Lake Victoria Mining Company, Inc.: Exhibit 10.39 - Filed by newsfilecorp.com





LAKE VICTORIA RESOURCES (T) LTD.
a subsidiary of
Lake Victoria Mining Company, Inc. 

FORWARD GOLD PURCHASE AGREEMENT

INSTRUCTIONS TO
  PURCHASER

	1. 	
  All purchasers must complete all the information in the boxes on page 2 and sign where indicated with an “X”.

	 	
       

	2. 	
  Unless a purchaser is making a Forward Gold Purchase with an aggregate purchase price of CDN$150,000 or more, all purchasers must complete and sign Schedule A “Canadian Investor Questionnaire”. The purpose of the form is to determine whether you meet the standards for participation in a Forward Gold Purchase Agreement under applicable Canadian securities law (National Instrument 45-106). This is required because our company is located in British Columbia, Canada.

	 	
       

	3. 	
  If you are a “U.S. Purchaser”, as defined in Schedule B, you must complete and sign BOTH (1) Schedule A “Canadian Investor Questionnaire” AND (2) Schedule B “United States Accredited Investor Questionnaire”.

	 	
       

	4. 	
  If you are paying for your gold purchase with funds drawn from a Canadian bank, you may pay by certified cheque or bank draft drawn on a Canadian chartered bank.

	 	
       

	5. 	
  If you are paying for your Gold Purchase with funds drawn on any source other than a Canadian chartered bank, you may only pay by wire transfer to our company pursuant to the wiring instructions to be provided by our company upon request or with your purchase invoice.



Note: This forward gold purchase agreement is in compliance with the Securities and Exchange Commission (SEC) Rule 506(c) of Regulation D, Regulation S and Canadian Securities law exemptions for private placements for ACCREDITED INVESTORS ONLY.




LAKE VICTORIA RESOURCES (T) LTD. 
A SUBSIDIARY OF
LAKE VICTORIA MINING COMPANY, INC. 

FORWARD GOLD PURCHASE
AGREEMENT

The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from LAKE VICTORIA RESOURCES (T) LTD. (the “Seller”), a subsidiary of Lake Victoria Mining Company, Inc. (the “Issuer”) that amount of forward gold production of the Seller as represented below at a price of __________ per ounce of gold. The Purchaser agrees to be bound by the terms and conditions set forth in this Forward Gold Purchase Agreement and the “Terms and Conditions”, Schedule A “Canadian Investor Questionnaire”, Schedule B “United States Accredited Investor Questionnaire”, Schedule C “Forward Gold Purchase Distribution Schedule” and Schedule D “Convertibility”, all of which are attached hereto and form part of this Forward Gold Purchase Agreement.

	 	Purchaser Information 	 	 	Ounces to be Purchased 	 
	 	  	 	 	  	 
	 	  	 	 	Total Number of Ounces:
      ________________________X $ ______	 
	 	  	 	 	  	 
	 	(Name of Purchaser) 	 	 	Description:
      ______________________________	 
	 	  	 	 	  	 
	 	Account Reference (if applicable):
      ______________________________	 	 	  	 
	 	  	 	 	Aggregate Purchase Price:
      ___________________________________________	 
	 	X 	 	 	           
                         
                     (the “Purchase
      Amount”, plus wire fees if applicable) 	 
	 	(Signature of Purchaser – if the Purchaser is
      an Individual) 	 	 	 
    	 
	 	  	 	 	  	 
	 	X 	 	 	 
    	 
	 	(Signature of Authorized Signatory – if the Purchaser is not
      an Individual) 	 	 	Please complete if purchasing as agent or
      trustee for a principal (beneficial purchaser) (a “Disclosed
      Principal”) and not purchasing as trustee or agent for accounts
      fully managed by it. 	 
	 	(Name and Title of Authorized Signatory – if
      the Purchaser is not an 	 	 	  	 
	 	Individual) 	 	 	 
    	 
	 	 
    	 	 	(Name of Disclosed Principal) 	 
	 	(SIN, SSN, or other Tax Identification Number
      of the Purchaser) 	 	 	 
    	 
	 	  	 	 	(Address of Disclosed Principal) 	 
	 	  	 	 	  	 
	 	(Purchaser’s Street Address) 	 	 	(Account Reference, if applicable) 
 	 
	 	 
    	 	 	(SIN, SSN, or other Tax Identification Number
      of Disclosed Principal) 	 
	 	(Purchaser’s City and State ) 	 	 	Deliver the Gold as set forth
      below: Gold cannot be delivered to a P.O. Box 	 
	 	  	 	 	  	 
	 	 
    	 	 	(Attention – Full Name) 	 
	 	(Purchaser’s Country and Postal Code) 	 	 	 
    	 
	 	 
    	 	 	(Street Address) 	 
	 	(Telephone Number) 	 	 	 
    	 
	 	 
    	 	 	(City and State ) 	 
	 	( (Email Address) 	 	 	  	 
	 	  	 	 	  	 
	 	  	 	 	(Country and Postal Code) 	 
	 	  	 	 	  	 
	 	 
    	 	 	(Telephone Number) 	 


The Seller shall distribute _________________ (_______) ounces
of .999 gold during the calendar months listed, for a total of ___________
(_______) ounces of .999 gold, as per the terms of Schedule C “Forward Gold
Purchase Distribution Schedule” and the following monthly amounts:

	(i) 	
      _____________ (_______) ounces of .999 gold within the
      calendar month of _______________, 201__ ; and

	 	 
	(ii) 	
      _____________ (_______) ounces of .999 gold within the
      calendar month of _______________, 201__ ; and

	 	 
	(iii) 	
      _____________ (_______) ounces of .999 gold within the
      calendar month of _______________, 201__; and

	 	 
	(iv) 	
      _____________ (_______) ounces of .999 gold within the
      calendar month of _______________, 201__ ;.







ACCEPTANCE

The Seller hereby accepts the subscription as set forth above
on the terms and conditions contained in this Forward Gold Purchase Agreement
(including the Terms and Conditions and Schedules attached hereto) as of the
____ day of _______________________, 201__. 

LAKE VICTORIA RESOURCES (T) LTD. 
a subsidiary
of Lake Victoria Mining Company, Inc. 

	Per: 	 
    	 
		Authorized Signatory 	 
	Address: 	#810 – 675 W. Hastings Street 	 
	  	Vancouver, BC V6B 1N2 	 
	Fax: 	1-866-910- 6114 	 
	Email: 	hkalenuik@gmail.com 	 
	Attention: 	Heidi Kalenuik 	 
	  	  	 
	  	  	 
	  	  	 
	Lake Victoria Mining Company, Inc. 	 
	  	  	 
	  	  	 
	  	  	 
	Per: 	 
    	 
		Authorized Signatory 	 
	Address: 	#810 – 675 W. Hastings Street 	 
	  	Vancouver, BC V6B 1N2 	 
	Fax: 	1-866-910- 6114 	 
	Email: 	dkalenuik@gmail.com 	 
	Attention: 	David Kalenuik 	 






TERMS AND CONDITIONS OF FORWARD GOLD PURCHASE AGREEMENT


1. Subscription

1.1 On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, the Purchaser hereby
irrevocably subscribes for and agrees to purchase Forward Gold Production of the
Seller at a price per ounce of gold (such subscription and agreement to purchase
being the “Aggregate Purchase”), and Aggregate Purchase Price shown on page 2 of
the Forward Gold Purchase Agreement (the “Agreement”), which is tendered
herewith, on the basis of the representations and warranties and subject to the
terms and conditions set forth in this Terms and Conditions of Forward Gold
Purchase Agreement. 

1.2 The Seller hereby agrees to forward sell the gold to the
Purchaser on the basis of the representations and warranties and subject to the
terms and conditions set forth in this Agreement. Subject to the terms of this
Agreement, this Agreement will be effective upon its acceptance by the Seller.


1.3 The Purchaser acknowledges that the gold has been offered
as part of an offer by the Seller to other Purchasers for such other number of
ounces of gold as may be determined by the board of directors of the Seller in
its sole discretion (the “Offering”). 

1.4 Unless otherwise provided, all dollar amounts referred to
in this Agreement are in lawful money of United States of America. 

2. Payment

2.1 The Purchase Amount must be received within five (5)
business days of your purchase order and shall be paid by: (i) if the Purchaser
is drawing funds from a Canadian bank to pay for this Agreement, a certified
cheque or bank draft drawn on a US dollar account with a Canadian chartered
bank; or (ii) if the Purchaser is drawing funds from any source other than a
Canadian chartered bank to pay for this Agreement, then only by wire transfer to
the Seller pursuant to the wiring instructions to be provided by the Seller upon
request or with the purchase invoice. If the funds are wired to the Seller’s
lawyers, those lawyers are irrevocably authorized by the Purchaser to
immediately deliver the funds to the Seller upon receipt of the funds from the
Purchaser, even if the Offering has not been consummated.

2.2 Where the Purchase Amount is paid to the Seller, the
Purchaser authorizes the Seller to treat such Purchase Amount as an interest
free loan to the Seller until such time as the Agreement is accepted. 

3. Documents Required from Purchaser

3.1 The Purchaser must complete, sign and return to the Seller
the following documents:

	 	(a) 	
      an executed copy of this Agreement;

	 	 	 
	 	(b) 	
      unless the Purchaser is making an aggregate purchase
      price of CDN$150,000 or more, a Canadian Investor Questionnaire (the
      “Canadian Questionnaire”) attached as Schedule A;

	 	 	 
	 	(c) 	
      if the Purchaser is a U.S. Purchaser (as defined in
      Schedule B), the Canadian Questionnaire (unless the Purchaser is
      purchasing with an aggregate purchase price of CDN$150,000 or more) and
      the U.S. Investor Questionnaire (the “U.S. Questionnaire” and,
      together with the Canadian Questionnaire attached as Schedule B, the
      “Questionnaires”); and

	 	 	 
	 	(d) 	
      such other supporting documentation that the Seller or
      its legal counsel may request to establish the Purchaser’s qualification
      as a qualified investor (Accredited Investor).



3.2 The Purchaser shall complete, sign and return to the Seller
as soon as possible, on request by the Seller, any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory
authorities and applicable law. 

3.3 Both parties to this Agreement acknowledge and agree that
Clark Wilson LLP has acted as counsel only to the Seller and is not protecting
the rights and interests of the Purchaser. The Purchaser acknowledges and agrees
that the Seller and Clark Wilson LLP have given the Purchaser the opportunity to
seek, and are hereby recommending that the Purchaser obtain, independent legal
advice with respect to the subject matter of this Agreement and, further, the
Purchaser hereby represents and warrants to the Seller and Clark Wilson LLP that
the Purchaser has sought independent legal advice or waives such advice.

4. Conditions and Closing

4.1 The closing of the Agreement and forward sale of the Gold
shall occur on or before the date to be determined by the Seller in its sole
discretion (the “Closing Date”). The Purchaser acknowledges that
Agreements may be issued to other Purchasers under this offering (the
“Offering”) before or after the Closing Date. The Seller, may, in its
discretion, elect to close the Offering in one or more closings, in which event
the Seller may agree with one or more Purchasers (including the Purchaser
hereunder) to complete Agreements with such Purchaser(s) against payment
therefore at any time on or prior to the Closing Date. 

5. Acknowledgements and Agreements of
Purchaser

5.1 The Purchaser acknowledges and agrees that:

	 	(a) 	
      There is no market for the Agreements and that they are
      not transferable;

	 	 	 
	 	(b) 	
      Seller has not undertaken, and will have no obligation,
      to register any of the Agreements under the 1933 Act or any other
      securities legislation;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and acquire the
      gold agreed to be purchased hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Seller and such decision is based entirely upon a review of any public
      information which has been filed by the Issuer with the United States
      Securities and Exchange Commission (the “SEC”) and any Canadian
      provincial securities commissions (collectively, the “Public
      Record”);

	 	 	 
	 	(d) 	
      there are risks associated with the forward purchase of
      gold, as more fully described in the Seller’s periodic disclosure forming
      part of the Public Record;

	 	 	 
	 	(e) 	
      the Purchaser understands and agrees that the Seller and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Agreement and the Questionnaires, as applicable, and agrees that if any of
      such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Purchaser shall promptly notify the
      Seller;

	 	 	 
	 	(f) 	
      the Purchaser and the Purchaser’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Seller in connection with the Agreement hereunder, and to obtain
      additional information, to the extent possessed or obtainable without
      unreasonable effort or expense, necessary to verify the accuracy of the
      information about the Seller;

	 	 	 
	 	(g) 	
      finder’s fees or broker’s commissions may be payable by
      the Seller to finders who introduce purchasers to the Seller;

	 	 	 
	 	(h) 	
      the books and records of the Seller and Issuer were
      available upon reasonable notice for inspection, subject to certain
      confidentiality restrictions, by the Purchaser during reasonable business
      hours at its principal place of business, and all documents, records and
      books in connection with the completion of the Agreements hereunder have
      been made available for inspection by the Purchaser, the Purchaser’s
      lawyer and/or advisor(s);

	 	 	 
	 	(i) 	
      all of the information which the Purchaser has provided
      to the Seller is correct and complete as of the date this Agreement is
      signed, and if there should be any change in such information prior to the
      Closing, the Purchaser will immediately provide the Seller with such
      information;

	 	 	 
	 	(j) 	
      the Seller is entitled to rely on the representations and
      warranties of the Purchaser contained in this Agreement and the
      Questionnaires, as applicable, and the Purchaser will hold harmless the
      Seller from any loss or damage it or they may suffer as a result of the
      Purchaser’s failure to correctly complete this Agreement or the
      Questionnaires, as applicable;

	 	 	 
	 	(k) 	
      the Purchaser has been advised to consult the Purchaser’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in a Forward Gold Purchase Agreement and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Seller is not in any way responsible) for compliance
  with:




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Purchaser is resident in connection with the completion of the Agreement
      hereunder, and

	 	 	 
	 	(ii) 	
      that there is no possibility of resale of the
      Agreement;




	 	(l) 	
      the Purchaser understands and agrees that there may be
      material tax consequences to the Purchaser of an acquisition or
      disposition of the gold. The Seller gives no opinion and makes no
      representation with respect to the tax consequences to the Purchaser under
      federal, state, provincial, local or foreign tax law of the Purchaser’s
      acquisition or disposition of the gold;

	 	 	 
	 	(m) 	
      the Seller has advised the Purchaser that the Seller is
      relying on an exemption from the requirements to provide the Purchaser
      with a prospectus and to sell the Forward Gold Purchase Agreements through
      a person registered to sell securities under provincial securities
      legislation and other applicable securities laws, as a consequence of
      acquiring/entering the Agreement pursuant to such exemption, certain
      protections, rights and remedies provided by the applicable securities
      legislation including the various provincial securities acts, including
      statutory rights of rescission or damages, will not be available to the
      Purchaser;

	 	 	 
	 	(n) 	
      no documents in connection with the sale of the Agreement
      have been reviewed by the SEC or any securities administrators;

	 	 	 
	 	(o) 	
      neither the SEC nor any securities commission or similar
      regulatory authority has reviewed or passed on the merits of any of the
      Agreement;

	 	 	 
	 	(p) 	
      there is no government or other insurance covering any of
      the Agreement;

	 	 	 
	 	(q) 	
      this Agreement is not enforceable by the Purchaser unless
      it has been accepted by the Issuer and Seller, and the Purchaser
      acknowledges and agrees that the Issuer and Seller reserves the right to
      reject any Agreement for any reason whatsoever; and

	 	 	 
	 	(r) 	
      the Purchaser has a substantive pre-existing relationship
      with one or more of the directors and/or officers of the Seller and
      learned about the Offering solely through such relationship and director
      contact with such directors and/or officers and did not become aware of
      the Offering through any registration statement that has been filed by the
      Parent or Seller or the Purchaser became aware of this Offering through
      advertising in compliance with Rule 506(c) of Regulation
  D.



6. Representations, Warranties and Covenants of the
Purchaser

6.1 The Purchaser hereby represents and warrants to and
covenants with the Seller (which representations, warranties and covenants shall
survive the Closing) that:

	 	(a) 	
      unless the address of the Purchaser as set forth on page
      2 of this Agreement is in Canada, the Purchaser is not resident in
      Canada;

	 	 	 
	 	(b) 	
      unless the Purchaser is a U.S. Purchaser (as defined in
      Schedule B), the Purchaser is not a U.S. Person;

	 	 	 
	 	(c) 	
      the Purchaser (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, (iii) is
      able to bear the economic risks of an investment in the Agreement for an
      indefinite period of time, and (iv) can afford the complete loss of such
      investment;

	 	 	 
	 	(d) 	
      if the Purchaser is resident outside of
  Canada:




	 	(i) 	
      the Purchaser is knowledgeable of, or has been
      independently advised as to, the applicable laws of the securities
      regulators having application in the jurisdiction in which the Purchaser
      is resident (the “International Jurisdiction”) which would apply to
      the offer and forward sale of of gold defined by the Agreement,

	 	 	 
	 	(ii) 	
      the Purchaser is executing the Agreement pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      laws or, if such is not applicable, the Purchaser is permitted to execute
      the Agreement under the applicable laws of the securities regulators in
      the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 
	 	(iii) 	
      the applicable laws of the authorities in the
      International Jurisdiction do not require the Seller to make any filings
      or seek any approvals of any kind whatsoever from any securities regulator
      of any kind whatsoever in the International Jurisdiction in connection
      with the offer, issue, forward sale of gold defined by the
    Agreement.,

	 	 	 
	 	(iv) 	
      the execution of the Agreement by the Purchaser does not
      trigger:




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Seller in the International Jurisdiction, and




		(v) 	
      the Purchaser will, if requested by the Seller, deliver
      to the Seller a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Seller, acting reasonably; 




	 	(e) 	
      the Purchaser has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Purchaser is a corporate entity, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Purchaser;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Purchaser or of any agreement, written or oral, to which
      the Purchaser may be a party or by which the Purchaser is or may be
      bound;

	 	 	 
	 	(g) 	
      the Purchaser has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Purchaser enforceable against the Purchaser;

	 	 	 
	 	(h) 	
      the Purchaser is aware that an investment in the Seller
      is speculative and involves certain risks (including those risks disclosed
      in the Public Record), including the possible loss of the entire
      investment;








	 	(i) 	
      the Purchaser has made an independent examination and
      investigation of an investment in the Agreement and the Seller and agrees
      that the Seller will not be responsible in any way whatsoever for the
      Purchaser’s decision to invest in the Agreement and the Seller;

	 	 	 
	 	(j) 	
      all information contained in the Questionnaires, as
      applicable, is complete and accurate and may be relied upon by the Seller,
      and the Purchaser will notify the Seller immediately of any material
      change in any such information occurring prior to the closing of the
      purchase of the Agreement;

	 	 	 
	 	(k) 	
      the Purchaser is executing the Agreement for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest in such
      Agreement and the Purchaser has not subdivided his interest in the
      Agreement with any other person;

	 	 	 
	 	(l) 	
      the Purchaser (i) is able to fend for itself in the
      Agreement; (ii) has such knowledge and experience in business matters as
      to be capable of evaluating the merits and risks of its prospective
      investment in the Agreement ; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;

	 	 	 
	 	(m) 	
      the Purchaser is not an underwriter of, or dealer in, any
      of the Agreements, nor is the Purchaser participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the
      Agreements;

	 	 	 
	 	(n) 	
      the Purchaser is not aware of any advertisement of any of
      the Agreements and is not executing and acquiring the Agreement as a
      result of any form of general solicitation or general advertising,
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media, or broadcast over
      radio or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising other than in
      accordance with Rule 506(c) of Regulation D;

	 	 	 
	 	(o) 	
      no person has made to the Purchaser any written or oral
      representations:




	 	(i) 	
      that any person will resell or repurchase any of the
      Agreement,

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Agreement, or

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the
      Agreements;




	 	(p) 	
      the Purchaser understands and agrees that none of the
      Agreements have been or will be registered under the 1933 Act, or under
      any state securities or “blue sky” laws of any state of the United States,
      and are therefore not transferable, the Purchaser understands and agrees
      that offers and sales of any of the Agreements is not possible as the
      Agreements are not transferable.

	 	 	 
	 	(q) 	
      the Purchaser acknowledges that it has not acquired the
      Agreement as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Agreement as the Agreements are not
      transferable provided,

	 	 	 
	 	(r) 	
      the Purchaser represents and warrants that the Purchaser
      satisfies one of the categories of registration and prospectus exemptions
      provided in National Instrument 45-106 – Prospectus and Registration
      Exemptions (“NI 45-106”) adopted by the Canadian Securities
      Administrators; and

	 	 	 
	 	(s) 	
      the Purchaser acknowledges and agrees that the Seller
      shall not consider the Purchaser’s Agreement for acceptance unless the
      undersigned provides to the Seller, along with an executed copy of this
      Agreement:




	 	(i) 	
      if applicable, fully completed and executed
      Questionnaires in the form attached hereto as Schedule A and Schedule B;
      and

	 	 	 
	 	(ii) 	
      such other supporting documentation that the Seller or
      its legal counsel may request to establish the Purchaser’s qualification
      as a qualified investor (Accredited Investor).



6.2 In this Agreement, the term “U.S. Person” shall have
the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and
for the purpose of the Agreement includes any person in the United States. 

7. Representations and Warranties will be Relied Upon by
the Seller

7.1 The Purchaser acknowledges that the representations and
warranties contained herein are made by it with the intention that such
representations and warranties may be relied upon by the Seller and its legal
counsel in determining the Purchaser’s eligibility to execute the Agreement
under applicable legislation, or (if applicable) the eligibility of others on
whose behalf it is contracting hereunder to execute the Agreement under
applicable legislation. The Purchaser further agrees that by accepting delivery
of the Agreement representing the Forward Gold Purchase on the Closing Date, it
will be representing and warranting that the representations and warranties
contained herein are true and correct as at the Closing Date with the same force
and effect as if they had been made by the Purchaser on the Closing Date and
that they will survive the purchase by the Purchaser of the Agreement and will
continue in full force and effect notwithstanding any subsequent disposition by
the Purchaser of such Agreement. 

8. Acknowledgement and Waiver 

8.1 The Purchaser has acknowledged that the decision to execute
the Agreement was solely made on the basis of publicly available information.
The Purchaser hereby waives, to the fullest extent permitted by law, any rights
of withdrawal, rescission or compensation for damages to which the Purchaser
might be entitled in connection with the completion of any of the Agreement.


9. Resale Restrictions, Assignment and
Registration 

9.1 The Purchaser acknowledges that the Agreement is not
transferable, assignable or sellable. 

10. Collection of Personal Information

10.1 The Purchaser acknowledges and consents to the fact that
the Seller is collecting the Purchaser’s personal information for the purpose of
fulfilling this Agreement and completing the Offering. The Purchaser's personal
information (and, if applicable, the personal information of those on whose
behalf the Purchaser is contracting hereunder) may be disclosed by the Seller to
(a) stock exchanges or securities regulatory authorities, (b) the Seller's
registrar and transfer agent, (c) Canadian tax authorities, (d) authorities
pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) and (e) any of the other parties involved in the Offering,
including legal counsel, and may be included in record books in connection with
the Offering. By executing this Agreement, the Purchaser is deemed to be
consenting to the foregoing collection, use and disclosure of the Purchaser's
personal information (and, if applicable, the personal information of those on
whose behalf the Purchaser is contracting hereunder) for the foregoing purposes
and to the retention of such personal information for as long as permitted or
required by law or business practice. Notwithstanding that the Purchaser may be
executing an Agreement as agent on behalf of an undisclosed principal, the
Purchaser agrees to provide, on request, particulars as to the nature and
identity of such undisclosed principal, and any interest that such undisclosed
principal has in the Seller, all as may be required by the Seller in order to
comply with the foregoing. 

Furthermore, the Purchaser is hereby notified that:

	 	(a) 	
      the Seller may deliver to any securities commission
      having jurisdiction over the Seller, the Purchaser or this Agreement,
      including any Canadian provincial securities commissions and/or the SEC
      (collectively, the “Commissions”) certain personal information
      pertaining to the Purchaser, including such Purchaser’s full name,
      residential address and telephone number, the number of shares or other
      securities of the Seller owned by the Purchaser, the number of Agreements
      purchased by the Purchaser and the total purchase price paid for such
      Agreements, the prospectus exemption relied on by the Seller and the date
      of execution and closing of the Agreements,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Commissions under the authority granted to them in securities
      legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities laws, and

	 	 	 
	 	(d) 	
      the Purchaser may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:



Administrative Assistant to the
Director of Corporate Finance
Ontario Securities Commission
Suite 1903,
Box 55
20 Queen Street West
Toronto, ON M5H 3S8
Telephone: (416)
593-8086

11. Costs

11.1 The Purchaser acknowledges and agrees that all costs and
expenses incurred by the Purchaser (including any fees and disbursements of any
special counsel retained by the Purchaser) relating to the execution of the
Agreement shall be borne by the Purchaser. 

12. Governing Law

12.1 This Agreement is governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable therein. The
Purchaser, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the courts of the Province of British Columbia. 

13. Survival

13.1 This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the Agreement by the Purchaser pursuant
hereto. 

14. Severability

14.1 The invalidity or unenforceability of any particular
provision of this Agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this Agreement. 

15. Entire Agreement

15.1 Except as expressly provided in this Agreement and in the
Schedules, agreements, instruments and other documents attached hereto or
contemplated or provided for herein, this Agreement contains the entire
agreement between the parties with respect to the forward purchase of gold and
there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Issuer or
Seller or by anyone else. 

16. Notices

16.1 All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication, including facsimile, electronic mail or
other means of electronic communication capable of producing a printed copy.
Notices to the Purchaser shall be directed to the address of the Purchaser set
forth on page 2 of this Agreement and notices to the Issuer and Seller shall be
directed to it at the address of the Seller set forth on page 3 of this
Agreement. 

17. Counterparts and Electronic Means

17.1 This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of the date hereinafter
set forth. 

18. Schedules

18.1 The Schedules A, B, C and D are attached hereto and form
part of this Agreement. 

19. Indemnity

19.1 The Purchaser will indemnify and hold harmless the Seller
and, where applicable, its directors, officers, employees, agents, advisors and
shareholders, from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation whether
commenced or threatened) arising out of or based upon any representation or
warranty of the Purchaser contained in this Agreement, the Questionnaires, as
applicable, or in any document furnished by the Purchaser to the Seller in
connection herewith being untrue in any material respect or any breach or
failure by the Purchaser to comply with any covenant or agreement made by the
Purchaser to the Seller in connection therewith. 




SCHEDULE A 

CANADIAN INVESTOR QUESTIONNAIRE 

Capitalized terms used in this Canadian Investor Questionnaire
(this “Questionnaire”) and not specifically defined have the meaning
ascribed to them in the Forward Gold Purchase Agreement between Lake Victoria
Resources (T) Ltd. and Lake Victoria Mining Company, Inc. and the undersigned
(the “Purchaser”). 

The purpose of this Canadian Investor Questionnaire (this
“Questionnaire”) is to assure the Issuer and Seller that the Purchaser
will meet certain requirements of National Instrument 45-106 (“NI
45-106”). The Issuer and Seller will rely on the information contained in
this Questionnaire for the purposes of such determination. 

The Purchaser covenants, represents and warrants to the Issuer
and Seller that: 

	 	1. 	
      if the Purchaser is not a resident of Ontario, the
      Purchaser is (tick one or more of the following
  boxes):




	 	[   ]	(A) 	
      a director, executive officer, founder or control person
      of the Issuer or Seller or an affiliate of the Issuer or Seller;

	 	 	 	 
	 	[   ]	(B) 	
      a spouse, parent, grandparent, brother, sister, child or
      grandchild of a director, executive officer, founder or control person of
      the Issuer or Seller or an affiliate of the Issuer or Seller;

	 	 	 	 
	 	[   ]	(C) 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of a director, executive officer, founder or
      control person of the Issuer or Seller or an affiliate of the Issuer or
      Seller;

	 	 	 	 
	 	[   ]	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Issuer or Seller;

	 	 	 	 
	 	[   ]	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Issuer or Seller or an affiliate
      of the Issuer or Seller;

	 	 	 	 
	 	[   ]	(F) 	
      an accredited investor;

	 	 	 	 
	 	[   ]	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F; or

	 	 	 	 
	 	[   ]	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F;




	 	2. 	
      if the Purchaser has checked box B, C, D, E, G or H in
      Section 1 above, the director, executive officer, founder or control
      person of the Issuer or Seller with whom the undersigned has the
      relationship is:

	 	 	 
	 		
      
and the Purchaser has known such person for
      _____years.

	 	 	 
	 		
      (Instructions to Purchaser: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with.








	 		
      If you have checked box G or H, also indicate which of
      A to F describes the securityholders, directors, trustees or beneficiaries
      which qualify you as box G or H and provide the names of those
      individuals. Please attach a separate page if necessary);

	 	 	 
	 	3. 	
      if the Purchaser is resident in Ontario, the Purchaser is
      (tick one or more of the following
boxes):




	 	[   ]	(A) 	
      a founder of the Issuer or Seller;

	 	 	 	 
	 	[   ]	(B) 	
      an affiliate of a founder of the Issuer or
  Seller;

	 	 	 	 
	 	[   ]	(C) 	
      a spouse, parent, brother, sister, grandparent,
      grandchild or child of an executive officer, director or founder of the
      Issuer or Seller;

	 	 	 	 
	 	[   ]	(D) 	
      a control person of the Issuer or Seller; or

	 	 	 	 
	 	[   ]	(E) 	
      an accredited investor;




	 	4. 	
      if the Purchaser has checked box C in Section 3 above,
      the executive officer, director or founder of the Issuer or Seller with
      whom the undersigned has the relationship is:

	 	 	 
	 		
      
and the Purchaser has known such person for
      ________years.

	 	 	 
	 		
      (Instructions to Purchaser: fill in the name of each
      executive officer, director or founder which you have the above-mentioned
      relationship with.); and

	 	 	 
	 	5. 	
      if the Purchaser has ticked box F in Section 1 or box E
      in Section 3 above, the Purchaser satisfies one or more of the categories
      of “accredited investor” (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




	 	[   ]	
      (a) an individual who either alone or with a spouse
      beneficially owns financial assets (as defined in NI 45-106) having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds CDN$1,000,000; “financial assets”
  means:

	 	 	 	 
	 		(a) 	
      cash,

	 	 	 	 
	 		(b) 	
      securities, or

	 	 	 	 
	 		(c) 	
      a contract of insurance, a deposit or an evidence or a
      deposit that is not a security for the purposes of securities
      legislation.

	 	 	 	 
	 	[   ]	
      (b) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded CDN$300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;

	 	 	 	 
	 	[   ]	
      (c) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;

	 	 	 	 
	 	[   ]	
      (d) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements.








	 	[   ] 	
      (e) a person registered under securities legislation of a
      jurisdiction of Canada as an advisor or dealer, or an individual
      registered or formerly registered as a representative of such an adviser
      or dealer, other than a limited market dealer registered under the
      Securities Act (Ontario) or the Securities Act
      (Newfoundland);

	 	 	 
	 	[   ] 	
      (f) an investment fund that distributes or has
      distributed its securities only to: (i) persons that are or were
      accredited investors at the time of distribution, (ii) persons that
      acquire or acquired securities in the sections referred to in Sections
      2.10 [Minimum amount investment] or 2.19 [Additional investment
      in investment funds] of NI 45-106; or (iii) persons described in (i)
      or (iii) that acquire or acquired securities under Section 2.18
      [Investment fund reinvestment] of NI 45- 106; or

	 	 	 
	 	[   ] 	
      (g) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors.



The Purchaser acknowledges and agrees that the Purchaser may be
required by the Issuer or Seller to provide such additional documentation as may
be reasonably required by the Issuer or Seller and its legal counsel in
determining the Purchaser’s eligibility to complete the Agreement under relevant
legislation. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________ day of __________, 201__. 

	If an Individual: 	 	If a Corporation, Partnership or Other 
	  	 	Entity: 

 
	Signature
    

 	 	Print
      or Type Name of Entity 
	Print or Type Name 	 	Signature of Authorized Signatory 

 
	  	 	Type of Entity 






SCHEDULE C

FORWARD GOLD PURCHASE DISTRIBUTION SCHEDULE

Capitalized terms used in this Forward Gold Purchase
Distribution Schedule and not specifically defined have the meaning ascribed to
them in the Forward Gold Purchase Agreement between Lake Victoria Resources (T)
Ltd. and Lake Victoria Mining Company, Inc. and the undersigned (the
“Purchaser”). 

The Seller shall distribute _________________ (___) ounces of
..999 gold during the calendar months listed, for a total of ___________ (_____)
ounces of .999 gold, as per the following monthly amounts:

(i) ___________ (___) ounces of .999 gold within the calendar
month of _______________, 201__; and

(ii) ___________ (___) ounces of .999 gold within the calendar
month of _______________, 201__; and

(iii) ___________ (___) ounces of .999 gold within the calendar
month of _______________, 201__; and

(iv) ___________ (___) ounces of .999 gold within the calendar
month of  _______________, 201__. 

The Purchaser will be responsible to supply in writing a
confirmation of the proper “ship to address” or to confirm any change to a new
“ship to address” to receive the gold via a “Letter of Direction”, a minimum of
30 days in advance of any scheduled gold delivery. The Company will notify the
Purchaser, by means of the email that it has on file from the Agreement, of each
scheduled gold shipment prior to shipping. The Purchaser will supply
confirmation of the “ship to address” back to the Seller, prior to any shipment
being completed. 

Penalty and Convertibility: All of the terms of Schedule D will
apply in the event of any forced conversion. 

	 	1. 	
      Failure of the Seller to meet minimum monthly production
      and monthly gold distribution schedules, according to the Forward Gold
      Purchase Agreement, will result in a penalty premium to the Seller, equal
      to the US Bond Interest Rate per annum of the remaining balance of
      distributable Au, to be calculated over each 12 month period.

	 	 	 
	 	2. 	
      Failure to meet minimum production and gold distribution
      schedules, as per the Forward Gold Purchase Agreement(s) Distribution
      Schedule, for 6 months (6 out of 9 consecutive months), will result in
      forced conversion into common shares of the Issuer at the spot price of
      gold/oz divided by the 30-day weighted average market price of the
      Company's stock of any remaining balance of distributable Au for that 12
      month period.







SCHEDULE D

CONVERSION OF FORWARD GOLD PURCHASE TO SHARES OF THE
ISSUER

Capitalized terms used in this Conversion of Forward Gold
Purchase to Shares of the Issuer and not specifically defined have the
meaning ascribed to them in the Forward Gold Purchase Agreement between Lake
Victoria Resources (T) Ltd. and Lake Victoria Mining Company, Inc. and the
undersigned (the “Purchaser”). 

Penalty and Convertibility:

1. Failure of the Seller to meet minimum monthly production and
monthly gold distribution schedules, according to the Forward Gold Purchase
Agreement, will result in a penalty premium to the Company, equal to the US Bond
Interest Rate per annum of the remaining balance of distributable Au, to be
calculated over each 12 month period.

2. Failure to meet minimum production and gold distribution
schedules, as per the Forward Gold Purchase Agreement(s) Distribution Schedule,
for 6 months (6 out of 9 consecutive months), will result in forced conversion
into common shares of the Issuer at the spot price of gold/oz divided by the
30-day weighted average market price of the Company's stock of any remaining
balance of distributable Au for that 12 month period. 

In the event of issue of Shares of the Parent the following
apply:

1. Acknowledgements and Agreements of
Purchaser

1.1 The Purchaser acknowledges and agrees that:

	 	(a) 	
      none of the Shares have been or will be registered under
      the United States Securities Act of 1933, as amended, (the “1933
      Act”), or under any securities or “blue sky” laws of any state of the
      United States, and, unless so registered, may not be offered or sold in
      the United States or, directly or indirectly, to any “U.S. Person”,
      as that term is defined in Regulation S under the 1933 Act (“Regulation
      S”), except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state, provincial and foreign securities
      laws;

	 	 	 	 
	 	(b) 	
      the Seller has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or any other
      securities legislation;

	 	 	 	 
	 	(c) 	
      the Purchaser has been advised to consult the Purchaser’s
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in a Forward Gold Purchase Agreement and with respect to
      applicable resale restrictions upon conversion to Shares, and it is solely
      responsible (and the Seller is not in any way responsible) for compliance
      with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Purchaser is resident in connection with the distribution of the shares
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(d) 	
      the Purchaser understands and agrees that there may be
      material tax consequences to the Purchaser of the acquisition or
      disposition of the Shares. The Seller gives no opinion and makes no
      representation with respect to the tax consequences to the Purchaser under
      federal, state, provincial, local or foreign tax law of the Purchaser’s
      acquisition or disposition of the Shares;

	 	 	 	 
	 	(e) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Purchaser’s
      ability to resell any of the Shares in Canada under applicable provincial
      securities laws and Multilateral Instrument 51-105 – Issuers Quoted in
      the U.S. Over the Counter Markets (“MI 51- 105”) of the
  Canadian Securities Administrators;








	 	(f) 	
      the Seller has advised the Purchaser that the Seller is
      relying on an exemption from the requirements to provide the Purchaser
      with a prospectus and to sell the Agreements through a person registered
      to sell securities under provincial securities legislation and other
      applicable securities laws, as a consequence of acquiring/entering the
      Agreement pursuant to such exemption, certain protections, rights and
      remedies provided by the applicable securities legislation including the
      various provincial securities acts, including statutory rights of
      rescission or damages, will not be available to the Purchaser;

	 	 	 	 	 
	 	(g) 	
      the Seller will refuse to register the transfer of any of
      the Shares to a U.S. Person not made pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act and, in each case, in
      accordance with any other applicable laws;

	 	 	 	 	 
	 	(h) 	
      if the Purchaser is resident outside of Canada:

	 	 	 	 	 
	 		(i) 	
      the applicable laws of the authorities in the
      International Jurisdiction do not require the Issuer or Seller to make any
      filings or seek any approvals of any kind whatsoever from any securities
      regulator of any kind whatsoever in the International Jurisdiction in
      connection with the issue of the Shares,

	 	 	 	 	 
	 		(ii) 	
      the issue of the Shares does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such issue in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Seller or Issuer in the International Jurisdiction,
and





	 	(i) 	
      the Purchaser understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the
      “Distribution Compliance Period”) shall only be made in compliance
      with the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the 1933 Act or an exemption therefrom, and
      that all offers and sales after the Distribution Compliance Period shall
      be made only in compliance with the registration provisions of the 1933
      Act or an exemption therefrom and in each case only in accordance with
      applicable state and provincial securities laws;

	 	 	 
	 	(j) 	
      the Purchaser acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Purchaser may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein;

	 	 	 
	 	(k) 	
      hedging transactions involving the Shares may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      Securities Laws; provided however that the Purchaser may sell or otherwise
      dispose of any of the Shares pursuant to registration of any of the Shares
      pursuant to the 1933 Act and any applicable securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;







2. Legending and Registration of
Shares

2.1 If the Purchaser is a U.S. Person, the Purchaser hereby
acknowledges that upon the issuance thereof, and until such time as the same is
no longer required under the applicable securities laws and regulations, the
certificates or other document representing any of the Shares will bear a legend
in substantially the following form:


	
      “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE SECURITIES LAWS.” 

	
       

	
      and, if applicable, 

	
       

	
      “THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT
      TRADE THE SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE
      CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 SELLERS QUOTED
      IN THE U.S. OVER THE COUNTER MARKETS ARE MET.”





2.2 If the Purchaser is not a U.S. Person, the Purchaser hereby
acknowledges that upon the issuance thereof, and until such time as the same is
no longer required under the applicable securities laws and regulations, the
certificates or other document representing any of the Shares will bear a legend
in substantially the following form:


	
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”). 

	
       

	
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT.” 

	
       

	
      and, if applicable, 

	
       

	
      “THE HOLDER OF THE SECURITIES REPRESENTED HEREBY MUST NOT
      TRADE THE SECURITIES IN OR FROM A JURISDICTION OF CANADA UNLESS THE
      CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 SELLERS QUOTED
      IN THE U.S. OVER THE COUNTER MARKETS ARE MET.”





2.3 If the Purchaser is not a resident of any jurisdiction of
Canada, the Purchaser hereby represents, warrants, acknowledges and agrees that:






	 	(a) 	
      a subsequent trade in any of the Shares in or from any
      province or territory of Canada will be a distribution subject to the
      prospectus requirements of applicable provincial securities laws unless
      certain conditions are met, which conditions include, among others, a
      requirement that any certificate representing any of the Shares (or
      ownership statement issued under a direct registration system or other
      book entry system) bear the restrictive legend specified in MI 51-105 or
      National Instrument 45-102, as applicable (the “51-105
    Legend”);

	 	 	 
	 	(b) 	
      the Purchaser undertakes not to trade or resell any of
      the Shares in or from Canada unless the trade or resale is made in
      accordance with MI 51-105 or National Instrument 45-102, as applicable,
      and the Purchaser understands and agrees that the Seller and others will
      rely upon the truth and accuracy of these representations and warranties
      made in this subsection and agrees that if such representations and
      warranties are no longer accurate or have been breached, the Purchaser
      shall immediately notify the Seller;

	 	 	 
	 	(c) 	
      by executing and delivering this Agreement and as a
      consequence of the representations and warranties made by the Purchaser in
      this subsection, the Purchaser directs the Seller not to include the
      51-105 Legend on any certificates representing any of the Shares to be
      issued to the Purchaser and, as a consequence, the Purchaser will not be
      able to rely on the resale provisions of MI 51-105 or National Instrument
      45-102, and any subsequent trade in any of the Shares in or from any
      jurisdiction of Canada will be a distribution subject to the prospectus
      requirements of applicable Canadian securities laws; and

	 	 	 
	 	(d) 	
      if the Purchaser wishes to trade or resell any of the
      Shares in or from any jurisdiction of Canada, the Purchaser agrees and
      undertakes to return, prior to any such trade or resale, any certificate
      representing any of the Shares to the Seller’s transfer agent to have the
      51-105 Legend imprinted on such certificate or to instruct the Seller’s
      transfer agent to include the 51-105 Legend on any ownership statement
      issued under a direct registration system or other book entry
    system.



2.4 The Purchaser hereby acknowledges and agrees to the Seller
making a notation on its records or giving instructions to the registrar and
transfer agent of the Seller in order to implement the restrictions on transfer
set forth and described in this Agreement. 

3. Resale Restrictions

3.1 The Purchaser acknowledges that the Shares are subject to
resale restrictions in Canada and the United States and may not be traded in
Canada or the United States except as permitted by the applicable federal, state
and provincial securities laws and the rules made thereunder. 

3.2 if the Purchaser decides to offer, sell or otherwise
transfer any of the Shares, it will not offer, sell or otherwise transfer any of
such Shares directly or indirectly, unless:

	 	(a) 	
      the sale is to the Seller,

	 	 	 
	 	(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      1933 Act and in compliance with applicable local laws and regulations in
      which such sale is made;

	 	 	 
	 	(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder and in accordance with any applicable state securities or “blue
      sky” laws, or

	 	 	 
	 	(d) 	
      the Agreement is sold in a transaction that does not
      require registration under the 1933 Act or any applicable state laws and
      regulations governing the offer and sale of securities, and

	 	 	 
	 	(e) 	
      it has prior to such sale pursuant to subsection (c) or
      (d) furnished to the Seller an opinion of counsel of recognized standing
      reasonably satisfactory to the Seller, to such effect;
  and



it is resident in the United States of America, its territories
and possessions or any state of the United States or the District of Columbia
(collectively the “United States”), a “U.S. Person” as such term
is defined in Regulation S of the 1933 Act or was in the United States at the
time the shares were offered or the Agreement was executed.