Form of Subscription Agreement for US Subscribers

This Subscription form is for use by United States accredited investors.

COMPLETE the information on page 2 of this Subscription Agreement.

COMPLETE:

a US Investor Questionnaire (the “US Accredited Investor Questionnaire”) attached as Exhibit A to this Subscription Agreement; and

a Canadian Investor Questionnaire (the “Canadian Investor Questionnaire”, and together with the US Accredited Investor Questionnaire, the “Questionnaires”) attached as Exhibit B hereto.

Return this Subscription Agreement together with the subscription proceeds paid by certified cheque or bank draft to:

All other information must be filled in where appropriate.

EXECUTED by the Subscriber this _____ day of ______________, 2011. By executing this Subscription Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting are resident in the jurisdiction shown as the “Address of Subscriber” or “Address of Beneficial Purchaser”, respectively.

Lake Victoria Mining Company, Inc. (the “Issuer”).

The offering in the US (the “US Offering”) consists of up to 20,000,000 Units (“Units”) of the Issuer. Each Unit consists of one share (“Share”) of common stock (“Common Stock”) of the Issuer and one share purchase warrant (each a “Warrant”) entitling the holder to purchase an additional Share (each a “Warrant Share” and when referred to collectively with the Shares and Warrants, the “Securities”) at an exercise price of $0.30 (the “Exercise Price”) for six (6) months following the Closing Date.

$0.15 per Unit.

Issuer is also concurrently offering the 20,000,000 Units on similar terms in an offering (the “Concurrent Non-US Offering”) by way of private placement to offshore subscribers that are not U.S. Persons.

Up to $3,000,000 from the sale of Units.

The Units may be sold in jurisdictions in the US where they may be lawfully sold (the “Selling Jurisdictions”).

The offering will be made in accordance with the following exemptions:

(a)

the Accredited Investor exemption as provided by Rule 506 of Regulation D promulgated under the 1933 Act;

(b)

one of categories of registration and prospectus exemptions provided in National Instrument 45-106 (“NI 45-106”) of the Canadian Securities Administrators adopted by the British Columbia Securities Commission (the “BCSC”) and other provincial securities commissions; and

(c)

such other exemptions as may be available the securities laws of the Selling Jurisdictions.

The Shares and Warrants will not be registered with the United States Securities and Exchange Commission (the “SEC”) and will be tradable in compliance with Rule 144 restricted periods.

The Subscriber acknowledges that any resale of any of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

The Subscriber acknowledges that in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell any of the Securities in Canada under (i) the Securities Act (British Columbia) (the “BC Act”) (ii) the applicable provincial securities laws and British Columbia Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets (“BCI 51-509”) as adopted by the BCSC, (iii) National Instrument 45-102 – Resale of Securities (“NI 45-102”) as adopted by the Canadian Securities Administrators (the “CSA”).and (iv) the securities laws, regulations, rules and policies of the securities commissions or other regulatory bodies having jurisdiction in Canada ( the “Canadian Securities Laws” and when referred to collectively with the BC Act, BCI 51-509 and NI 45-102, the “Applicable Canadian Securities Laws”).

The Subscriber acknowledges that the certificates representing the Shares and the Warrant Shares will bear the following legends:

“THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

The Subscriber acknowledges that the certificate(s) representing the Warrants will bear the following legends:

“THESE WARRANTS AND THE SECURITIES THAT MAY BE ISSUED UPON THE EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.

The completion of the sale and purchase of the Units will take place in one or more closings, on a date or dates as agreed to by the Issuer and the

Subscriber (the “Closing Date”).  

The Issuer intends to use the proceeds from the sale of the Units for exploration on its Tanzanian mineral projects and working capital purposes

The Issuer is incorporated under the laws of the State of Nevada.

Certain market makers make market in the Issuer’s shares of common stock on the Financial Industry Regulatory Authority’s OTC Bulletin Board.

“1933 Act” means the United States Securities Act of 1933, as amended;

“1934 Act” means the United States Securities Exchange Act of 1934, as amended;

“Applicable Legislation” means the Securities Legislation Applicable to the Issuer (as defined on page 5) and all legislation incorporated in the definition of this term in other parts of the Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions (as defined herein);

“BC Act” has the meaning ascribed to it in the Terms;

“BCI 51-509” has the meaning ascribed to it in the Terms;

“BC Legend” has the meaning ascribed to it in section 4.3 hereto.

“BCSC” has the meaning ascribed to it in the Terms;

“Beneficial Purchaser” means a person for whom the Subscriber is acting in purchasing the Units who will be the beneficial owner of the Securities within the meaning attributed to it by Rule 13d-3 adopted by the SEC under the 1934 Act;

“Closing” means the completion of the sale and purchase of the Units;

“Closing Date” has the meaning ascribed to it in the Terms;

“Common Stock” has the meaning ascribed to it in the Terms;

“Commissions” means the Commissions with Jurisdiction over the Issuer (as defined on page 5) and the securities commissions incorporated in the definition of this term in other parts of the Subscription Agreement;

“Concurrent Non-US Offering” has the meaning ascribed to it in the Terms;

“Final Closing Date” means the final closing date of the US Offering and Concurrent Non-US Offering, whichever is later. In the event that the Concurrent Non-US Offering does not close the Final Closing Date shall be the Closing Date;

“General Provisions” means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 5 to 13;

“Issuer” has the meaning ascribed to it in the Terms;

“NI 45-106” has the meaning ascribed to it in the Terms;

“Private Placement” means the offering of the Securities on the terms and conditions of this Subscription Agreement;

“Share” has the meaning ascribed to it in the Terms;

“SEC” has the meaning ascribed to in the Terms;

“Securities” means the Shares, the Warrants and the Warrant Shares, as defined in the Terms;

“Selling Jurisdictions” has the meaning ascribed to it in the Terms;

“Subscriber” means a U.S. person;

“Subscription Agreement” means the first (cover) page, the Terms on pages 3 to 5, the General Provisions on pages 5 to 13, the Questionnaires and the other schedules and appendices incorporated by reference; and

“Terms” means those portions of the Subscription Agreement headed “Terms” and contained on pages 3 to 5.

“Units” has the meaning ascribed to it in the Terms;

“US Offering” has the meaning ascribed to it in the Terms;

“U.S. Person” has the meaning as defined by Regulation S under the U.S. Securities Act which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States;

“Warrant” has the meaning ascribed to it in the Terms;

“Warrant Share” has the meaning ascribed to it in the Terms;

the Subscriber acknowledges that the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation;

by completing the Questionnaires, if applicable, the Subscriber is representing and warranting the Subscriber is an “Accredited Investor”, as the term is defined in Regulation D of the 1933 Act and that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106;

the decision to execute this Subscription Agreement and acquire the Securities 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 Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with the SEC in compliance, or intended compliance, with applicable securities legislation;

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Securities 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 Issuer;

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

all of the information which the Subscriber has provided to the Issuer is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement being executed by the Issuer, the Subscriber will immediately provide the Issuer with such information;

the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaires and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement or the Questionnaires;

the Subscriber will indemnify and hold harmless the Issuer 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 Subscriber contained in this Subscription Agreement, the Questionnaires or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith;

the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, 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 accordance with any other applicable securities laws;

the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and

applicable resale restrictions;

in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell any of the Securities in Canada under the BC Act and BCI 51-509;

the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus to issue the Securities and, as a consequence of acquiring the Securities pursuant to such exemption certain protections, rights and remedies provided by the applicable securities legislation of British Columbia including statutory rights of rescission or damages, will not be available to the Subscriber;

others will rely upon the truth and accuracy of the representations and warranties contained in this Section 2.1 and if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Issuer;

neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

no documents in connection with the sale of the Securities hereunder have been reviewed by the SEC or any state securities administrators;

there is no government or other insurance covering any of the Securities; and

this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason whatsoever.

the Subscriber is a U.S. Person;

the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;

it has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber 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 Subscription Agreement on behalf of the Subscriber;

the entering into of this Subscription 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 the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

the Subscriber has received and carefully read this Subscription Agreement;

the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the entire investment;

the Subscriber has made an independent examination and investigation of an investment in the Units and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the Issuer will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Units and the Issuer;

the Subscriber (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, and (iii) is able to bear the economic risks of an investment in the Units for an indefinite period of time;

the Subscriber (i) is able to fend for him/her/itself in the Subscription; (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 Units; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

all information contained in the Questionnaires is complete and accurate and may be relied upon by the Issuer;

the Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and the Questionnaires and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer;

the Subscriber is purchasing the Units 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 is such Units, and the Subscriber has not subdivided his interest in the Units with any other person;

the Subscriber is not an underwriter of, or dealer in, the shares of common stock of the Issuer, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;

the Subscriber has previously invested in the Company and/or has a pre-existing relationship with the Company, is not aware of any advertisement of any of the Units and is not acquiring the Units 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;

no person has made to the Subscriber any written or oral representations:

that any person will resell or repurchase any of the Units,

that any person will refund the purchase price of any of the Units,

as to the future price or value of any of the Units, or

that any of the Units will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Units of the Issuer on any stock exchange or automated dealer quotation system; and

the Subscriber acknowledges and agrees that the Issuer shall not consider the Subscriber’s Subscription for acceptance unless the undersigned provides to the Issuer, along with an executed copy of this Subscription Agreement:

a fully completed and executed copy of each of the Questionnaires in the forms attached hereto as Exhibit A and Exhibit B, and

such other supporting documentation that the Issuer or its legal counsel may request to establish the Subscriber’s qualification as a qualified investor.

a subsequent trade in the Securities in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of Applicable Canadian Securities Laws unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend specified in BCI 51-509 (the “BC Legend”) or the restrictive legend specified in NI 45-102 (the “CSA Legend”);

the Subscriber is not a resident of Canada and undertakes not to trade or resell any of the Securities in or from Canada unless the trade or resale is made in accordance with BCI 51-509 or NI 45-102, as applicable. The Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of these representations and warranties made in this Section 4 and agrees that if such representations and warranties are no longer accurate or have been breached, the Subscriber shall immediately notify the Issuer;

by executing and delivering this Subscription Agreement and as a consequence of the representations and warranties made by the Subscriber in this Section 4, the Subscriber will have directed the Issuer not to include the BC Legend or the CSA Legend on any certificates representing the Securities to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of BCI 51-509 or NI 45-102, and any subsequent trade in any of the Securities in or from British Columbia or any other jurisdiction of Canada will be a distribution subject to the prospectus and registration requirements of Applicable Canadian Securities Laws; and

if the Subscriber wishes to trade or resell any of the Securities in or from British Columbia or any other jurisdiction of Canada, the Subscriber agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Issuer’s transfer agent to have the BC Legend or the CSA Legend, as applicable, imprinted on such certificate or to instruct the Issuer’s transfer agent to include the BC Legend or the CSA Legend, as applicable on any ownership statement issued under a direct registration system or other book entry system.

the Issuer may deliver to a provincial securities commission in Canada and/or the SEC certain personal information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone number, the number of shares or other securities of the Issuer owned by the Subscriber, the number of Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption relied on by the Issuer and the date of distribution of the Securities,

such information is being collected indirectly by a provincial securities commission in Canada under the authority granted to it in securities legislation, and

such information is being collected for the purposes of the administration and enforcement of the securities legislation of Canada.

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000.

A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000 excluding the value of the primary residence of such natural person, calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property, up to the estimated fair market value of the property.

A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.

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

(Instructions to Subscriber: 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).

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

if the Subscriber has checked box C in Section 3 above, the executive officer, director or founder of the Company with whom the undersigned has the relationship is:

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

if the Subscriber has ticked box F in Section 1 or box E in Section 3 above, the Subscriber 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):