---

MINERAL FINANCING AGREEMENTDatedfor Reference the __________day of October,
2009

BETWEEN:

LAKE VICTORIA COMPANY INC.a corporation existing
pursuant to the laws of thestate of Nevada, United States of America
with a registered address at 1781 Larkspur Drive, Golden,Colorado
80401 U.S.A.

(hereinafter called "Lake Victoria")(Of the First
Part)

And

___________________________of P.O Box _______Dar esSalaam United Republic of Tanzania.

(hereinafter called 'Director with Company")(Of the
Second Party)

WHEREAS

|R.1 | Director with Company has participated withKilimanjaro Mining Company, Inc. (Kilimanjaro), a Nevada corporation
      with an address at 711 S. Carson Street, Carson City, Nevada, USA 89701 in
  the acquisition and financing of mineral interests located in Tanzania.                                                                                                                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|R.2 | Kilimanjaro became a wholly owned subsidiary of
      Lake Victoria and Lake Victoria acquired the rights and assumed the
      obligations of Kilimanjaro in the Initial Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|R.3 | Director with Company has identified various
      mineral rights in the form of Primary Mining License(s) (PML(s)) owned
      by PML Owners (the PML Owners) and some mineral rights held by Pre-PML
      owners (the Pre-PML Owners), which have not yet been issued in the form
      of a PML. Director with Company has entered into Agreements with: (i) the
      PML Owners to acquire the PMLs; and (ii) the Pre-PML Owners to acquire the
      mineral rights when converted to a PML all of which are described in
      schedule A attached hereto and forming part of this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|R.4 | The parties hereto are continuing to review
      additional PMLs and mineral rights and properties for acquisition and
      financing pursuant to the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|R.5 | Director with Company and Lake Victoria have
      agreed that the latter has provided and shall continue to provide all the finances required to acquire
      and develop the PML(s) and any SML(s) acquired upon conversion of PMLs to
      a SML(s) comprising the Project.                                                                                                                                                                                                                                                                                                                             

InitialsLV
    AAM


1

---

|R.6 | Pursuant to this Agreement, Director with Company shall
      continue to carry out the acquisition of mineral rights and PMLs and their
      exploration programs with a view to converting selected PMLs to one or
      more SMLs and Lake Victoria shall continue to finance the acquisition of
      mineral rights, PMLs and their exploration and conversion to a SML
      according to this Agreement.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the sum of $45,000 now paid by Lake Victoria to Director with Company, (the
receiptand sufficiency of which is herebyacknowledge, the
parties agree asfollows:

Definitions:

$ means the currency of the United States of America.

"Commissioner' means the Commissioner for Minerals of the
Ministry of Energy and Minerals, located in Dar es Salaam, United Republic of
Tanzania ("Tanzanian).

Formal Registration means registration of the registered
ownership of thePrimary Mining Licenses in the name of Director with
Company and Special Mining Licenses in the name of the Lake Victoria or its
affiliate atthe office ofthe Commissioner.

"PML means a Primary Mining License means a primary licence to
prospect for minerals granted under division D of Part IV of the Mining Act,
1998(Tanzania) issued exclusively to Tanzanian citizens covering a period
of five years and subject to renewal. The maximum sizefor a primary
mining license for all minerals other than building materials shall be 10
hectares.

PML Agreement(s) means agreements between Director with
Company and the Primary Mining License Owners.

"Special Mining License" (SML) means: means a special mining
licence granted under Division B of Part IV, Section 40 of the Mining Act 1998
of Tanzania. A Special Mining License shall be granted for a period not
exceeding twenty-five years, and is renewable in accordance with Section 42 for
a period not exceeding twenty five years. The holder of a Special Mining License
in accordance with Section 43 has exclusive right tocarry on mining
operations in the area coveredby the License for the minerals specified
in the license.

SML means a Special Mining License.

InitialsLV
    AAM


2

---

|1.0 | Recitals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.1 | The above recitals 1- 6 inclusive are true and correct
      and form part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.0 | Director with Companys Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.1 | Director with Company will continue to: (i) enter into
      PML Agreements to acquire PMLs; and (ii) enter into Pre-PML Agreements to
      acquire mineral rights for which a PML has not yet been issued; and (iii)
      assist Pre-PML Owners in the issue of PMLs; and (iv) acquire the PMLs from
      Pre PML and PML Owners; (v) amalgamate the said PMLs and apply for and
      obtain SMLs from the Commissioner for Minerals; and (vi) supervise
      exploration programs and other obligations of the PML Agreements and the
      PML(s) as they may be agreed by the parties hereto (all such activities
      collectively referred to as the Duties).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.0 | Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1 | In consideration of Director with Company carrying out
      the Duties, Director with Company shall be paid the sum of $45,000 for his
      services to date upon execution of this Agreement and shall continue to be
      paid for his services in future at a remuneration to be agreed to from
      time to time.                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.0 | Financing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1 | Director with Company acknowledges that Lake Victoria has
      provided all                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | financing required to carry out the Duties to date (the
      Financing).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2 | Lake Victoria hereby agrees to continue providing all of
      the Financing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.3 | In consideration of the Financing by Lake Victoria, Lake
      Victoria has and shall have a 100% interest in the PML(s) or SML(s) which
      are the subject of this Agreement, in order to provide security to Lake
      Victoria for its Financing, and without limiting the generality of the
      foregoing, Lake Victoria has the right to unilaterally transfer any PML(s)
      and SML(s) registered to Director with Company to a third party determined
      by Lake Victoria.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.0 | Acquisition of SML(s)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.1 | In consideration of Lake Victoria having financed and
      agreeing to continue to finance the Duties and the payment of remuneration
      to Director with Company, Director with Company agrees to register SML(s)
      encompassing the PMLs acquired by and registered to Director with Company
      pursuant to this Agreement. The registered owner of the SMLs shall be
      Director with Company or as directed by Lake Victoria and the assignment
      of any issued SMLs shall be to parties designated by Lake Victoria.                                                                                                                                

InitialsLV
    AAM


3

---

|6.0 | Director with Company Alternate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.1 | In the event of the death, incapacity or unwillingness of
      Director with Company to carry out his Duties, Lake Victoria has the right
      to name a replacement for Director with Company to carry out Director with
      Companys Duties and to transfer to any PML(s) and SML(s) from Director
      with Company to a party as directed by Lake Victoria, and at the sole
      option of Lake Victoria, to register this Agreement with a Tanzanian Court
      to obtain a Court Order directing the transfer of an SML to any alternate
      party, to be determined and named solely by Lake Victoria.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.0 | Agreement Registration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1 | This Agreement may be registered on the title of the
      lands encompassed by any PML or SML registered in the name of Director
      with Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.0 | Term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.1 | The term of this Renewal Agreement shall be for a period
      expiring the earlier of ten years from the date of this Renewal Agreement
      and the cessation of all business activities (for any reason at all) by
      Lake Victoria in Tanzania. The Determination of cessation of business
      shall be determined solely by Lake Victoria.                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 8.2 Lake Victoria can, in its sole discretion terminate
      this Agreement at any time without notice to Director with Company. In
      that event Lake Victoria will only be responsible for paying Director with
      Company the sum of $1,000 and any unpaid expenses and disbursements to the
      date of termination.                                                                                                                                                                                                                                                                                      

9.0 Notices

Each notice, demand or other communication required or
permitted to be given under the Agreementshall be in writing and shall
be addressed or Faxed to such party at the address for such party specified
above. The date of receipt of such notice, demand or other communication shall
be the date of delivery thereof if delivered or, if given by facsimile shall be
deemed conclusively to be the next business day. Either party may at any time or
from time to time notify the other in writing of a change of address and the
newaddress to which notice shall be given to it thereafter until further
change.

If to Lake Victoria Mining Company, lnc. Tel:
303-526-5100 Fax: 303-526-5889 Email: info@lvcamining.comMail: 1781
Larkspur Drive, Golden Colorado 80401 U.S.A. Attention: Roger Newell

If to Director with Company

Tel: 255 _____________Fax:_______________Email: Director
with Company@_________.com Mail:
P.0. Box _________, Dar es Salaam, Tanzania Attention: Director with
Company

InitialsLV
    AAM


4

---

10.1 This Agreement shall supersede and replace any other
Agreement orarrangement, whether oral or written, heretofore existing
between the parties and/ or affiliates in respect of the subject matter of this
Agreement.

10.2 No consent or waiver expressed or implied by either party
in respect of any breach or default by the other in the performance by such
other obligations hereunder shall be deemed or construed to be a consent to or a
waiver of any other breach or default;

10.3 The parties shall promptly execute or cause to be executed
all documents, deeds, conveyances and other instrument of further assurance and
do such further and other acts which-may be necessary reasonable or advisable to
carry out fully the intent of this Agreement;

10.4 This Agreement shall enure to the benefit of and be
binding upon the Parties and their respective executors, administrators,
successors and assigns;

10.5 This Agreement shall be governed by and construed in
accordance with the laws of United Republic of Tanzania;

10.6 Time shall be of the essence in this Agreement;

10.7 Wherever the neuter and singular is used in this Agreement
it shall be deemed to include the plural, masculine and Feminine, as the case
may be;

10.8 This Agreement may be executed in two or more
counterparts, each of which will be deemed to be and all of which will
constitute one Agreement effective as of the reference date given above.

(Balance of page intentionally left blank)

5

InitialsLV
    AAM


---

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as at the day and year first above written.

NOW PARTIES in this Agreement set their hands in the
following manner:-

I, _____________________Advocate have gone through this
agreement in the presence of Director with Company. In this agreement and I have
read the contents of the agreement to him of whom he has understood and he now
set his hand to acknowledge and accept the terms and conditions of the
agreement.

|SIGNEDand DELIVEREDat the
      city                 | ) |                      
|---------------------------------------------------- | - | ---------------------
|of Dar es Salaam, Tanzania by                        | ) |                      
|DIRECTOR WITH COMPANYwho                             | ) |                      
|is known to me personally and identified by
      me | ) |                      
|this
      ______day of October, 2009                | ) |                      
|                                                     | ) | DIRECTOR WITH COMPANY
|                                                     | ) |                      
|COMMISSIONER FOR OATHS FOR TANZANIA                  | ) |                      

|SIGNEDand DELIVEREDat the
      city of               | ) |             
|----------------------------------------------------- | - | ------------
|________________, Colorado,                           | ) |             
|By Roger Newell for and on Behalf of                  | ) |             
|LAKE VICTORIA MINING COMPANY, INC                     | ) |             
|Who is known to me personally and identified
      by | ) |             
|me this ______day of October, 2009                    | ) |             
|                                                      | ) | ROGER NEWELL
|BEFORE ME                                             | ) |             
|                                                      |   |             
|                                                      | ) |             
|COMMISSIONER FOR OATHS FOR COLORADO.                  |   |             

6

---

Schedule A

7

---