SCHEDULE B TO THE SUBSCRIPTION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT (I) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES), PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED; (II) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED; OR (III) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED.

Form 45-103F1 Offering Memorandum
December 7, 2004
▇▇▇▇▇▇▇ LAKE MINERALS INC.
("▇▇▇▇▇▇▇ Lake")
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇.▇
▇▇▇ ▇▇▇
phone: ▇▇▇-▇▇▇-▇▇▇▇

▇▇▇▇▇▇▇ Lake is not currently listed or quoted on any securities exchange. ▇▇▇▇▇▇▇ Lake is a reporting issuer in the United States. ▇▇▇▇▇▇▇ Lake is not a SEDAR filer.

You will be restricted from selling your securities for an indefinite period. See item 10.

You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this Offering Memorandum, you have the right to ▇▇▇ either for damages or to cancel the agreement. See item 11.

We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons.

Material Agreements: We own a 100% interest in two mineral claims (PAC 1 and PAC 2) located in the Coast Range mountains in south-west British Columbia near Squamish, in the Lillooet Mining Divisions, consisting of an aggregate of 40 units. The PAC claims were acquired by our Company for a cash payment of US$7,500 from ▇▇▇▇▇▇▇▇▇ & Associates and subsequently transferred to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ who holds the PAC claims in trust, as President, on behalf of the Company.

Acquisition of PAC Claims: Pursuant to the Property Acquisition Agreement dated April 11, 2004, ▇▇▇▇▇▇▇ Lake acquired a 100% undivided mineral interest in the PAC claims from ▇▇▇▇▇▇▇▇▇ & Associates Natural Resources Development Inc. ("▇▇▇▇▇▇▇▇▇") for cash consideration of US$7,500. ▇▇▇▇▇▇▇▇▇ retained a 7.5% Gross Rock Royalty and 2.5% Net Smelter Return Royalty on the mineral claims, but ▇▇▇▇▇▇▇ Lake has a right to repurchase 1.5% of the Net Smelter Return Royalty interest at a price of approximately US$1,000,000 within 12 months from commencement from commercial production. Under the Property Acquisition Agreement, we will have to pay ▇▇▇▇▇▇▇▇▇ approximately US$25,000 per year as advance royalties commencing April 11, 2007. If we fail to pay ▇▇▇▇▇▇▇▇▇ the US$25,000 by April 11, 2007, we must transfer ownership of the mineral claims back to ▇▇▇▇▇▇▇▇▇. As part of the $7,500 purchase price for the mineral interests, ▇▇▇▇▇▇▇▇▇ will provide geological consulting services for the claims and maintain the claims in good standing until April 11, 2006.

The PAC Claims consist of two mineral claims representing a total of 40 units that has been staked and recorded as a four post claim. In the Province of British Columbia, each unit equals 25 hectares. The following table sets forth the details of the claim.

Interest in Mineral Claims: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ staked the claims. ▇▇▇▇▇▇▇▇▇ has agreed to maintain the claims in good standing until November 5, 2005. In order to keep our mineral claims in good standing, a registered owner has to pay approximately $4,400 to the Mineral Titles Branch of the British Columbia government, or instead, complete and file assessment work equivalent to $4,400 each year prior to November 5, 2005. ▇▇▇▇▇▇▇ Lake may allocate to future years any assessment work completed for greater than $4,400. After November 5, 2005, we need to spend approximately $8,800 per year to keep the mineral claims in good standing. The mineral claims are recorded in the name of ▇▇. ▇▇▇▇▇▇▇▇▇▇ to avoid the extra costs of creating a wholly-owned subsidiary British Columbia company to hold title. ▇▇. ▇▇▇▇▇▇▇▇▇▇ has signed a Declaration of Trust stating that he is holding the PAC claims in trust and on behalf of ▇▇▇▇▇▇▇ Lake.

Under British Columbia law, title to British Columbia mining claims can only be held by British Columbia residents. In the case of corporations, title must be held by a British Columbia corporation. Since we are a Nevada corporation, we can never possess a legal mining claim to the land. In order to comply with the law we would have to incorporate a British Columbia wholly owned subsidiary corporation and obtain audited financial statements. We believe these costs are not necessary. If we decide to form a wholly-owned British Columbia corporation, it will have to pay a minimum of $500 and register other documentation to be able to file a ▇▇▇▇ of Sale on the Company's behalf. The decision to record or not record the mineral claim in our name is solely within our discretion.

Geology Report: In May 2004, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.▇▇▇. was hired by ▇▇▇▇▇▇▇▇▇ under the Property Acquisition Agreement to provide an initial Geology Report on the PAC Claims. ▇▇. ▇▇▇▇▇▇▇▇▇ has 28 years experience as a consulting geologist. He graduated from the University of British Columbia, Canada, with degrees in Economic in 1971 and Geology in 1973. He is a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia (No. 20464) and a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta (No. 36214). The purpose of this report was to evaluate the area of the claim group, and the prior exploration work conducted on the claims, and to recommend an exploration program. ▇▇. ▇▇▇▇▇▇▇▇▇ recommended an initial two phase exploration program, Phase I consists of geological sampling and mapping programme on the property and is estimated to cost approximately $6,200. Phase II will be contingent on the success of Phase I and will consist of more detailed mapping and sampling any newly discovered areas of interest at a proposed cost of approximately $11,600. The decision to conduct additional exploration on the PAC claims will be based on the results of Phases I and II. The full scope and cost of this additional work will not be known until the completion of the previous work completed in Phase I and Phase II.

* Both of our officers and directors currently act in their respective capacities without compensation.

1. During the past 10 years there has been no penalty or sanction against

1. any of our directors, senior officers or control persons, or
2. an issuer of which a person or company referred to in (i) above was a director, senior officer or control person at that time.

1. During the past 10 years there has been no declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, with regard to any

1. of our director, senior officers or control person, or;

If you purchase these securities, you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer.

▇▇▇▇▇▇▇ Lake Minerals, Inc.
(An Exploration Stage Company)

November 30, 2004

▇▇▇▇▇▇▇ Lake Minerals, Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US dollars)

F-1

(The accompanying notes are an integral part of the financial statements)

▇▇▇▇▇▇▇ Lake Minerals, Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US dollars)
(Unaudited)

F-2

(The accompanying notes are an integral part of the financial statements)

▇▇▇▇▇▇▇ Lake Minerals, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)

F-3

(The accompanying notes are an integral part of the financial statements)

1. Exploration Stage Company

The Company was incorporated in the State of Nevada on January 5, 2004. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard ("SFAS") No.7. The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company's interests in the underlying properties, and the attainment of profitable operations. As at November 30, 2004, the Company has accumulated losses of $60,792 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective July 22, 2004, to register 1,113,000 shares of common stock for resale by existing shareholders of the Company. The Company did not receive any proceeds from the resale of shares of common stock by the selling stockholders.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is May 31.

b) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

c) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

d) Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2004, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

e) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

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2. Summary of Significant Accounting Policies (continued)

f) Property and Equipment

Property and equipment consists of office equipment recorded at cost and amortized on a straight-line basis over a three-year period.

g) Mineral Property Costs

The Company has been in the exploration stage since its formation on January 5, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

h) Financial Instruments

Financial instruments, which includes cash, prepaid expenses and accounts payable and accrued liabilities, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company's operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

i) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

j) Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. The financial statements of the Company are translated to United States dollars in accordance with SFAS No. 52 "Foreign Currency Translation". Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

k) Recent Accounting Pronouncements

In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"), which supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on the Company's financial statements.

l) Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

6

3. Property and Equipment

4. Related Party Balances/Transactions

a) During the six months ended November 30, 2004, the Company recognized a total of $3,000 for donated services provided by the President of the Company.

b) On March 1, 2004, the Company paid a finder's fee of $5,250 to a director of the Company. Refer to Note 6(b).

5. Mineral Properties

The Company entered into an Agreement dated April 11, 2004 to acquire a 100% interest in two mineral claims located near Pemberton, British Columbia, Canada, in consideration for a cash payment of $7,500. The claims are subject to a 2.5% net smelter returns royalty and a 7.5% gross rock royalty. Advance royalty payments of $25,000 are due each year commencing April 17, 2007.

6. Common Shares

a) On January 5, 2004 the Company issued 2,000,000 shares of common stock at a price of $0.001 per share for cash proceeds of $2,000.

b) On March 1, 2004 the Company issued 1,050,000 shares of common stock at a price of $0.05 per share for cash proceeds of $47,250 after payment of a $5,250 finder's fee to a director of the Company.

c) On March 16, 2004 the Company issued 41,000 shares of common stock at a price of $0.25 per share for cash proceeds of $9,025 after payment of a $1,225 finder's fee.

d) In June 2004, the Company issued 22,000 shares of common stock at a price of $0.01 per share for cash proceeds of $220.

7

Dated this 7th day of December, 2004.

This offering memorandum does not contain a misrepresentation.

▇▇▇▇▇▇▇ Lake Minerals Inc.

by:_______________________________________
       ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
       President

by: ______________________________________
       ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
       Secretary Treasurer

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