Lake Victoria Mining Company, Inc.: Exhibit 10.16 - Filed by newsfilecorp.com






MINERAL PROPERTIES SALE AND PURCHASE AGREEMENT 

Dated for
Reference the _____day of _____, 2009 
Regarding _______
Primary Mining Licenses

BETWEEN: 

DIRECTOR WITH COMPANY of P. O.
Box _______Dar es Salaam, United Republic of Tanzania, a director and
shareholder of Geo Can Resources Company of P.O. Box 80079, Dar es Salaam,
United Republic of Tanzania

(hereinafter called the “The
Purchaser”) 
(Of the First Part)

AND:

_________________________________________________________________of P.O. Box
____, ___________, United Republic of Tanzania 

(hereinafter individually referred to
as an “Owner” and collectively referred to as the “Owners”) 
(of the Second
Part)

WHEREAS:

	(a) 	
      The Owners are the registered and lawful owners of
      ________ Primary Mining Licenses (PMLs) with the name and address
      of each Owner and the PML # of each PML owned by each owner set opposite
      each Owner’s name, as more specifically described on “Schedule A”
      attached hereto and forming a part of this agreement.

	 	 
	(b) 	
      Each Owner has agreed to sell and transfer 100% of his
      interest in each PML set opposite his name on Schedule A by surrendering
      his interest and completing a transfer of the PMLs to the Purchaser to
      enable the Purchaser to register his ownership of the ________
      PMLs.



NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the payments outlined in “2.0” to be paid
by the Purchaser to each Owner, the parties agree as follows:

	1. 	
      Definitions



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

“Formal Registration” means
registration of the ownership of a PML in the name of the Purchaser at the
office of the Commissioner.

“Net Smelter Production” is the
amount of gross production less any operating and production costs up to the
date any payment is calculated.

“Non-Producing PML” is a Primary
Mining License in which there exists only exploration pits or trenches and no
active gold mining or production, although it may be located along a known
structure. 

“Owner” refers to a single owner
or multiple owners of the same property.

“PML” means a Primary Mining
Licensewhich can only be owned by a Tanzanian resident.

“Producing PML” is a Primary
Mining License in which there exists current active gold mining and production
or that is temporarily suspended due to obvious problems such as water, break
downs or financing. The PML may even be abandoned, but, contains identifiable
shafts and serious workings that renewing production can be easily established
based on assay results.

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“Pro-rata Portion” will be
proportionately calculated based on the percentage or portion of the whole
Special Mining License that each Owner’s license or licenses make up or
contribute. i.e If the Special Mining License was originally comprised of six
(6) individual PMLs and the Owners contribution to the whole Special Mining
License is Two (2) PMLs of the six (6), then the Pro-rata Portion would be 33.3%
of the whole Special Mining License.

“Schedules” form a part of this
overall agreement to make it a whole agreement and are used to provide further
definition to specific areas that require more detailed information. The
Schedules contained in this agreement are: SCHEDULE A: PML Ownership,
Definition, Coordinates and Power of Attorneys; SCHEDULE B: Equipment Inventory
List; SCHEDULE C: Individual Compensation List and Amounts SCHEDULE D: Changes
in PML Ownership from Recorded MEM Title

“Tsh” means Tanzania Shillings,
the currency of the United Republic of Tanzania.

	2.0 	
      Purchase and Sale Agreement

	 	 
	2.1 	
      Each owner hereby agrees to and does hereby sell and
      transfer one hundred percent (100%) of the PML(s) owned by him, listed
      according to Schedule A, including all assets within them, to the
      Purchaser in consideration of the total payment of Tsh
      
______________, conditional that the purchase option of All PMLs
      on Schedule A is finalized. The payments are to be made according to the
      following schedule:




	 	2.1.1 	
      Initial Payment: Upon execution of this
      agreement: Tsh ___________for each of the Producing PMLs listed on
      Schedule A; Tsh __________for each of the Non-producing PMLs listed
      on Schedule A as validation of this Purchase Agreement. Upon execution of
      this agreement and of this initial payment, the Owner agrees to allow free
      access for _120_ days, for the Purchaser’s representatives to
      perform initial ground exploration and sampling of all areas of the PMLs.
      This initial exploration, performed at the cost to the Purchaser, will
      allow the Purchaser to determine which PMLs listed on Schedule A it will
      continue the purchase agreement of and any subsequent payments. The Owner
      agrees that the Purchaser reserves the right to: discontinue their
      purchase of any or all of the properties listed on Schedule A within 120
      days of the execution of this agreement, based on their initial
      exploration results or to extend the due diligence period for an
      additional 120 days by paying the same amount of the Initial
      Payment again to the Owner for each PML listed in Schedule A that it
      desires to extend the due diligence on. This will result in the
      Compensation Payment (2.1.2) and the Secondary Payments (2.1.3 and 2.1.4)
      being extended for the same period of time as each PML that the due
      diligence period has been extended on.

	 	 	 
	 	2.1.2 	
      Compensation Payment: No Tsh will be paid
      as compensation for all equipment existing on the PMLs, relocation of
      homes, crops and any other investments into the property. This
      compensation to be paid on or before 120 days after the execution date of
      this agreement and following the transfer of all the PMLs listed in
      Schedule A to the Purchaser, completion of the due diligence period and
      provided a comprehensive equipment inventory list has been supplied that
      will become Schedule B and a complete list, to become Schedule C, of all
      persons/families that will receive compensation for relocation and crops.
      Schedule C will contain: acknowledgement by the Village Chairman and
      Secretary of the Mineral Property Sale and Purchase Agreement and complete
      with the full name of each person or family that is to receive
      compensation along with the descriptive reason for the compensation, the
      amount and the person’s signature of acceptance of the amount of
      compensation. If the compensation is paid directly to the Owner then he
      accepts the responsibility to properly dispense the compensation to
      satisfy all existing compensation liabilities that are highlighted above
      and listed on Schedule B and C. The Owner agrees, that failure to properly
      satisfy all of the compensation liabilities and to deliver the entire
      property unencumbered to the Purchaser will result in deductions from any
      subsequent payments to the Owner. Any additional amount of compensation
      that is paid by the Purchaser to achieve a totally unencumbered property will be multiplied by Two (2) and
      then be deducted from any further payments to the Owner. See 3.1
  (xi)



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	 	2.1.3 	
      Secondary Payment for Producing PMLs: Tsh
      ____________ for each Producing PML listed on Schedule A
      to be paid on or before 120 days after the execution date of this
      agreement, the transfer of all the PMLs listed in Schedule A to the
      Purchaser, completion of the due diligence period and delivery of 100% of
      the property unencumbered to the Purchaser, including all tailings and
      equipment listed on Schedule B, compensation fully completed as described
      on Schedule C and permitting the Purchaser the freedom and ability to
      commence mining or other operations immediately. Until free and
      unencumbered access to operate on the property has been verified and
      certified, the Secondary Payment will not be completed and any necessary
      deductions as outlined in 2.1.2 will be made.

	 	 	 
	 	2.1.4 	
      Secondary Payment for Non-Producing PMLs: Tsh
      _____________ for each Non-Producing PML listed on
      Schedule A to be paid on or before 120 days after the execution date of
      this agreement, the transfer of all the PMLs listed in Schedule A to the
      Purchaser, completion of the due diligence period and delivery of 100% of
      the property unencumbered to the Purchaser, including all tailings and
      equipment listed on Schedule B, compensation fully completed as described
      on Schedule C and permitting the Purchaser the freedom and ability to
      commence mining or other operations immediately. Until free and
      unencumbered access to operate on the property has been verified and
      certified, the Secondary Payment will not be completed and any necessary
      deductions as outlined in 2.1.2 will be made.

	 	 	 
	 	2.1.5 	
      Final Buy Out Payment: Tsh
      _______________ per PML or the pro-rata portion of two
      percent (2%) of the Net Smelter Production, at the option of the
      Purchaser, for each PML listed on Schedule A that the Purchaser desires to
      finalize the purchase option of. Such Final Buy Out Payment to be paid on
      or before 730 days after the payment made in 2.1.2, 2.1.3 and 2.1.4
      herein.





	3.0 	
      Representations Of The Owners

	 	 
	3.1 	
      Each Owner severally represents and warrants
  that:




	 	(i) 	
      he was legally entitled to hold the PML(s) until their
      Formal Registration to the Purchaser;

	 	 	 
	 	(ii) 	
      the Owner was at the time of each transfer to the
      Purchaser of the Owner’s interest in each PML(s), the recorded holder and
      beneficial owner of the PML(s) free and clear of all liens, charges and
      claims of others and no taxes or rentals are or will be due in respect of
      any of the PML(s);

	 	 	 
	 	(iii) 	
      the PML(s) have been duly and validly located and
      recorded pursuant to the laws of the jurisdiction in which the PML(s)
      is/are situate and are in good standing with respect to all filings, fees,
      taxes, assessments, work commitments or other conditions on the date
      hereof and at the date of Formal Registration to the Purchaser;

	 	 	 
	 	(iv) 	
      there are not any adverse claims or challenges against or
      to the ownership of or title to any of the PML(s) nor to the knowledge of
      the Owner is there any basis therefore, and there are no outstanding
      agreements or options to acquire or purchase the PML(s) or any portion
      thereof, and no person has any royalty or other interest whatsoever in
      production from the PML(s).

	 	 	 
	 	(v) 	
      the Owner has the legal capacity and competence to enter
      into and execute this Agreement and to take all actions required pursuant
      hereto and is of full age of majority, and the consummation of the
      transactions herein contemplated will not conflict with or result in any
      breach of any covenants or agreements contained in, or constitute a
      default under, or result in the creation of any encumbrance under the
      provisions of any indenture, agreement or other instrument whatsoever to
      which the Owner is bound or to which it the PML(s) may be
  subject;




	 	(vi) 	
      this Agreement has been duly executed and delivered by
      the Owner and constitutes legal, valid and binding obligations of the
      Owner enforceable against the Owner; and



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	 	(vii) 	
      the Owner agrees to cooperate and provide consultation
      based on his existing working knowledge and experience of the property in
      behalf of the Purchaser and their geological representatives to expedite
      their assessment and progress on the property for up to 120 days from the
      execution of this agreement.

	 	 	 
	 	(viii) 	
      the Owner assumes all liabilities existing within the
      PMLs up to and including the date of Transfer of the properties to the
      Purchaser.

	 	 	 
	 	(ix) 	
      the Owner agrees to deliver all the assets and equipment
      that exist at or in the PML, as listed on Schedule B, up to and including
      the date of Transfer of the properties to the Purchaser.

	 	 	 
	 	(x) 	
      the Owner understands and agrees that upon completion of
      all the payments according to the schedule outlined in 2.0 that he no
      longer has any ownership claim or interest in the PMLs and that they are
      owned one hundred percent (100%) by the
Purchaser.




	 	(xi) 	
      the Owner understands that the amount of compensation
      agreed and paid to him as listed in 2.1.2 above is the total amount of
      compensation to be paid under this agreement and that he accepts full
      responsibility to satisfy all necessary compensation payments to third
      parties, as listed on Schedule C, to deliver each PML unencumbered and
      free of any need for additional compensation payments. The Owner agrees
      that if the Purchaser must pay any further compensation out to anyone to
      have the PML free and clear, then the Purchaser will deduct the total
      additional amounts paid out multiplied by Two (2) from any further
      payments.

	 	 	 
	 	(xii) 	
      the Owner understands and agrees that the Purchaser
      reserves the right to terminate the purchase of any of the properties
      listed on Schedule A of this agreement until the Secondary Payment has
      been made for each property. The Owner understands that the Purchaser will
      transfer back to the credit of the Owner any property or properties that
      it desires to terminate the purchase of.

	 	 	 
	 	(xiii) 	
      the Owner understands and agrees that if the Purchaser
      fails to make the final payment of 2.1.5 on schedule then, upon the
      Purchaser making a payment equivalent to 50% of the original Secondary
      Payment per PML, the Owner will agree to extend the Final Buy Out Payment
      due date an additional twelve (12) months.




	3.2.1 	
      The representations and warranties contained in this
      section are provided for the exclusive benefit of the Purchaser, and a
      breach of any one or more thereof may be waived by the Purchaser in whole
      or in part at any time without prejudice to its rights in respect of any
      other breach of the same or any other representation or warranty, and the
      representations and warranties contained in this section shall survive the
      execution of this Agreement and of any transfers, assignments, deeds or
      further documents respecting the PML(s).

	 	 
	4.0 	
      Representations and Warranties of the
      Purchaser

	 	 
	4.1 	
      Purchaser represents and warrants to the Owner that the
      Purchaser has the authority to enter into this Agreement and to carry out
      the intent and purpose thereof and this Agreement constitutes the valid
      and binding obligation of the Purchaser enforceable against the Purchaser
      in accordance with its terms and ability to pay.

	 	 
	4.2 	
      Purchaser represents and warrants to the Owner that if it
      fails to make the final payment as scheduled then it will make a penalty
      payment of 50% of the original Secondary Payment, per PML, to the Owner
      and the Owner will agree to extend the Final Buy Out Payment due date an
      additional twelve (12) months.

	 	 
	5.0 	
      Non-Assignment and Assignment

	 	 
		
      The OWNER shall not assign or otherwise transfer any of
      its rights or duties hereunder without the prior written consent of the
      Purchaser. The Purchaser may assign or otherwise transfer its interest in
      this Agreement and in the Primary Mining Licenses in whole or in part
      before or after the Option is exercised. The Purchaser shall give notice of any such
assignments or other transfer to the OWNER. The Purchaser shall be relieved of
its obligations hereunder (to the extent of the transferred interest) arising
after any such assignment or other transfer is made provided that the assignee
assumes all further obligations of the Company hereunder with respect to the
transferred interest.



4




	6.0 	
      Notice



Each notice, demand or other
communication required or permitted to be given under this Agreement shall be in
writing and shall be delivered 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 the Owners:
In care of:
_____________________________
Tel: (255) ______________Address: P.O.
Box _____, _____________, Tanzania 
Email: __________@_______.com 
Attention: _____________


If to the Purchaser:
Tel:
(255) _____________
Address: P.O. Box 80079, Dar es Salaam, Tanzania 
Fax:


Email: ________@_______com
Attention: Director with
Company

	7.0 	
      GENERAL

	 	 
	7.1 	
      This Agreement shall supersede and replace any other
      agreement or arrangement, whether oral or written, heretofore existing
      between the parties in respect of the subject matter of this
    Agreement;

	 	 
	7.2 	
      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 of its obligations hereunder shall be deemed or construed to be
      a consent to or a waiver of any other breach or default;

	 	 
	7.3 	
      The parties shall promptly execute or cause to be
      executed all documents, deeds, conveyances and other instruments of
      further assurance and do such further and other acts which may be
      reasonably necessary or advisable to carry out fully the intent of this
      Agreement;

	 	 
	7.4 	
      This Agreement shall enure to the benefit of and be
      binding upon the Owner and the Purchaser and their respective successors
      and permitted assigns;

	 	 
	7.5 	
      This Agreement shall be governed by and construed in
      accordance with the laws of the United Republic of Tanzania;

	 	 
	7.6 	
      Time shall be of the essence in this Agreement;

	 	 
	7.7 	
      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;

	 	 
	7.8 	
      This Agreement may be executed in two or more
      counterparts, each of which will be deemed to be an original and all of
      which will constitute one agreement, effective as of the reference date
      given above.



5





	7.9 	
      This Agreement represents an Option to purchase only and
      the Purchaser shall be under no obligation to the Owner. No act done or
      payment made by the Purchaser shall obligate the Purchaser to do any
      further act or make any further payment and in no event shall this
      Agreement or any act done or any payment made be construed as an
      obligation of the Purchaser to do or perform any work or make any further
      payments on or with respect to the Property. However, the Purchaser shall
      be required to fulfill the requirement of the Laws of the United Republic
      of Tanzania.

	 	 
	7.10 	
      In the event that a dispute arises between the signed and
      executed English version of this agreement and the translated Swahili
      version the executed English version of this agreement will take priority
      and be exercised.



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 _________________________________for
and on behalf of the Owner(s) in this agreement and I have read the contents of
the agreement to him of which he has understood and has now set his hand to
acknowledge and accept the terms and conditions of the agreement.

For the Purchasers:

	SIGNED and DELIVERED at _____________	  }	 
	by the said DIRECTOR WITH COMPANY who 	  }	 
	is known to me personally/Identified to me by 	  }	 
	 	 	 
	this_____ day of ___________2009 	  }	 


BEFORE ME:

Name: __________________________

  
Signature:
_______________________


Address
________________________

               
________________________


Qualification _____________________

For the Owners:

	SIGNED and DELIVERED at ______________________	 }	  
	the said ________________________	 }	  
	who is known to me personally/identified to me by 	 }	 
	  	 }	
	this__________day of ____________2009. 	 	


BEFORE ME:

Name ___________________________

  
Signature
________________________


Address
_________________________
               
_________________________


Qualification ______________________



6





	SIGNED and DELIVERED at ________________	 }	  
	the said ______________	 }	  
	who is known to me personally/identified to me by 	 }	 
	  	 }	
	this__________day of_________ 2009. 	 }	


BEFORE ME:

Name ________________________

  
Signature
_____________________


Address
______________________
               
______________________


Qualification ___________________


	SIGNED and DELIVERED at _____________	 }	  
	the said ________________	 }	  
	who is known to me personally/identified to me by 	 }	 
	  	 }	                                                   
	this__________day of ________2009. 	 }	


BEFORE ME:

Name ________________________

  
Signature
_____________________


Address
______________________
              
_______________________


Qualification ___________________


7





	SCHEDULE A 
	PML Ownership, Definition, Coordinates and Power of
      Attorneys 
	to the Agreement between 
	DIRECTOR WITH COMPANY 
	And 
	 



	Owner's name and address 	PML # 	Coordinates 	 	  
	  	  	  	 	  
	  	  	

    Latitude 	 	

    Longitude 
		 QDS123/3    	 	 	 
	  	_____Hec 

    
	 
    	 	  
	  	  	  	 	  
	  	  	

    Latitude 	 	

    Longitude 
		 QDS123/3    	 	 	 
	  	_____Hec 

    
	 
    	 	  
	  	  	

    Latitude 	 	

    Longitude 
		 QDS123/3    	 	 	 
	  	_____Hec 

    
	 
    	 	  
	  	  	

      Latitude 	 	

    Longitude 
		 QDS123/3    	 	 	 
	  	_____Hec 

    
	  	 	  
	  	  	

    Latitude 	 	

    Longitude 
		 QDS123/3    	 	 	 
	  	_____Hec 

    
	 
    	 	  



	All located in Sambaru area in Singida District. 
	 
	Acknowledgement of this Mineral Property Sale and Purchase agreement
      for the above listed licenses by the Chairman of __________________
      Village Mr.________________ and the Secretary of __________________Village
      Mr. _____________________this day of _____________ , 2009 by each of their
      signatures below: 



	 	Witnessed by: 	 
	 	 	 
	 	Witnessed by: 	 


8




Schedule B 
Equipment Inventory List


	Items 
	Description 
	Year & 
Make 	Serial # 
	Location 
	Tsh Value 

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




9





	Schedule C 
	Individual Compensation List and Amounts
  




	Surname 	Given Name 	Description 	Location 	Tsh 	Acceptance 
	  	  	  	  	Amount 	Signature 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




Witnessed and acknowledged by Mr. _______________________the
Chairman of ________________Village and Mr. _______________________the Secretary
of _______________________Village this ________day of _______________,
2009.____________________________




	 	Witnessed by: 	 
	 	 	 
	 	Witnessed by: 	 



10








SCHEDULE D:

Changes in PML Ownership from Recorded MEM Title



	 	Director with Company 
	 	P.O. Box 
	 	Dar es Salaam 
	 	 
	 	Date: 18th September, 2009 


_________________in partnerhip with _______________,
  P.O.
  Box _____________, Tanzania

Re: NOTIFICATION IN RELATION TO PRIMARY MINING LICENCES No. 

         _________, __________, ___________,
  __________ AND ___________



Please refer to the agreement above referred entered between
  Director with Company (the Purchaser) and ____________in partnership with
  ______________________, (“the owner”) entered into mineral properties
  sale and purchase agreement on the 21st of May, 2009 in respect of the above
  mentioned Primary Mining Licence (“the Agreement”). 

Under clause 2.1.1 of the agreement the purchaser has
  reserved the right to extend the due diligence period for an additional 120 days
  by paying the same amount of initial payment to the owner.

The purchaser seeks to extend the due diligence period to
  accomplish the following:-

	 	(a) 	Property Search

	 	(b) 	Compensation assessment

	 	(c) 	Confirmation of boundaries &
      Licences

	 	(d) 	Establish other modalities to enable better carrying
      out of the agreement.

	 	(e) 	Limited exploration excluding drilling
      programme.



Therefore, you are hereby notified that the purchaser is
  desirous to close secondary payment between 16th and 30th November, 2009 thus extending due diligence period for a further 120 days.
  The purchaser will notify you the date of making a transfer of license prior to
  completion of due diligence.

The Purchaser will make payment of Tsh _____________upon
  signing of acknowledgment of this letter to provide extension of a further 120
  days to the agreement.

The secondary payment will be done after the due diligence
  exercise has been fully completed and compensation assessment and payment has
  been done in accordance with the agreement.

 Yours Sincerely,

 DIRECTOR WITH COMPANY

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