“Agreement” means this Property Purchase Agreement, including the schedules hereto, as the same may be supplemented or amended from time to time;

“Charter Documents” means the articles of incorporation, amendment and/or continuance, as the case may be, and by-laws and similar constating documents of a corporation;

“Closing” shall have the meaning ascribed thereto in Section 3.4 of this Agreement;

“Closing Date” shall have the meaning ascribed thereto in Section 3.4 of this Agreement or any other date mutually agreed to by the Purchaser and Seller;

“Closing Time” shall have the meaning ascribed thereto in Section 3.4 or such other time on the Closing Date as shall be mutually agreed to by the Seller Shareholders;

“Dollars” means the currency of the United States;

“Property” means the Seller’s interest in the Licenses described in Schedules A and B;

“Purchase Price” means the cash and Purchaser’s shares described on Schedule B;

“Schedule ” means”

Entire Agreement

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof and thereof.

Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, it shall be deemed to refer to the actual knowledge of the Party after making inquiries of third parties or other Persons and, in the case of a corporate Party, inquiries as to the actual knowledge of appropriate directors and officers of such Party.

Purchase and Sale of Property

Upon and subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase and acquire from the Seller, and the Seller hereby agrees to sell, transfer, assign and set over to the Purchaser, the Property for the purchase price described in 3.2 below.

Purchase Price

The Parties hereby agree that the purchase price (consideration) for the transaction of purchase and sale contemplated in subsection 2.1(a) shall be, satisfied by the forgiveness of cash previously advanced by the Purchaser to the Seller, retention of shares by the Purchaser previously issued by assignment of the Seller and the issue of shares of the Purchaser to the Seller, all of which are more particularly described on Schedule C.

Instruments of Transfer

The Seller shall deliver to the Purchaser, at the Closing Date, assignments in registrable form of the Seller’s interest in Licenses not under Option, in form and substance satisfactory to the Purchaser and its legal counsel, in order to effectively vest in the Purchaser, all right, title and interest in and to the Licenses comprising the Property. From time to time after the Closing Date, and without further consideration, the Seller will execute and deliver such other instruments of transfer and take such other actions as Purchaser may reasonably request in order to more effectively transfer the Property to the Purchaser.

The Purchaser shall deliver to Seller, at the Closing Date, the Purchaser’s share certificates, registered to the Seller in the amounts described on Schedule C.

Closing

The closing (“Closing”) of the purchase and sale of the Seller Shares shall take place at the offices of the Seller, at the location, time and date which are more specifically described in Schedule “D” attached hereto and forming part of this Agreement or at such other time and place as may be agreed to by the Seller and Purchaser.

Closing Documents

For each License in which the Seller has an Option to acquire an interest, a copy of the Option Agreement and confirmation of outstanding Option terms; and a copy of the Notice of Assignment of the Seller’s interest to be delivered to the Optionor.

For each License in which the Seller has a partial interest, a copy of any participation or joint venture agreement with the other parties holding a partial interest in the License.

A release in favour of the Purchaser regarding shares that the Seller had previously assigned to the Purchaser, more completely described in Schedule C.

The Purchaser shall deliver a release in favour of the Seller of the loan of $1,500,000 and a share certificate for 5,051,250 shares of the Purchaser registered to the Seller, more completely described in Schedule C.

Representations and Warranties of the Seller

The Seller severally represents and warrants to the Purchaser with respect to himself or itself, as follows:

The Seller has all requisite power and authority to enter into and to carry out all of the terms of this Agreement and all other documents executed and delivered in connection herewith;

When executed and delivered by the Seller, this Agreement shall constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms;

Schedule A to this Agreement accurately and completely sets forth a description of the Property;

Schedule B to this Agreement accurately and completely sets forth the Seller’s interest in each License comprising the Property;

Schedule C to this Agreement accurately and completely sets forth the Purchase Price and copies of the Seller and Purchaser’s Releases;

There are no undisclosed parties who have a beneficial interest in the Seller’s interest in each License;

The Purchaser has obtained independent legal counsel and has confirmed it understands and agrees to the terms of this Agreement;

The Seller has and will transfer to the Purchaser, good and marketable title its particular interest in each License comprising the Property free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.

Representations and Warranties of the Purchaser

Purchaser represents and warrants to the Seller that Purchaser has the corporate power and authority to enter into this Agreement and to carry out the intent and purpose thereof and this Agreement constitutes the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms;

Nature and Survival of Representations

All representations, warranties, covenants and agreements contained in this Agreement and in any document or instrument executed and delivered in connection with the completion of the transaction contemplated hereby on the part of each of the Parties shall survive the Closing Time, the execution and delivery hereunder of any instruments of conveyance, assignments or other instruments of transfer of title to the Property and the issuance of any securities as contemplated under this Agreement shall continue in full force and effect from and after the Closing Date forever.

Notices

All notices which may or are required to be given pursuant to any provisions of this Agreement shall be given or made in writing as follows:

The Parties may change their respective addresses for notices by notice given in the manner set out in this Section 5.1. Any such notice or other communication shall be in writing and, unless delivered personally to the addressee, or to a responsible officer of the addressee, as applicable, shall be given by facsimile and shall be deemed to have been given when: (i) in the case of a notice delivered personally to the addressee, or to a responsible officer of the addressee, as applicable, when so delivered; and (ii) in the case of a notice delivered or given by facsimile, on the first business day following the day on which it is sent.

Successors and Assigns

Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or the other documents.

Counterparts

This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together will constitute one and the same agreement.

Governing Law

This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada, United States of America and shall be treated in all respects as a State of Nevada contract, and each Party hereby irrevocably and unconditionally submits to the non- exclusive jurisdiction of the courts of such state and all courts competent to hear appeals therefrom. The Parties irrevocably waive any objection that they now or hereafter have that any action or proceeding has been brought in an inconvenient forum.

Forgiveness by the Purchaser of prior loans to the Seller in the principal amount of US$1,500,000 including any unpaid interest to the date of Closing.

Purchaser to retain 6,350,300 restricted common shares of Lake Victoria Mining Company (LVCA:OTCBB) previously issued to the Purchaser by assignment of the Seller in regard to option agreements that the Seller entered into between itself and Lake Victoria Mining Company, Inc.

The delivery at Closing of 5,176,250 treasury shares of the Purchaser at a deemed price of $0.05