August 16, 2011, we entered into a Subscription Agreement with Alpha in connection with the private offering and issuance of (i) a $550,000 secured convertible promissory note (the “Note”), such Note convertible, at the option of Alpha, into shares of our common stock, par value $0.001, at a conversion price of $0.40 per share (post stock split); (ii) a warrant to purchase up to 1,375,000 shares of common stock (post stock split) at an exercise price of $0.60 per share (post stock split) (the “Warrant”), such Warrant expiring five (5) years from the date of issuance, and (iii) 220,000 shares of common stock (post stock split). The Note is senior to any and all of our indebtedness and is secured substantially by all of our assets in accordance with the terms and conditions of the Security Agreement with Alpha dated August 16, 2011. The Note carries an interest rate of 10% per annum (increases to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.

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On April 20, 2012, we entered into an Amendment Agreement (the “Amendment”) with Alpha to the Note, previously disclosed in our Current Report on Form 8-K filed on August 18, 2011. In connection therewith, effective April 20, 2012 we also agreed to an Allonge to the Note (the “Allonge”) pursuant to which an additional $100,000 was issued to us under the Note. In accordance with the Amendment and the Allonge, (i) the original principal amount under the Note has increased from $550,000 to $650,000; (ii) the conversion price under the Note has been reduced from $0.40 per share to $0.08 per share; (iii) the number of warrants to purchase shares of our common stock issuable to Alpha has increased from 1,375,000 to 6,000,000; and (iv) the exercise price of the warrants has been reduced from $0.60 per share to $0.08 per share. The expiration date of the Warrants remains unchanged at August 16, 2016.

On February 1, 2013, the Company agreed to another Allonge to the Note (“Allonge No. 2”) pursuant to which an additional $100,000 was issued to the Company under the Note, thus increasing the principal amount as stated on the face of the Note to $750,000. No other changes to the terms and conditions of the Note have been made. Proceeds from Allonge No. 2 are expected to be used for general working capital and also to fund portions of the Company’s obligations under a letter of intent with Canadian Mining Company, Inc. as disclosed on our Current Report on Form 8-K filed on February 7, 2013. On February 1, 2013, the Company also issued a another warrant to Alpha to purchase up to 2,000,000 shares of Company common stock at an exercise price of $0.05 per share (the “Second Warrant”). The Second Warrant expires eight (8) years after the date of issuance.

On 11 February 2013, the note holder elected to convert $50,000 of principal and $10,947 of accrued interest on the convertible note payable into stock subscriptions to receive 1,218,944 shares of the Company’s common stock.

On September 10, 2012, the Company borrowed $56,000 in the form of a convertible note payable, with a maturity date of three months from the date of issuance, and an annual interest rate of 8%. The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the average of the lowest two trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 45%. The note was issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws.

On November 19, 2012, the Company borrowed $29,000 in the form of a convertible note payable, with a maturity date of three months from the date of issuance, and an annual interest rate of 8%. The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the average of the lowest two trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 45%. The note was issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws.

On March 7, 2013, the Company borrowed $32,500 in the form of a convertible note payable, with a maturity date of three months from the date of issuance, and an annual interest rate of 8%. The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the lowest trading price for the common stock during the 60 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 55%. In addition, the Company issued a warrant to purchase 1,300,000 shares of common stock at an exercise price of $0.25 per share exercisable anytime within 3 years. The note and warrant were issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws.

On 21 March 2013 and 8 May 2013, the note holder elected to convert $7,900 and $8,300 of principal on the convertible note payable into stock subscriptions to receive 441,341 and 1,509,091 shares of the Company’s common stock.

On 16 July 2013, the Company borrowed $7,000 in the form of a convertible note payable, with a maturity date of 18 April 2014, and an annual interest rate of 8% (default interest rate of 22%). The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the lowest trading price for the common stock during the 60 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 55%. The note is secured by all of the assets of the Company. The note and warrant were issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws.

See above for the financing which occurred at the time of the March 2014 merger.

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Our current cash requirements are significant due to planned exploration and development of current projects, and we anticipate generating losses. In order to execute on our business strategy, including the exploration and development of our current mining properties, we will require additional working capital, commensurate with the operational needs of our planned drilling projects and obligations. Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund exploration and development of our properties. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to cease our operations.

We cannot be sure that our future working capital or cash flows will be sufficient to meet our debt obligations and commitments. Any insufficiency and failure by us to renegotiate such existing debt obligations and commitments would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership.

Off-Balance Sheet Transactions

There are no off-balance sheet transactions.