Lake Victoria Mining Company, Inc.: Exhibit 10.21 - Filed by newsfilecorp.com






PROPERTY PURCHASE AGREEMENT 
Dated for reference May 5
, 2009 

BETWEEN: 

Geo Can Resources Company Limited (“Geo
Can”), a corporation incorporated and existing pursuant to the laws of Tanzania
with a registered office located at P.O. Box 80079, Dar es Salaam, United
Republic of Tanzania. 

(herein the “Seller”) 
Of the First
Part 

AND: 

Kilimanjaro Mining Company, Inc., a
corporation incorporated and existing pursuant to the laws of the State of
Nevada, U.S.A with a registered office located at 711 S. Carson Street, Carson
City, Nevada 89701 

(herein the “Purchaser”) Of the Second
Part 

WHEREAS: 

	R.1 	The Seller owns (i) a 100%, or (ii) a partial
      interest, or (iii) an option interest in certain Prospecting Licenses,
      Primary Mining Licenses or Applications more particularly described on
      Schedule “A” attached hereto and forming part of this Agreement (herein
      the “Property”) 
	  	  
	R.2 	The Seller has agreed to sell its interest in
      each License comprising the Property to the Purchaser on the terms and
      conditions hereinafter agreed to. 


NOW THEREFORE in consideration of the premises and the
respective covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, the Parties hereby covenant and agree as follows:


ARTICLE 1 
RECITALS 

	1.1 	Recitals 
	 	 
	  	Recitals R.1 and R.2 above, are hereby adopted
      and form part of this Agreement. 






ARTICLE 2

DEFINITIONS AND INTERPRETATION 

	2.1 	Definitions 


As used in this Agreement, the
following words and phrases shall have the following meanings, respectively:


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

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

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

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

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

	 	 	 
	 	(f) 	
      “Dollars” means the currency of the United
      States;

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

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

	 	 	 
	 	(i) 	
      “Schedule ” means”




	 	Schedule A: 	Description of Licenses and Seller’s Interest
    
	 	 	 
	 	Schedule B: 	Seller’s Ownership in each license 
	 	 	 
	 	Schedule C: 	Purchase price and Copy of Releases 
	 	 	 
	 	Schedule D: 	Closing Date, time and location. 
	 	 	 
	 	Schedule E: 	Board of Directors Resolutions of the Seller
      and the Purchaser Accepting the Property Purchase Agreement




	 



	2.2 	Entire Agreement

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



2 





	2.3 	
      Knowledge

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



ARTICLE 3 
PURCHASE AND SALE OF THE
PROPERTY

	3.1 	
      Purchase and Sale of Property

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

	 	 	 
	3.2 	
      Purchase Price

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

	 	 	 
	3.3 	
      Instruments of Transfer

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

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

	 	 	 
	3.4 	
      Closing

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



3 





	3.5 	
      Closing Documents



At Closing: 

	 	3.5.1 	The Seller shall deliver (if not previously
      delivered) 



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

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

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




	 	3.5.2 	
      The Purchaser shall deliver a release in favour of the
      Seller of the loan of $1,500,000 and a share certificate for 5,051,250
      shares of the Purchaser registered to the Seller, more completely
      described in Schedule C.



ARTICLE 4 
REPRESENTATIONS AND
WARRANTIES

	4.1 	
      Representations and Warranties of the
      Seller

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




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

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

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

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

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

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



4 





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

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




	4.2 	
      Representations and Warranties of the
      Purchaser

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

	 	 
	4.3 	
      Nature and Survival of
    Representations

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



ARTICLE 5 
GENERAL 

	5.1 	
      Notices

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



In the case of the Seller: 
Geo Can
Resources Company Limited 
Address: P.O. Box 80079, Dar es Salaam, Tanzania
Fax No.: 1-866-246-1028 
Attention: David Kalenuik 
Email:
geocaninfo@gmail.com 

with a copy to: 

Joanne McClusky 
Suite 810 - 675
Hastings Street West 
Vancouver, British Columbia V6B 3H7 
Fax No.:(604)
684-2349 

5 





	 	In the case of the Purchaser: 
	 	Address: 711 S. Carson Street, 
	 	Carson City, Nevada USA 89701 
	 	Fax No.: 1-866-246-1028 
	 	Attention: Heidi Kalenuik 
	 	Email: hkalenuik@kilimanjaromining.com
  



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

	 	 
	5.2 	
      Successors and Assigns

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

	 	 
	5.3 	
      Severability

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

	 	 
	5.4 	
      Counterparts

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

	 	 
	5.5 	
      Governing Law

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



              
IN WITNESS WHEREOF, each of the parties to this Agreement has executed or
caused this Agreement to be executed as of the date first above written. 

6 




GEO CAN RESOURCES COMPANY LIMITED 
By its authorized
signatory: 

Per: /s/David Kalenuik      
      
David Kalenuik, President 

KILIMANJARO MINING COMPANY, INC. 
By its authorized
signatory: 

Per: /s/Heidi Kalenuik        
      
Heidi Kalenuik, President 

7 




SCHEDULE A 

List of Licenses comprising the Property 

  Part 1 - Gold
License Prospects




  	 
	

          
	LICENSE 

          SNo 

      NO 	

          PROJECT NAME 
	Transferred 

          

        To 	Renewal 

          Application 

        No. 	Fresh 

          Appication 

        No. 	

          (SqKm) 
	

          Comments 
	

          PROSPECT 
	

          DISTRICT 

	 	 	 	 	 	 	 	 	 	 
	

          1 
	PL 

          2806/2004 	

          GEITA 
	

          Geo Can 
	HQ- 

          G15190 	

          
	

          21.59 
	

          
	

          Geita 
	

          Geita 

	

          
	

          
	

          
	

          
	

          
	

          HQ- 

        P17022 	

          20.85 
	Offer is out, 

          waiting for 

        License 	

          
	

          

	 	 	 	 	 	 	 	 	 	 
	

          2 
	PL 

          

      4511/2007 	MUSOMA BUNDA 

          MURANGI 	

          Geo Can 
	

          
	

          
	

          51.63 
	

          
	

          Masinono 
	

          Musoma 

	

          3 
	PL 

          

      4653/2007 	MUSOMA BUNDA 

          MURANGI/Kinyambwiga 	

          Geo Can 
	

          
	

          
	

          30.73 
	

          
	

          Kinyambwiga 
	

          Musoma 

	

          

        

        4 

        

        
	

          

        PL 

        3482/2005 

      
	

          

        MUSOMA BUNDA 

        MURANGI 

      
	

          

        

        Geo Can 

        

        
	

          

        HQ- 

        G15670 

        
	

          

        

        

        

        
	

          

        

        23.25 

        

        
	Offer is out, 

          waiting for 

        License, 

        anticipate 

        change in 

        size & rent 	

          

        

        Murangi 

        

        
	

          

        

        Musoma 

        

        

	

          
	

          
	

          
	

          
	

          
	HQ- 

          P19172 	

          12.14 
	Offer is not 

          out 	

          
	

          

	

          5 
	PL 

          4818/2007 	MUSOMA BUNDA 

          MURANGI 	

          Geo Can 
	

          
	

          
	

          29.11 
	

          
	

          Murangi 
	

          Musoma 

	

          6 
	PL 

          

      4815/2007 	MUSOMA BUNDA 

      MURANGI 	

          Geo Can 
	

          
	

          
	

          21.99 
	

          
	

          Murangi 
	

          Musoma 

	

          

        7 

        
	

          PL 

      3350/2005 
	

          MUSOMA BUNDA 

      MURANGI 
	

          

        Geo Can 

        
	

          HQ- 

        

        G15539 
	

          

        

        
	

          

        30.55 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Suguti 

        
	

          

        Musoma 

        

	

          
	

          
	

          
	

          
	

          
	HQ- 

          P18625 	

          15.27 
	Offer is not 

          out 	

          
	

          

	

          8 
	PL 

          3966/2006 	MUSOMA BUNDA 

          MURANGI 	

          Geo Can 
	

          
	

          
	

          72.57 
	

          
	

          Suguti 
	

          Musoma 

	

          

        

        

        9 

        

        

        
	

          

        

        PL 

        1880/2002 

        

      
	

          

        

        MUSOMA BUNDA 

        MURANGI 

        

      
	

          

        

        

        Geo Can 

        

        

        
	

          

        

        

        

        

        

        
	

          

        

        

        

        

        

        
	

          

        

        

        30.31 

        

        

        
	Expired - 

          applied 

        under fresh 

        application 

        for 100%; 

        waiting for 

        Application 

        number 	

          

        

        

        Murangi 

        

        

        
	

          

        

        

        Musoma 

        

        

        

	

          

        10 

        
	

          PL 

      3502/2005 
	

          MUSOMA BUNDA 

      MURANGI 
	

          

        Geo Can 

        
	

          HQ- 

        G15635 
	

          

        

        
	

          

        21.98 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Murangi 

        
	

          

        Musoma 

        

	

          
	

          
	

          
	

          
	

          
	HQ- 

          P19090 	

          10.99 
	Offer is not 

          out 	

          
	

          

	

          11 
	PL 

          5122/2008 	MUSOMA BUNDA 

          MURANGI 	

          Tan Geo 
	

          
	

          
	

          15.2 
	

          
	

          Suguti 
	

          Musoma 

	 	 	 	 	 	 	 	 	 	 
	

          12 
	PL 

          4531/2007 	

          UYOWA 
	

          Geo Can 
	

          
	

          
	

          95 
	

          
	

          Uyowa 
	

          Urambo 





8 






  	

          

        13 

        
	

          PL 

        3425/2005 
	

          

        UYOWA 

        
	 Geo
        Can 
	

          HQ- 

        G15593 
	 	

          

        170.33 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Uyowa 

        
	

          

        Uyowa 

        

	

          
	

          
	

          
	 		 HQ- 

          P18861 	

          85.17 
	Offer is not 

          out 	

          
	

          

	

          14 
	

          HQ-P16177 
	

          UYOWA 
	 Geo
        Can 
	
	 	

          170.92 
	Waiting for 

          PL
            Number 	

          Uyowa 
	

          Urambo 

	

          15 
	PL 

          5009/2008 	

          UYOWA 
	 Geo
        Can 
	
	 	

          244.32 
	

          
	

          Uyowa 
	

          Urambo 

	

          16 
	PL 

          4749/2007 	

          UYOWA 
	 Tan
        Geo 
	
	 	

          34.24 
	

          
	Kisimani 

          River
            and 

        Iseramigasi 	

          Urambo 

	

          17 
	PL 

          5153/2008 	

          UYOWA 
	 Geo
        Can 
	
	 	

          134.96 
	

          
	

          Uyowa 
	

          Uyowa 

	

          

        

        18 

        

        
	

          

        PL 

        3557/2005 

        
	

          

        

        UYOWA 

        

        
	 Geo
        Can 
	

          

        

        

        
	 	

          

        

        

        

        
	Missed 

          renewal 

        date. 

        Applied as 

        100%
          Fresh 

        application 	

          

        

        Igwisi 

        

        
	

          

        

        Uyowa 

        

        

	

          
	

          
	

          
	 		HQ- 

          P19113  	

          171.1 
	Offer is not 

          

        out 	

          
	

          

	

          

        

        

        19 

        

        

        
	

          

        

        PLR 

        4188/2006 

        

        
	

          

        

        

        KAHAMA
          SOUTH 

        

        

        
	 Geo
        Can 
	

          

        

        HQ- 

        G15842 

        

        
	 	

          

        

        

        184 

        

        

        
	100% 

          renewal. 

        There will 

        be changes 

        as it is for a 

        PL. Offer 

        not out. 	

          

        

        Kahama 

        South 

        

        
	

          

        

        

        Kahama 

        

        

        

	

          

        

        20 

        

        
	

          

        PLR 

        4189/2006 

        
	

          

        

        KAHAMA SOUTH 

        

        
	 Geo
        Can 
	

          

        HQ- 

        G15841 

        
	 	

          

        

        61.09 

        

        
	100% 

          renewal. 

        There will 

        be changes 

        as it is for a 

        PL. Offer 

        not out. 	

          

        

        Kahama 

        

        
	

          

        

        Kahama 

        

        

	 	 	 	 	 	 	 	 	 	 
	

          

        21 

        
	

          PL 

        2344/2003 
	

          

        BUHEMBA 

        
	 Tan
        Geo 
	

          HQ- 

        G15741 
	 	

          

        20.74 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Nyanza 

        
	

          

        Musoma 

        

	

          
	

          
	

          
	 		HQ- 

          P19452  	

          9.25 
	Offer is not 

          out 	

          
	

          

	22 	PL4892/2007 	BUHEMBA 	Tan
        Geo  		 	19.96 	 	Nyagubu 	Musoma 
	

          23 
	PL 

          2979/2005 	

          BUHEMBA 
	 Geo
        Can 
	HQ- 

          G15354 	 	

          68 
	

          
	

          Bunda South 
	

          Bunda 

	

          
	

          
	

          
	 		 

          HQ- 

        P17507 	

          34.92 
	Offer is out, 

          waiting for 

        License 	

          
	

          

	

          24 
	PL 

          4882/2007 	TARIME 

          NORTH
            MARA 	 Tan
        Geo 
	
	 	

          61.51 
	

          
	

          Tarime 
	Nyagisa/ 

          Tarime 
	

          25 
	PL 

          2677/2004 	TARIME 

          NORTH
            MARA 	 Tan
        Geo 
	
	 	

          77.91 
	

          
	

          Tarime 
	

          Tarime 

	

          

        

        26 

        

        
	

          

        PL 

        3340/2005 

        
	

          

        TARIME 

        NORTH MARA 

        
	 Geo
        Can 
	

          

        HQ- 

        G15540 

        
	 	

          

        

        194.56 

        

        
	Offer is out, 

          waiting for 

        License, 

        anticipate 

        change in 

        size & rent 	

          

        

        Ikoma 

        

        
	

          

        

        Tarime 

        

        





9 






  	

          
	

          
	

          
	

          
		HQ- 

          P18623 

        
	

          93.38 
	Offer is out, 

          waiting for 

        License 	

          
	

          

	

          

        

        27 

        
	

          

        PL 

        

        3341/2005 
	

          

        TARIME 

        

        NORTH MARA 
	Geo
        Can 

        
	

          

        HQ- 

        G15542 
	

          

        

        

        
	

          

        

        51.25 

        
	Offer is not 

          

        out, 

        anticipate 

        change in 

        size
          & rent 	

          

        

        Utegi 

        
	

          

        

        Tarime 

        

	

          
	

          
	

          
	

          
		

          HQ- 

        P18622 
	

          25.63 
	Offer is not 

          

        out 	

          
	

          

	

          

        

        28 

        
	

          

        PL 

        

        3339/2005 
	

          

        TARIME 

        

        NORTH MARA 
	Geo
        Can 
	

          

        HQ- 

        G15541 
	

          

        

        

        
	

          

        

        3.57 

        
	Offer is not 

          

        out, 

        anticipate 

        change in 

        size
          & rent 	

          

        

        Tarime 

        
	

          

        

        Tarime 

        

	

          
	

          
	

          
	

          
	HQ- 

          P18621 	

          
	

          1.79 
	Offer is not 

          

        out 	

          
	

          

	

          

        

        

        

        

        29 

        

        

        

        

        
	

          

        

        

        

        PL 

        

        3005/2005 

        

        

        

        
	

          

        

        

        

        TARIME 

        NORTH MARA 

        

        

        

        
	Tan
        Geo 

        

        
	

          

        

        

        

        HQ- 

        G15362 

        

        

        

        
	

          

        

        

        

        

        

        

        

        

        

        
	

          

        

        

        

        

        42.72 

        

        

        

        

        
	Only 

          applied
            for 

        renewal 

        (50% of 

        original 85 

        sq.km.) 

        

        Original 

        owner, 

        R.S.R. 

        applied for 

        fresh 

        application. 	

          

        

        

        

        

        Tarime 

        

        

        

        

        
	

          

        

        

        

        Mara 

        

        Tarime 

        

        

        

        

	

          30
	PL 

          4225/2007 	TARIME 

          NORTH
            MARA 	Geo
        Can 
	
	

          
	

          42.35 
	

          
	

          Kiagata 
	

          Musoma 

	

          31 
	PL 

          4873/2007 	TARIME 

          NORTH
            MARA 	Tan
        Geo 
	
	

          
	

          40.97 
	

          
	

          Tarime 
	

          Tarime 

	 	 	 		 	 	 	 	 	 
	

          32 
	PL 

          3355/2005 	NORTH MARA 

          NYABIGENA EAST 	Geo
        Can 
	
	

          
	

          24.06 
	

          
	Nyamwanga/ 

          

        Nyamongo 	

          Tarime 

	

          33 
	PL 

          4645/2007 	NORTH MARA 

          NYABIGENA EAST 	Geo
        Can 
	
	

          
	

          16.9 
	

          
	

          Tarime 
	

          Tarime 

	 	 	 	 	 	 	 	 	 	 
	

          

        34

        
	

          PL 

        3338/2005 
	

          

        KUBAISI-KISERYA 

        
	GeoCan 
	

          HQ- 

        G15538 
	

          

        

        
	

          

        25.52 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Kubaisi 

        
	

          

        Musoma 

        

	

          
	

          
	

          
			HQ- 

          P18620 
	

          12.76 
	Offer is not 

          

        out 	

          
	

          

	

          35 
	PL 

          4726/2007 	

          KUBAISI-KISERYA 
	GeoCan 
	
	

          
	

          106.29 
	

          
	

          Tarime 
	

          Tarime 

	

          36 
	PL 

          4833/2007 	

          KUBAISI-KISERYA 
	Tan
        Geo 
	
	

          
	

          27.34 
	

          
	Kiterere 

          

        Hills 	Tarime & 

          

        Serengeti 
	

          

        37 

        
	

          PL 

        3439/2005 
	

          KAHAMA 

        SHINYANGA 
	Geo
        Can 
	

          HQ- 

        G15592 
	

          

        

        
	

          

        47.74 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Wendele 

        
	

          

        Kahama 

        

	

          
	

          
	

          
			HQ-P 

          18860 
	

          23.87 
	Offer is not 

          

        out 	

          
	

          

	 	 	 	 	 	 	 	 	 	 
	

          

        

        38 

        

        
	

          

        PL 

        2747/2004 

        
	

          

        

        KALEMELA 

        

        
	Geo
        Can 
	

          

        HQ- 

        G15188 

        
	

          

        

        

        

        
	

          

        

        63.71 

        

        
	Offer is out, 

          waiting for 

        License, 

        

        anticipate 

        change in 

        size & rent 	

          

        

        Magu 

        

        
	

          

        

        Magu 

        

        





10 







  	

          
	

          
	

          
	

          
		HQ- 

          P16882 

        
	

          36.31 
	Offer is out, 

          waiting for 

        License 	

          
	

          

	

          

        39 

        

        
	

          PL 

        2910/2004 
	

          

        KALEMELA 

        
	

          

        

        
	

          HQ- 

        Geo
          Can 

        G15189 
	

          

        

        
	

          

        76.81 

        
	Offer is not 

          out, 

        anticipate 

        change in 

        size
          & rent 	

          

        Bunda South 

        
	

          

        Mara 

        

	

          
	

          
	

          
	

          
		HQ- 

          P17306 	

          39 	Offer is not 

          out 	

          
	

          

	

          

        

        40 

        

        

        
	

          

        PL 

        3006/2005 

        
	

          

        

        KALEMELA 

        

        
	

          

        

        

        

        
	

          

        HQ- 

        Geo
          Can 

        G15365 

        
	

          

        

        

        

        
	

          

        

        113.31 

        

        
	Offer is out, 

          waiting for 

        License, 

        anticipate 

        change in 

        size & rent 	

          

        

        Bunda 

        

        
	

          

        

        Mara 

        

        

	

          
	

          
	

          
	

          
		HQ- 

          P17617 	

          56.74 
	Offer is out, 

          waiting for 

        License 	

          
	

          

	 	 	 	 	 	 	 	 	 	 
	

          41 

        
	PL 

          5469/2008 	

          IGUSULE 
	

          Geo
            Can 

        
	
	

          
	

          23.01 
	

          
	

          Igusule East 
	Igusule 

          East 
	

          42 

        
	PL 

          2702/2004 	

          IGUSULE 
	

          Geo
            Can 

        
	
	

          
	

          23.01 
	

          
	

          Igusule 
	

          Igusule 

	 	 	 	 	 	 	 	 	 	 
	

          
	LICENSES 

          THAT 

        EXPIRED 	ASSOCIATED FRESH 

          APPLICATIONS: 
	

          
	

          
	

          
	

          
	

          
	

          
	

          

	
	PL 

          3557/2005 	HQ-P19113 
	
	
	
	
	
	
	

	
	PL 

          2309/2003 	

          HQ-P19149 	
	
	
	
	
	
	

	
	PL 

          3311/2005 	HQ-P19000 
	
	
	
	
	
	
	





Part 2 – Uranium Licenses Prospects 




  	SNo 	LICENSE NO 	PROJECT
        NAME	RENEWAL APPLIC. NO	FRESH APPLIC. NO. 	TRANSFERRED TO 	PROSPECT 	AREA (SqKm) 	COMMENTS 
	1 	PLR 4433/2007 	MBINGA 	 	 	Geo Can 	Mbinga 	1101 	Expires MAY 7/09 
	2 	PLR 4335/2007 	MBINGA 	 	 	Geo Can 	Litembo 	462.5 	Expires MAY 7/09 
	3 	PL 4254/2007 	MBINGA 	 	 	Geo Can 	Pulambili, Mbinga 	197.5 	
	4 	PLR 4345/2007 	MBINGA 	 	 	Geo Can 	Mbinga 	980 	Expires MAY 7/09 
	5 	PLR 4346/2007 	MBINGA 	 	 	Geo Can 	Mbinga 	307.1 	Expires MAY 23/09 
	6 	PL 4651/2007 	KIWIRA 	 	 	Geo Can 	Makete 	173 	Expires SEPT 17/09 
	7 	PL 4406/2007 	KIWIRA 	 	 	Geo Can 	Chunya/ Mbeya 	101.6 	
	8 	PL 4514/2007 	KIWIRA 	 	 	Geo Can 	Kyela 	139.6 	 
	9 	PL 4211/2007 	BAHI 	 	 	Tan Geo 	Bahi 	87.64 	 


  11











  	10 	PLR 4297/2007 	 NJOMBE 	HQ-G 15934	HQ -P 20180	 Geo Can 	Njombe 	282.2 	 
	11 	PL 4068/2007 	 LAKE RUKWA 	HQ-G 15882	HQ-P 19941	 Geo Can 	Chunya/ Mbeya 	268.8 	 
	12 	PLR 4692/2007 	MKUJU EAST 	 	 	Geo Can 	LIWALE 	423.5 	Expires SEPT 16/09 
	13 	PLR 4644/2007 	MKUJU EAST 	 	 	Geo Can 	Madaba North 	672.79 	Expires AUG 5/09 
	14 	PL 4339/2007 (LAKE VIC) 	BAHI – HOMBOLO 	 	 	Geo Can 	Bahi 	 	 




Note: Properties/Licenses
listed on Part 1 as 11, 16, 21, 22, 24, 25, 29, 31 and 36 and Part 2 as 9 are
titled in the name of Tan Geo Exploration Limited and Geo Can Resources Company
Limited has an Option to Purchase Property Agreement to acquire up to100%
ownership in each of them according to the terms and conditions of the
agreement. 
PL2747, 3006, 2910, 4339, 2702, 5469, 2806 and 4653 are under an
Option agreement with Lake Victoria Mining Company. 

12 




SCHEDULE B 

Seller’s interest in each License 

Seller holds 100% ownership interest in all licenses listed on
Schedule A, directly or indirectly. It should be noted that PL2747, 3006, 2910,
4339, 2702, 5469, 2806 and 4653 are under an Option agreement with Lake Victoria
Mining Company.




SCHEDULE C 

PURCHASE PRICE 

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

	 	 
	2. 	
      Purchaser to retain 6,350,300 restricted common shares of
      Lake Victoria Mining Company (LVCA:OTCBB) previously issued to the
      Purchaser by assignment of the Seller in regard to option agreements that
      the Seller entered into between itself and Lake Victoria Mining Company,
      Inc.

	 	 
	3. 	
      The delivery at Closing of 5,176,250 treasury shares of
      the Purchaser at a deemed price of $0.05



RELEASE FOR THE SELLER: 

May 05, 2009 

Re: Release in favour of the Seller, Geo Can Resources Company
Limited, for $1,500,000 loan amount advanced by Kilimanjaro. 

For good and valuable consideration, the receipt of which is
hereby acknowledged within the Property Purchase Agreement dated May 05, 2009,
Schedule A and C, Kilimanjaro Mining Company, Inc. (“the Releasor”), a
corporation incorporated and existing pursuant to the laws of the State of
Nevada, U.S.A., with a registered office located at 711 S. Carson Street, Carson
City, Nevada 89701, does release Geo Can Resources Company Limited, (“the
Releasee”), a corporation incorporated and existing pursuant to the laws of
Tanzania with a registered office located at P.O. Box 80079, Dar es Salaam,
United Republic of Tanzania, for any and all claims that the Releasor may have
against the Releasee for the loan amount of $1,500,000 that has been advanced to
the Releasee by the Releasor between 2007 and 2009.

The Releasor has executed or caused this Release to be executed
as of the date above. 

KILIMANJARO MINING COMPANY, INC. 
By its authorized
signatory: 

Per:
  /s/Heidi Kalenuik
       Heidi Kalenuik,
President 




SCHEDULE C (cont’d) 

RELEASE FOR PURCHASER: 

May 05, 2009 

Re: Release in favour of the Purchaser, Kilimanjaro Mining
Company, Inc. for shares previously assigned by Geo Can. 

For good and valuable consideration, the receipt of which is
hereby acknowledged within the Property Purchase Agreement dated May 05, 2009 in
Schedule C, Geo Can Resources Company Limited (“the Releasor”), a corporation
incorporated and existing pursuant to the laws of Tanzania with a registered
office located at P.O. Box 80079, Dar es Salaam, United Republic of Tanzania,
does release Kilimanjaro Mining Company, Inc., (“the Releasee”) a corporation
incorporated and existing pursuant to the laws of the State of Nevada, U.S.A.,
with a registered office located at 711 S. Carson Street, Carson City, Nevada
89701, for any and all claims that the Releasor may have against the Releasee
for the 6,450,300 Lake Victoria Mining Company, Inc. that the Releasor
previously assigned to the Releasee and that the Releasee holds as of the date
of this release. 

The Releasor has executed or caused this Release to be executed
as of the date above. 

GEO CAN RESOURCES COMPANY LIMITED

By its authorized signatory: 

Per:
  /s/David
Kalenuik
        David
Kalenuik, President 

15 




SCHEDULE D 
CLOSING DETAILS 

Closing Date:     May 5, 2009 

Location:            
Vancouver, B.C. 

Time:                   
1 PM PST 

Date: 

16 




SCHEDULE E 

BOARD OF DIRECTORS RESOLUTIONS 
ACCEPTING THE PROPERTY
PURCHASE AGREEMENT