Lake Victoria Mining Company, Inc.: Exhibit 10.22 - Filed by newsfilecorp.com






RENEWED MINERAL PROPERTIES PURCHASE FINANCING AGREEMENT
Dated for Reference the __________day of October, 2009

BETWEEN:

LAKE VICTORIA COMPANY INC. a corporation existing
pursuant to the laws of the state of Nevada, United States of America
with a registered address at 1781 Larkspur Drive, Golden, Colorado
80401 U.S.A.

(hereinafter called "Lake Victoria") (Of the First
Part)

And 

DIRECTOR WITH COMPANY of P.O Box ____________Dar es
Salaam United Republic of Tanzania.

(hereinafter called 'Director with Company")
 (Of the
Second Party)

WHEREAS

	R.1 	
      Director with Company entered into a Mineral
      Properties Purchase Financing Agreement dated May 23, 2009 with
      Kilimanjaro Mining Company, Inc. (“Kilimanjaro”), a Nevada corporation
      with an address at 711 S. Carson Street, Carson City, Nevada, USA 89701
      regarding primary mining licenses located in Tanzania (the “Initial
      Agreement”) 

	  	
       

	R.2 	
      Subsequent to the Initial Agreement, Kilimanjaro became a
      wholly owned subsidiary of Lake Victoria and Lake Victoria acquired the
      rights and assumed the obligations of Kilimanjaro in the Initial
      Agreement. 

	  	
       

	R.3 	
      The parties hereto have decided to replace the Initial
      Agreement in its entirety with this renewed agreement (“Renewal
      Agreement’). 

	  	
       

	R.4 	
      Director with Company is a shareholder and a Director of
      Lake Victoria Inc. and works closely with Lake Victoria in the development
  by Lake Victoria of mining properties in Tanzania (the “Project”).  

	  	
       

	R.5 	
      Director with Company has identified various mineral
      rights in the form of Primary Mining License(s) (“PML(s)”) owned by PML
      Owners (the “PML Owners”) and some mineral rights held by Pre-PML owners
      (the “Pre-PML Owners”), which have not yet been issued in the form of a
      PML. Director with Company has entered into Agreements
with: (i) the PML Owners to acquire the PMLs; and (ii)
      the Pre-PML Owners to acquire the mineral rights when converted to a PML
      all of which are described in schedule “A” attached hereto and forming
  part of this Renewal Agreement. 






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	R.6 	
      Director with Company and Lake Victoria have agreed that
      the latter has provided and shall continue to provide all the finances
      required to acquire and develop the PML(s) and any SML(s) acquired upon
      conversion of PMLs to a SML(s) comprising the Project; and that the Lake
      Victoria has and will continue to have a 100 percent beneficial interest
      in all PMLs and SMLs acquired by Director with Company pursuant to the
      Initial and this Renewal Agreement. 

	  	
       

	R.7 	
      The parties hereto have identified and are in the process
      of identifying those PMLs and Pre-PMLs suitable for conducting mineral
      exploration and advancing to mining and production stage, by means of a
      Special Mining License (“SML”)or SML Licenses. 

	  	
       

	R.8 	
      The parties hereto agree and acknowledge that Director
      with Company may be required By Lake Victoria to enter into additional PML
      Agreements to fulfill the Project's objectives. 

	  	
       

	R.9 	
      Director with Company acknowledges that he has no
      beneficial interest in the PML(s) and SML(s) and has agreed to execute all
      transfer forms required (contemporaneously with the execution of this
      Renewal Agreement) to assign or transfer all PML(s) and SML(s) acquired
      under the terms of this agreement to any person or company as solely
      determined by Lake Victoria. 



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the sum of $45,000 now paid by Lake Victoria to Director with Company, (the
receipt and sufficiency of which is hereby acknowledge, the
parties agree as follows:

Definitions:

$ means the currency of the United States of America.

"Commissioner' means the Commissioner for Minerals of the
Ministry of Energy and Minerals, located in Dar es Salaam, United Republic of
Tanzania ("Tanzanian”).

“Formal Registration” means registration of the registered
ownership of the Primary Mining Licenses in the name of Director with
Company and Special Mining Licenses in the name of the Lake Victoria or its
affiliate at the office of the Commissioner”.

"PML” means a Primary Mining License means a primary licence to
prospect for minerals granted under division D of Part IV of the Mining Act,
1998 (Tanzania) issued exclusively to Tanzanian citizens covering a period
of five years and subject to renewal. The maximum size for a primary
mining license for all minerals other than building materials shall be 10
hectares”.


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“PML Agreement(s)” means agreements between Director with
Company and the Primary Mining License Owners.
"Special Mining License" means: means a special mining licence
granted under Division B of Part IV, Section 40 of the Mining Act 1998 of
Tanzania. A Special Mining License shall be granted for a period not exceeding
twenty five years, and is renewable in accordance with Section 42 for a period
not exceeding twenty five years. The holder of a Special Mining License in
accordance with Section 43 has exclusive right to carry on mining
operations in the area covered by the License for the minerals specified
in the license

“SML” means a Special Mining License.

1.0 Recitals

1.1 The above recitals 1- 9 inclusive are true and correct and
form part of this Agreement.

2.0 Acquisition of PMLs and Transfer of PMLs to SML.

2.1 On behalf of Lake Victoria, Director with Company
has formally acquire the PMLs and PML Agreements listed in schedule “A” attached
to and forming part of this Renewal Agreement. 

2.2 Director with Company shall continue to supervise
exploration programs and other obligations of the PML Agreements and the PML(s)
as they may be agreed by both parties to this Renewal Agreement from time to
time in consideration of which Director with Company shall be paid $10.00 and
other good and valuable consideration, receipt of which is hereby acknowledged,
for his services to date upon delivery of this Renewal Agreement, the Bare
Trustee Declaration, the undated and incomplete PML and SML Transfer Forms.

2.3 Director with Company hereby undertakes, at the direction
of Lake Victoria, to acquire additional PML Agreements and PML(s) and to
amalgamate the said PMLs and apply to the Commissioner for Minerals for a
SML(s).

Bare Trustee

3.1 Director with Company acknowledges and agrees that
he does not have the financial capability to carry out the terms of the PML and
Pre-PML Agreements, and make the expenditures required to have the PMLs eligible
for the status of SML(s). Director with Company acknowledges and agrees that he
benefits and will continue to benefit as a shareholder and as a Director of Lake
Victoria from the Formal Registration, in the name of Lake Victoria or as
directed by Lake Victoria, of geographic area encompassed by the current and any
future PMLs as a SML(s).


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3.2 Director with Company acknowledges and agrees that he holds
the formal interest in the PML and Pre-PML Agreements, and any PML(s) registered
in his name as at the date of this Renewal Agreement and subsequently acquired
PML(s) and SMLs, acquired with the funding of Lake Victoria, pursuant to the
Initial Agreement and this Renewal Agreement, solely as a bare trustee with no
beneficial interest in the said PML and Pre-PML Agreements, PMLs and SML(s) and
has concurrently with the execution of this Renewal Agreement signed the Bare
Trustee Agreement attached to and forming part of this Renewal Agreement as
Schedule “B”.
3.3 Concurrently with the execution of this Agreement Director
with Company shall sign undated blank PML transfer forms (the “PML Transfer
Forms”) and undated blank SML transfer forms (the SML transfer forms) to effect
the formal transfer of the PML’s and SML(s) to Lake Victoria or as directed by
Lake Victoria and deliver them with this Renewal Agreement to the representative
of Lake Victoria if not previously delivered with the Initial Agreement.

3.4 Director with Company understand and agrees that the
transfer of the PMLs and SML(s) may be completed and dated at any time by Lake
Victoria to transfer the PMLs and SMLs to Lake Victoria or an affiliate
appointed by Lake Victoria by dating the forms and completing the PML or SML
registration details and filing the PML Transfer Forms and SML Transfer Forms
without notice to or the consent of Director with Company. 

3.5 All PML Agreements and PML certificates currently
registered to and subsequently registered to Director with Company evidencing
the formal ownership of the PML(s) acquired by Director with Company from the
PML owners shall be signed by Director with Company for transfer with the
details and date not completed and shall be delivered for safe keeping to Lake
Victoria’s representative concurrently with the deliveries described in clause
3.3 herein. 

3.6 For further clarity, all current and future PML and Pre-PML
Agreements, PML and SML certificates currently and subsequent registered to
Director with Company, , acquired by Director with Company from the PML owners
subsequent to the date of this Renewal Agreement shall be delivered forthwith to
Lake Victoria’s representative with Director with Company’s signature pursuant
to clause 3.5 herein.

4.0 Term

The term of this Renewal Agreement shall be for a period
expiring the earlier of ten years from the date of this Renewal Agreement and
the cessation of all business activities (for any reason at all) by Lake
Victoria in Tanzania. The Determination of cessation of business shall be
determined solely by Lake Victoria.

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5.0 Notices

Each notice, demand or other communication required or
permitted to be given under the Agreement shall be in writing and shall
be addressed or Faxed to such party at the address for such party specified
above. The date of receipt of such notice, demand or other communication shall
be the date of delivery thereof if delivered or, if given by facsimile shall be
deemed conclusively to be the next business day. Either party may at any time or
from time to time notify the other in writing of a change of address and the
new address to which notice shall be given to it thereafter until further
change.

If to Lake Victoria Mining Company, lnc. 
Tel:
303-526-5100 Fax: 303-526-5889 
Email: info@lvcamining.com
Mail: 1781
Larkspur Drive, Golden Colorado 80401 U.S.A. 
Attention: Roger Newell

If to Director with Company

Tel: 255 _____________Fax:_______________
Email: ______________@_____________.com 
Mail: P.0. Box ___________, Dar
es Salaam, Tanzania 
Attention: Ahmed Director with Company

6.0 General

6.1 This Agreement shall supersede and replace any other
Agreement or arrangement, whether oral or written, heretofore existing
between the parties and/ or affiliates in respect of the subject matter of this
Agreement.

6.2 No consent or waiver expressed or implied by either party
in respect of any breach or default by the other in the performance by
such other obligations hereunder shall be deemed or construed to be a consent to
or a waiver of any other breach or default;

6.3 The parties shall promptly execute or cause to be executed
all documents, deeds, conveyances and other instrument of further
assurance and do such further and other acts which-may be necessary
reasonable or advisable to carry out fully the intent of this Agreement; 

6.4 This Agreement shall enure to the benefit of and be binding
upon the Parties and their respective executors, administrators, successors and
assigns; 

6.5 This Agreement shall be governed by and construed in
accordance with the laws of United Republic of Tanzania;

6.6 Time shall be of the essence in this Agreement;


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6.7 Wherever the neuter and singular is used in this Agreement
it shall be deemed to include the plural, masculine and Feminine, as the case
may be;
6.8 This Agreement may be executed in two or more counterparts,
each of which will be deemed to be and all of which will
constitute one Agreement effective as of the reference date given above.

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as at the day and year first –above written.

NOW PARTIES in this Agreement set their hands in the
following manner:-

I, _____________________Advocate have gone through this
agreement in the presence of Director with Company. In this
agreement and I have read the contents of the agreement to him of whom he has
understood and he now set his hand to acknowledge and accept the terms and
conditions of the agreement.

	SIGNED and DELIVERED at the
      city 	) 	  
	of Dar es Salaam, Tanzania by 	) 	  
	DIRECTOR WITH COMPANY who 	) 	  
	is known to me personally and identified by
      me 	) 	  
	this ______day of October, 2009 	) 	 
    
	  	) 	DIRECTOR WITH COMPANY 
	  	) 	  
	COMMISSIONER FOR OATHS FOR TANZANIA
    .	) 	  
		  	  



	SIGNED and DELIVERED at the
      city of 	) 	  
	________________, Colorado, U.S.A., 	) 	  
	By ROGER NEWELL for and on Behalf of    	) 	  
	LAKE VICTORIA MINING COMPANY, INC	 ) 	  
	who is known to me personally and identified
      by 	 ) 	  
	me this ______day of October, 2009 	) 	  
	  	) 	ROGER NEWELL 
	BEFORE ME 	) 	  
	  	) 	  
	  	) 	  


COMMISSIONER FOR OATHS FOR COLORADO

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IN THE MATTER OF LAKE VICTORIA MINING COMPANY,
INC

STATUTORY DECLARATION AND DECLARATION OF TRUST

I, DIRECTOR WITH COMPANY of Box
__________, Dar es
Salaam, Tanzania hereby declare that I am the registered owner
of the PMLs listed on Exhibit I to this Declaration of Trust (the “PMLs”). I
declare that I am a bare trustee (“Bare Trustee”) of the PMLs and have no
beneficial interest in the PMLs. I hold the PMLs in trust for the owner of the
PMLs, LAKE VICTORIA MINING COMPANY, INC (the “Beneficiary”) of 1781
Larkspur Drive, Golden, Colorado 80401

I agree to hold the PMLs in trust as Bare Trustee for the
Beneficiary.

As Bare Trustee, I acknowledge and declare that I have no
right, title or interest in and to the PMLs and that I hold the PMLs, together
with proceeds thereof as and when collected, and all income, profits and
benefits therefrom, solely as Bare Trustee and for the account of the
Beneficiary.

As Bare Trustee, I shall only perform any act or thing, or
institute any action or proceedings of any nature, with respect to the PMLs as
directed by the Beneficiary.

As Bare Trustee, I covenant and agree that I will perform such
acts and execute such documents as may be required from time to time by the
Beneficiary in connection with the PMLs or anything arising therefrom. I further
covenant and agree that I will assign and convey all my interest in the PMLs to
the Beneficiary or as directed by the Beneficiary if and when requested by the
Beneficiary.

As Bare Trustee, I will not deal with the PMLs in any way or
execute any instrument, document or encumbrance in respect of the PMLs without
the prior consent or direction of the Beneficiary and in doing so will disclose
that I am acting as the Bare Trustee and agent of the Beneficiary unless
otherwise directed in writing by the Beneficiary.

As Bare Trustee, I will notify the Beneficiary forthwith upon
receipt by me of notice of any matter or thing in respect of the PMLs or any
portion of the PMLs, including, without limitation, in respect of any tax, lien,
charge or encumbrance in respect of the PMLs.

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This declaration of trust enures to the benefit of and is
binding upon my heirs, executors, administrators, successors and permitted
assigns as if they had been a party to this declaration of trust. 

Sworn before me at the city of
Dar
es Salaam, Tanzania

this ___ day of October, 2009 

	 	 	 
	Signature of Notary Public or Advocate 	 	DIRECTOR WITH COMPANY 
	Commissioner of Oaths for Tanzania 	 	  
	 	 	 
	 	 	 
	Name	 	 
	 	 	 
	 	 	 
	Address	 	 


Seal

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