Lake Victoria Mining Company Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






REDEEMABLE WARRANT CERTIFICATE

     THESE WARRANTS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR
APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS ARE "RESTRICTED SECURITIES" AS
DEFINED IN RULE 144 UNDER THE ACT AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OR COUNSEL ACCEPTABLE TO THE COMPANY AND ITS
COUNSEL THAT SUCH 

REGISTRATION IS NOT REQUIRED.

Number of Warrants: 
Void after: August 11th,
2013
Certificate No.

Lake Victoria Mining Company Inc.

     This is to certify, that ,
(the “Warrantholder”), for value received, is the registered owner of the
above-indicated number of Warrants and is entitled to purchase from LAKE
VICTORIA MINING COMPANY, INC. (the “Company” a Nevada corporation, at any time
within three years from the date of this Warrant, one fully paid and
nonassessable restricted share of Common Stock ($0.00001 par value per share) of
the Company at the purchase price of $0.40 per share (the "Exercise Price") in
lawful money of the United States of America for every one warrant represented
hereby upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office of the Company at 1781 Larkspur Dr., Golden, Colorado 80401.
The Company has the option of redeeming the Warrants in whole or in part, upon
twenty (20) calendar day’s prior written notice to registered Warrantholders. In
the event the Warrants are not exercised within twenty (20) days of being called
by the Company, the Warrants will expire and may not be exercised
thereafter.

This Warrant Certificate is issued subject to the following
terms and conditions:

     1. Definitions of Certain
Terms. Except as may be otherwise clearly required by the context, the
following terms have the following meanings:

     1.1
"Common Stock" means the "restricted" shares of common stock, $0.00001 par
value, of the Company.

     1.2
"Company" means LAKE VICTORIA MINING COMPANY, INC., a Nevada corporation.

     1.3
"Exercise Price" means the price at which the Warrantholder may purchase one
share of Common Stock (or securities obtainable in lieu of one share of Common
Stock) upon exercise of one Warrant as determined from time to time pursuant to
the provisions hereof.

     1.4
"Securities" means the securities obtained or obtainable upon exercise of the
Warrants or securities obtained or obtainable upon exercise, exchange, or
conversion of such securities.

-1-




     1.5
"Warrant Certificate" means a certificate evidencing Warrants. 1.6
"Warrantholder" means a record holder of Warrants or Securities. 1.7 "Warrants"
means the warrants evidenced by this certificate.

     2. Exercise of Warrants.
The Warrants evidenced by this Warrant Certificate may be exercised by
surrendering this Warrant Certificate along with the Warrant Exercise Form duly
executed by the Warrantholder or by its duly authorized attorney, at the office
of the Company at 1781 Larkspur Drive, Golden, Colorado 80401 or at such other
officer or agency as the Company may designate, accompanied by payment of $0.40
for each share purchased, in lawful money of the United States. The Securities
to be obtained on exercise of the Warrants will be deemed to have been issued,
and any person exercising the Warrants will be deemed to have become a holder of
record of those securities, as of the date of the surrender of this Warrant
Certificate and the payment of the Exercise Price.

     3. Adjustments in Certain
Events. The number, class and price of Securities for which this Warrant
Certificate may be exercised are subject to adjustment from time to time upon
the happening of certain events as follows:

     3.1 If
the outstanding shares of Common Stock are divided into a greater number of
shares or a dividend in stock is paid on the Common Stock, the number of shares
of Common Stock for which the Warrants are then exercisable will be
proportionately increased; and, conversely, if the outstanding shares of Common
Stock are combined into a smaller number of shares of Common Stock, the number
of shares of Common Stock for which the Warrants are then exercisable will be
proportionately reduced. The increases and reductions provided for in this
Section 3.1 will be made with the intent and, as nearly as practicable, the
effect that neither the percentage of the total equity of the Company obtainable
on exercise of the Warrants nor the price payable for such percentage upon such
exercise will be affected by any event described in this Section 3.1.

     3.2 In
case of any change in the Common Stock through merger, consolidation,
reclassification, reorganization, partial or complete liquidation, or other
change in the capital structure of the Company, then, as a condition of the
change in the capital structure of the Company, lawful and adequate provision
will be made so that the holder of this Warrant Certificate will have the right
thereafter to receive upon the exercise of the Warrants the kind and amount of
shares of stock or other securities or property to which he would have been
entitled if, immediately prior to such merger, consolidation, reclassification,
reorganization, recapitalization, or other change in the capital structure, he
had held the number of shares of Common Stock obtainable upon the exercise of
the Warrants. In any such case, appropriate adjustment will be made in the
application of the provisions set forth herein with respect to the rights and
interest thereafter of the Warrantholder, to the end that the provisions set
forth herein will thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the exercise of the Warrants. The Company will not permit any change in its
capital structure to occur unless the issuer of the shares of stock or other
securities to be received by the holder of this Warrant Certificate, if not the
Company, agrees to be bound by and comply with the provisions of this Warrant
Certificate.

-2-




     3.3 When
any adjustment is required to be made in the number of shares of Common Stock,
other securities, or the property purchasable upon exercise of the Warrants, the
Company will promptly determine the new number of such shares or other
securities or property purchasable upon exercise of the Warrants and (i) prepare
and retain on file a statement describing in reasonable detail the method used
in arriving at the new number of such shares or other securities or property
purchasable upon exercise of the Warrants and (ii) cause a copy of such
statement to be mailed to the Warrantholder within thirty (30) days after the
date when the event giving rise to the adjustment occurred.

     3.4 No
fractional shares of Common Stock or other securities will be issued in
connection with the exercise or any Warrants.

     3.5
Notwithstanding anything herein to the contrary, there will be no adjustment
made hereunder on account of the sale of the common Stock or other Securities
purchasable upon exercise of the Warrants.

     4. Reservation of
Securities. The Company agrees that the number of shares of Common Stock and
other Securities sufficient to provide for the exercise of the Warrants upon the
bases set forth above will at all times during the term of the Warrants be
reserved for exercise.

     5. Validity of Securities.
All securities delivered upon the exercise of the Warrants will be duly and
validly issued in accordance with their terms, and the Company will pay all
documentary and transfer taxes, if any, in respect of the original issuance
thereof upon exercise of the Warrants.

     6. No Rights as a
Shareholder. Except as otherwise provided herein, the Warrantholder will
not, by virtue or ownership of Warrants, be entitle to any rights of a
shareholder of the Company but will, upon written request to the Company, be
entitled to receive such quarterly or annual reports as the Company distributes
to its shareholders.

     7. Notice. Any notices
required or permitted to be given hereunder will be in writing and may be served
personally or by mail or other comparable delivery service at the address
determined below or at such other address as the party receiving notice has
theretofore furnished to the notifying party: 

-3-





	If to the Company: 	LAKE VICTORIA MINING COMPANY, INC. 
	  	1781 Larkspur Drive 
		Golden, Colorado
    80401  
	  	  
	If to the Warrant holder: 	Robert H. and Shirley B. Norris Real Estate
      Trust dated 6-29-81 
	  	Number One, Moon Mountain Trail 
	  	Phoenix, AZ 
	  	85023 


Any notice given by mail will be deemed effectively given
forty-eight (48) hours after mailing when deposited in the United States mail,
registered or certified mail, return receipt requested, postage prepaid and
addressed as specified above. Any notice given by courier or other comparable
form of delivery service will be deemed effectively given at the date and time
recorded for such delivery in the records of the delivery service.

     8. Applicable Law. This
Certificate will be governed by and construed in accordance with the laws of the
State of Nevada. Exclusive jurisdiction and venue of any action brought by
either party arising from this Warrant will be the state or federal courts of
the State of Nevada.

     Dated as of
_________________.

	 	LAKE VICTORIA MINING COMPANY, INC.

	 	  
	 	  
	 	BY: /s/Roger Newell_
	 	           
       Roger Newell, President 


-4-