Lake Victoria Mining Company: Exhibit 10. 14 - Filed by newsfilecorp.com






SUBSCRIPTION AGREEMENT

LAKE VICTORIA MINING COMPANY, INC.

	1. 	
      SUBSCRIPTION: The undersigned, ______________ (the
      “Subscriber”), a resident of the state of ________________, hereby
      subscribes for the purchase of
      _____________________________(_______________) Units (the “Units”) of LAKE
      VICTORIA MINING COMPANY, INC., an Nevada (the “Company”), in consideration
      of the sum of _______________________dollars ($____________) and submits
      the total subscription price with this subscription agreement. Each Unit
      consists of one share of common stock and two redeemable stock purchase
      warrants (the “Warrant”). One Warrant and $0.40 will allow the Subscriber
      to purchase one additional share of common stock and One Warrant and $0.60
      will allow the Subscriber to purchase one additional share of common
      stock. Each Warrant is exercisable for a period of thirty-six (36) months
      from August 12, 2010. Further, each Warrant is redeemable by the Company
      upon twenty (20) days written notice to the Subscriber. If the Warrant is
      not exercised during the redemption period, it will terminate. This
      subscription is subject to the following terms and
conditions:




	 	a. 	
      The Units, shares of common stock and Warrants are being
      sold pursuant to the exemption from registration provided for in
      Regulation 506 of the Securities Act of 1933 and regulations promulgated
      thereunder.

	 	 	 
	 	b. 	
      No certificate(s) for Units, shares of common stock or
      Warrants shall be issued to the undersigned until the entire subscription
      price is paid; and,

	 	 	 
	 	c. 	
      The certificate(s) representing the Units, shares of
      common stock and Warrants delivered pursuant to this subscription
      agreement shall each bear a restrictive legend and may only be transferred
      only in compliance with Rule 144 of the Securities Act of 1933. Said
      certificate(s) will contain the following restrictive
  legend:




	 	
      The securities evidenced hereby have not been
      registered under the Securities Act of 1933, as amended, nor any
      other applicable securities act (the "Acts"), and may not be sold,
      transferred, assigned, pledged or otherwise distributed, unless
      there is an effective registration statement under such Acts
      covering such securities or the Company receives an opinion of
      counsel for the holder of these securities (concurred on by counsel
      for the Company) stating that such sale, transfer, assignment,
      pledge or distribution is exempt from or in compliance with the
      registration and prospectus delivery requirements of such Acts.
      
	 







	2. 	
      REPRESENTATIONS AND WARRANTIES: The undersigned
      Subscriber hereby represents and warrants to the
Company:




	 	a. 	
      The undersigned Subscriber understands that the Company’s
      Units, shares of common stock and Warrants have not been approved or
      disapproved by the United States Securities and Exchange Commission, any
      state securities agency, or any foreign securities agency.

	 	 	 
	 	b. 	
      The undersigned Subscriber is not an underwriter and
      would be acquiring the Company’s Units solely for investment purpose for
      his or her own account and not with a view to, or for, resale in
      connection with any distribution within the meaning of any federal
      securities act, state securities act or any other applicable federal or
      state laws;

	 	 	 
	 	c. 	
      The undersigned Subscriber understands the speculative
      nature and risks of investments associated with the Company, and confirms
      that the Units would be suitable and consistent with his or her investment
      program; and, that his or her financial position enable him or her to bear
      the risks of this investment;

	 	 	 
	 	d. 	
      The Units, shares of common stock comprising the Unit,
      Warrant, and shares of common stock underlying the Warrant may not be
      transferred, encumbered, sold, hypothecated, or otherwise disposed of, if
      such disposition will violate any federal and/or state securities acts.
      Disposition shall include, but is not limited to acts of selling,
      assigning, transferring, pledging, encumbering, hypothecating, giving, or
      any other form of conveying, whether voluntary or not. The date of
      issuance of the shares of common stock underlying the Warrants will be the
      date the Warrant exercise price is paid in full and will be subject to new
      restrictions as described herein.

	 	 	 
	 	e. 	
      To the extent that any federal, and/or state securities
      laws shall require, the Subscriber hereby agrees that the Units, shares of
      common stock and Warrants acquired pursuant to this Agreement shall be
      without preference as to assets;

	 	 	 
	 	f. 	
      The Company is under no obligation to seek an exemption
      under any federal securities act, state securities act, or any foreign
      securities act for the Units, shares of common stock which are part of the
      Unit; Warrant; or, shares of common stock underlying the Warrant or to
      cause or permit such Units, shares of common stock which are part of the
      Unit; Warrant; or, shares of common stock underlying the Warrant to be
      transferred in the absence of any such registration or
exemption;

	 	 	 
	 	g. 	
      The Subscriber has had the opportunity to ask questions
      of the Company and has received additional information from the Company to
      the extent that the Company possessed such information, necessary to
      evaluate the merits and risks of any investment in the Company. Further, the Subscriber has
      been given: (1) All material books, records, documents, correspondence,
      and financial statements of the Company; (2) all material contracts and
      documents relating to the proposed transaction; (3) all reports filed with
      the Securities and Exchange Commission; and, (4) an opportunity to
  question the appropriate executive officers of the Company.









	 	h. 	
      The Subscriber has satisfied the suitability standards
      imposed by his or her place of residence and has a pre-existing business
      relationship with the Company;

	 	 	 
	 	i. 	
      The Subscriber has adequate means of providing for his
      current needs and personal contingencies and has no need to sell the
      Units, shares of common stock comprising the Unit, Warrant, or shares of
      common stock underlying the Warrant in the foreseeable future (that is at
      the time of the investment, Subscriber can afford to hold the investment
      for an indefinite period of time);

	 	 	 
	 	j. 	
      The Subscriber has sufficient knowledge and experience in
      financial matters to evaluate the merits and risks of this investment.
      Further, subscriber represents and warrants that he is able to evaluate
      and interpret the information furnished to him by the Company and is
      capable of reading and interpreting financial statements;

	 	 	 
	 	k. 	
      The Subscriber warrants and represents that he is a
      “sophisticated investor” as that term is defined in United States court
      decisions and the rules, regulations and decisions of the United States
      Securities and Exchange Commission.

	 	 	 
	 	l. 	
      Further, the Subscriber warrants and represents that he
      is an “accredited investor” as that term is defined in Reg. 501 of the
      Securities Act of 1933 and further understands that the Company may not
      sell the Units to anyone who is not an accredited investor.

	 	 	 
	 	m. 	
      The Subscriber acknowledges that if he/she/it is a
      resident of the State of Florida, he/she/it has the privilege of declaring
      this transaction null and void provide the Subscriber communicates such
      intention to the Company in writing within three (3) days of the of the
      tender of his/her/its consideration.

	 	 	 
	 	n. 	
      The subscriber warrants and represents that he is a
      citizen and resident of the United States of America residing at
      ______________.





	3. 	
      REGISTRATION: The Company will not file a
      registration statement registering the Units, shares of common stock, or
      Warrants. 

	  	
       

	4. 	
      MISCELLANEOUS: This Subscription Agreement shall
      be binding upon the parties hereto, their heirs, executors, successors,
      and legal representatives. The law of the state of Nevada shall govern the
      rights of the parties to this Agreement. This Agreement is not assignable
      without the prior written consent of the Company, and any attempt to
      assign  any rights, duties or obligations which
arise under this Agreement without the Company’s prior express written consent
shall be void. Exclusive jurisdiction over any action arising out of this
Subscription Agreement will the federal or state courts of Nevada.








The undersigned Subscriber hereby
declares and affirms that he or she has read the within and foregoing
Subscription Agreement, is familiar with the contents thereof and agrees to
abide by these terms and conditions therein set forth, and knows the statements
therein to be true and correct.

I hereby consent to the use of my name
in any prospectus or registration statement which may be filed in connection
with any public offering of the Company’s securities.

IN WITNESS WHEREOF, the parties have
executed this Subscription Agreement this ____ day of , 2010, at , .

SUBSCRIBER

	Please print clearly above the complete name that
      you desire to appear on your share certificate. 
	 
	 	 	 
	Print Your Full Name 	 	Signature 
	 	 	 
	 	 	 
	Print Your Spouse’s Full Name 	 	Spouse’s Signature (if applicable) 
	 	 	 
	 	 	 
	  	 	Address 
	 	 	 
	 	 	 
	  	 	City, State and Zip Code 
	 	 	 
	 	 	 
	  	 	Area Code and Telephone Number



ACCEPTED BY:

LAKE VICTORIA MINING COMPANY, INC.

BY: _________________________

Title: _______________________________    
Date: ____________________




INVESTOR SUITABILITY QUESTIONNAIRE

     Federal securities and state
securities laws require that offers of securities be confined to persons who
meet certain eligibility criteria in order not to violate the registration
provisions of the Securities Act of 1933 and state securities acts. Accordingly,
you should carefully and accurately set forth the information requested
below:

	1. 	
      PERSONAL




	 	Name
      __________________________________________________________________________
	 	Address (including zip code)
      ________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
	 	 
	 	 
	 	Social Security No.
      ________________________________________________________________
	 	Telephone Number (including area code)
      ________________________________________________
	 	Home:
      ______________        Business: ________________________
	 	Age: _____________ 



	2. 	
      EDUCATIONAL BACKGROUND




	 	High School
      Graduate              
      [ ]
      Yes                 
      [ ] No 
	 	College
      Graduate                      
      [ ]
      Yes                  
      [ ] No 
	 	Where
      _____________________________________________________________________________
	 	Subject Major
      _____________________________________________________________________________
	 	Post Graduate or Professional
      Degree              
      [ ]
      Yes              
      [ ] No 
	 	Where
      _____________________________________________________________________________
	 	Subject
      _____________________________________________________________________________
	 	Degrees
      _____________________________________________________________________________



	3. 	
      OCCUPATION

	 	 
		
      What has been your principal occupation during the last
      five years?

	 	 _____________________________________________________________________________
	 	 
		
      What have been your principal duties and
      responsibilities?

	 	 _____________________________________________________________________________
	 	 
	4. 	
      INVESTMENT EXPERIENCE

	 	 
		
      Have you invested in real estate? (other than residences)
      Explain nature and
      location.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________







Have you invested in tax shelters? Please indicate type, nature
and
amount.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

Have you ever invested in limited partnerships or partnerships?
If yes, please give
details.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

Have you invested in stocks, bonds or other types of
securities? (including commodities futures, options, etc.) Explain type, nature
and
amount.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	5. 	
      FINANCIAL - Individuals

	 	 
		
      What is your present annual
income?



[ ] Below
$25,000             
[ ] $125,000 - $150,000

[ ] $25,000 -
$50,000          [ ] $150,000 -
$175,000

[ ] $50,000 -
$75,000          [ ] $175,000 -
$200,000

[ ] $75,000 -
$100,000        [ ] $200,000 - $300,000

[ ] $100,000 -
$125,000      [ ] Over $300,000

	 	
      What is your “investment” net worth? (This means your net
      worth exclusive of residence, automobiles, pleasure boats, furniture,
      jewelry, art work and personal effects.) Please be conservative in
      estimating value of real estate and other non-liquid investments.
        

        _____________________________________________________________________________

        _____________________________________________________________________________

  




	6. 	
      FINANCIAL - Corporations 

What is the value
      of your assets?



[ ] $5,000,000 or
less        [ ] In excess of $5,000,000 

	7. 	
      I/We, the undersigned, hereby represent and warrant to
      the Company, the following:

	 	 	 
		a. 	
      THAT THE UNDERSIGNED IS AWARE THAT THE UNITS HAVE NOT
      BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION OR ANY STATE SECURITIES ADMINISTRATORS; THAT THE UNDERSIGNED IS
      NOT AN UNDERWRITER.








	 	b. 	
      THAT THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY
      ANY FOREIGN SECURITIES AGENCY AND THE UNITS HAVE NOT BEEN REGISTERED WITH
      ANY FEDERAL, STATE, OR FOREIGN SECURITIES AGENCY.

	 	 	 
	 	c. 	
      THAT THE UNDERSIGNED WOULD BE ACQUIRING THE UNITS SOLELY
      FOR HIS OR HER OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR, RESALE IN
      CONNECTION WITH ANY DISTRIBUTION OF THE UNITS WITHIN THE MEANING OF THE
      FEDERAL SECURITIES ACT OR ANY STATE SECURITIES ACTS.

	 	 	 
	 	d. 	
      THAT THE UNDERSIGNED REPRESENTS AND WARRANTS HIS OR HER
      UNDERSTANDING OR THE SPECULATIVE NATURE AND RISKS OF INVESTMENT ASSOCIATED
      WITH THE COMPANY AND CONFIRMS THAT THE UNITS WOULD BE SUITABLE AND
      CONSISTENT WITH HIS OR HER INVESTMENT PROGRAM AND THAT HIS OR HER
      FINANCIAL POSITION ENABLE HIM OR HER TO BEAR THE RISKS OF THIS
      INVESTMENT.

	 	 	 
	 	e. 	
      THAT THE UNDERSIGNED IS A CITIZEN AND RESIDENT OF THE
      UNITED STATES OF AMERICA RESIDING AT
  _________________
.



     I/We hereby certify that the
above information is true accurate and complete to the best of my/our knowledge
and belief, and the I/we am/are a bona fide resident(s) of ____________for all
purposes, and that my/our residence address is as set forth below. I/We further
certify that I/we am/are not purchasing said Units for or on behalf of, or with
the intention of transfer, gift, resale or distribution.

	 	INVESTOR 
	 	 
	 	 
	 	Signature 
	 	 
	 	 
	 	Spouse’s Signature (if applicable) 
	 	 
	 	 
	 	Address 
	 	 
	 	 
	 	City, State and Zip Code 
	 	 
	 	 
	 	Area Code and Telephone Number







PURCHASER REPRESENTATIVE QUESTIONNAIRE

     This Questionnaire is being
furnished in connection with the proposed offer and sale of Units to a number of
qualified investors without registration under the Securities Act of 1933 (the
“Act”) in reliance on an exemption pursuant to Regulation 506 of the Securities
Act of 1933 and rules promulgated thereunder. The availability of such
exemptions depends, in part, on a determination that each purchaser does not
require the protection that would be afforded by registration of the Units under
the Act.

     The information supplied in
response to this Questionnaire will be used in determining whether the
representatives of certain purchasers of the Units meet certain requirements
established by the Company; such information will be kept confidential and will
not be disclosed except to the Officers of the Company and its counsel and, if
HOWEVER, THE NAMES AND ADDRESSES OF ALL PURCHASER REPRESENTATIVES SHALL BE
DISCLOSED TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY THE
SECURITIES AND EXCHANGE COMMISSION.

     Terms used herein and not defined
herein have the meanings attributed to them by the Securities Act of 1933, as
amended.

	1. 	
      Full name of Purchaser Representative:

	 	 _____________________________________________________________________________
	 	 
	2. 	
      Full address of Purchaser Representative:

	 	 _____________________________________________________________________________
	 	 
	3. 	
      Full name(s) of Purchaser(s):

	 	 _____________________________________________________________________________
	 	 
	4. 	
      Is the Purchaser Representative an affiliate, director,
      officer, or other employee of the Company or the beneficial owner of 10%
      or more of any class or equity securities or 10% or more of any equity
      interest in such Company? (“Affiliate” of a person means a person that
      directly or indirectly through one or more intermediaries, controls, or is
      controlled by, or is under common control with such
  person.)



                                             [ ]
Yes             
 [ ] No

		
      If, “Yes,” please explain:
      __________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	5. 	
      Is the Purchaser related to the Purchaser Representative
      by blood, marriage or adoption, no more remotely than as first
    cousin?







                                               [ ] Yes        [ ] No

		
      If, “Yes,” please
      explain:___________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	6. 	
      What is the business of the Purchaser
      Representative?

_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	7. 	
      Has the Purchaser Representative ever acted in such
      capacity for other persons prior to this
      time?
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	8. 	
      What is the educational background of the Purchaser
      Representative or its agent?

	 	 
	9. 	
      Has the Purchaser Representative participated previously
      either as an investor or as a person giving advice with respect to private
      placements of
      securities?
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	10. 	
      Has an order of censure ever been issued from the
      Securities and Exchange Commission against the Purchaser Representative
      relating to such Purchaser Representative’s failure to properly fulfill
      its duties under the securities laws.



                                               [  ]
Yes           [ ] No

	 	If, “Yes,” please explain:
      __________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________



	11. 	
      Has the Purchaser Representative ever been a defendant in
      a lawsuit in which it was alleged that such Purchaser Representative or
      its agents had failed to properly fulfill its (their) duty(ies) under the
      securities laws?







                                             
[ ]
Yes             
[ ] No

		
      If, “Yes,” please
      explain:___________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	12. 	
      Are there any material relationships, during the past two
      years, presently existing or understood to be contemplated in the future
      between the Purchaser Representative or its affiliates and the Company and
      its Officers or Directors or their affiliates? (“Material” means any
      relationship that a reasonable investor might consider important in making
      of the decision whether to acknowledge a person as his Purchaser
      Representative.)



                                             
[ ]
Yes             
[ ] No

		
      If, “Yes,” please
      explain:__________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

	 	 
	13. 	
      Has any compensation been received or will any
      compensation be received as a result of the relationships referred to in
      question 12?



                                              
[ ]
Yes                
[ ] No

	 	If, “Yes,” please explain:
      __________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________


     The above information is supplied
by the undersigned solely for use in determining the undersigned’s eligibility
to act as a Purchaser Representative in connection with the sale referred to
herein. Such information is correct to the best of the undersigned’s knowledge,
information and belief. The undersigned will promptly notify the Company and the
Purchaser if prior to the consummation of such sale if such information becomes
inaccurate or incomplete.

     The Purchaser Representative
hereby affirmatively represents that he has such knowledge and experience in
financial and business matters that he, either alone, or together with the
Purchaser, is capable of evaluating the merits and risks of the investment
contemplated hereby.




     The undersigned Purchaser
Representative hereby certifies to the Purchaser that, other than as described
above, there is no material relationship between the undersigned or his
affiliates and the Company or its Officers and Directors that is mutually
understood to be contemplated or that has existed at any time during the
previous two years, and that no compensation has or will be received from the
Company.

     The undersigned certifies to the
best of his knowledge and belief that the information set forth in this
statement is true, complete and correct.

         Dated this day
________of ____________, 2010.

	 	Signature of Purchaser Representative 


ACKNOWLEDGMENT OF PURCHASER:

     The undersigned Purchaser hereby
confirms that he has read the information disclosed by the Purchaser
Representative in response to the foregoing Questionnaire and does hereby
acknowledge in writing said Purchaser Representative to be his Purchaser
Representative in connection with his purchase of the stock.

          
Dated this day _______of_______________ , 2010.

	 	Signature of Subscriber