ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT is dated and made for reference effective as fully executed on this 22^nd day of September, 2005.

BETWEEN:

INTERNATIONAL MINERAL RESOURCES LTD., a company duly incorporated under the laws of the Turks and Caicos Islands and having an office address located at No. 1 Caribbean Place, P.O. Box 97, Leeward Highway, Providenciales, Turks and Caicos Islands;

(the Assignor);

OF THE FIRST PART

AND:

LAKEFIELD VENTURES, INC., a company duly incorporated under the laws of the State of Nevada and having an address for notice and delivery located at 10580 N. McCarran Blvd., Building 115-208, Reno, Nevada, 89503;

(the Assignee);

OF THE SECOND PART

(the Assignor and the Assignee being hereinafter singularly also referred to as a Party and collectively referred to as the Parties as the context so requires).

WHEREAS:

A.

The Assignor is a body corporate subsisting under and registered pursuant to the laws of the Turks and Caicos Islands;

B.

The Assignor is a creditor of United Energy Metals S.A., a company incorporated under the laws of Argentina, in the amount of US$70,300, which is owing from United Energy Metals S.A. to the Assignor (the Debt);

C.

The Assignor is the owner of an option (the Option) to acquire 499 shares in the capital stock of United Energy Metals S.A. pursuant to an Option Agreement entered into between the Assignor and United Energy Metals S.A., dated September 21, 2005 (the Option Agreement).  

D.

United Energy Metals S.A. is in the business of acquiring, exploring and developing mineral properties in Argentina and is the legal and beneficial owner of certain permits and applications for uranium exploration and exploitation in the Province of Chubut, Argentina;

E.

The Assignor desires to assign and transfer the Debt and the Option it holds to acquire 499 shares of capital stock of United Energy Metals S.A. to the Assignee in exchange for certain consideration in accordance with the terms and conditions of this Agreement;

F.

The Assignee is prepared to accept the assignment and transfer of the Debt and the Option;

G.

The Parties hereto have agreed to enter into this Assignment Agreement (the Assignment Agreement) which formalizes, in its entirety, the Assignment Agreement, as contemplated, and which clarifies their respective duties and obligations in connection with the assignment by the Assignor to the Assignee of the Debt and the Option;

NOW THEREFORE THIS ASSIGNMENT AGREEMENT WITNESSETH that in consideration of the mutual promises, covenants and agreements herein contained, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as follows:

Article 1

SCHEDULES AND INTERPRETATIONS

1.1

Schedules.   For the purposes of this Assignment Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following shall represent the Schedules which are attached to this Assignment Agreement and which form a material part hereof:

    Schedule

   Description

Schedule A:

Acknowledgement of Representations, Warranties and Covenants by United Energy Metals S.A.; and

Schedule B:

Net Smelter Return Royalty.

1.2

Interpretation.   For the purposes of this Assignment Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)

the words herein, hereof and hereunder and other words of similar import refer to this Assignment Agreement as a whole and not to any particular Article, section or other subdivision of this Assignment Agreement;

(b)

any reference to an entity shall include and shall be deemed to be a reference to any entity that is a permitted successor to such entity; and

(c)

words in the singular include the plural and words in the masculine gender include the feminine and neuter genders, and vice versa.

2

Article 2

ASSIGNMENT AND TRANSFER OF THE DEBT AND THE OPTION HELD BY THE ASSIGNOR IN UNITED ENERGY METALS S.A. TO THE ASSIGNEE

2.1

Assignment of the Debt and the Option.   Subject to the terms and conditions hereof and based upon the representations and warranties contained in Articles 3 and 4 hereinbelow and prior satisfaction of the conditions precedent which are set forth in Article 5 hereinbelow, the Assignor hereby agrees, to assign and transfer at the Closing Date (as hereinafter determined) all of its respective rights, entitlement and interest in and to the Debt and the Option to the Assignee and the Assignee hereby agrees to accept the assignment and transfer of the Debt and the Option from the Assignor on the terms and subject to the conditions contained in this Assignment Agreement.

2.2

Consideration for Assignment of the Debt and the Option.   The total consideration to be paid by the Assignee to the Assignor on the Closing Date for the assignment of the Debt and the Option to the Assignee will be as follows:

(a)

US$50,000 by way of a bank draft or certified cheque;

(b)

issue to the Assignor 8,000,000 shares of the Assignee (the Purchase Price Common Shares), subject to applicable resale restrictions;

(c)

pay to the Assignor the Royalty as per Article 7 below; and

(d)

On or before ten (10) business days after the execution of this Assignment Agreement, the Assignee shall pay US$30,000 to the Assignor with the balance of US$20,000 to be paid on the Closing Date.  Such US$30,000 to be paid on or before 10 business days after execution of this Assignment Agreement shall be refundable if it is determined prior to the Closing Date that any shares which may be issued under the Option Agreement are not allowed to be registered to the Assignee due to any applicable Argentina laws.

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