UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy
Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material
Pursuant to Rule 14a-12
LAKE VICTORIA MINING COMPANY,
INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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Date Filed:
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LAKE VICTORIA MINING COMPANY, INC.
1781 Larkspur Drive
Golden, CO, USA 80401
____________________________
CONSENT SOLICITATION STATEMENT
Dear Stockholder:
The board of directors of
Lake Victoria Mining Company, Inc.
(we, us, our, the Company or our company) is soliciting your
consent on behalf of our company to approve the following proposals:
1.
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An amendment to our articles of incorporation to increase
the number of authorized shares of our common stock from 100,000,000 to
250,000,000 (the Amendment); and
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2.
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Adoption of our 2010 Stock Option Plan (the 2010
Plan).
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On October 7, 2010, our board of directors approved these
proposals and now we are now seeking stockholder approval of these proposals, as
discussed in more detail in this consent solicitation statement.
The proposed form of the certificate of amendment for the
Amendment is attached hereto as Schedule A and the proposed 2010 Plan is
attached hereto as Schedule B. In order for the Amendment to become effective,
the certificate of amendment for the Amendment needs to be filed with the Nevada
Secretary of State.
We are soliciting your approval of these proposals by written
consent in lieu of a meeting of stockholders because our board of directors
believes that it is in the best interests of our company and our stockholders to
solicit such approval in the most cost effective manner. A form of written
consent is enclosed for your use.
This consent solicitation statement and accompanying form of
written consent is being sent to our stockholders on or about November 5,
2010. Our board of directors has fixed the close of business on November 5, 2010
as the record date (the Record Date) for determination of our stockholders
entitled to give written consents. Only the stockholders of record on the Record
Date are entitled to give the written consents for these proposals.
The written consents of stockholders representing a majority of
the voting power of our outstanding common stock as of the Record Date are
required to approve these proposals.
Your consent is important regardless of the number of shares of
our common stock that you hold. Although our board of directors has approved
these proposals, the proposals require the approval by the vote of our
stockholders holding a majority of the voting power of our outstanding common
stock as of the Record Date.
Our board of directors unanimously recommends that you
consent to these proposals. These proposals will be approved by our stockholders
when we have received written consents to these proposals from our stockholders
representing a majority of the voting power of our outstanding common stock. If
you approve these proposals, please mark the enclosed written consent form to
vote For these proposals, and complete, date, sign and return your written
consent to us.
Please mail or fax your written consent to us no later than
November 30, 2010 at:
Lake Victoria Mining Company, Inc.
1781 Larkspur Drive
Golden, Colorado, USA 80401
Fax: 1-866-910-6114
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Question and Answers about This Consent Solicitation
Why am I receiving these materials?
We are asking our stockholders to approve the following
proposals by written consents:
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1.
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Approval of the amendment of our articles of
incorporation to increase the number of authorized shares of our common
stock from 100,000,000 to 250,000,000 (the Amendment); and
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2.
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Approval of our 2010 Stock Option Plan (the 2010
Plan).
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On October 7, 2010 our board of directors approved these
proposals and we are now seeking stockholder approvals of these proposals. The
stockholder approval of the 2010 Plan is required in order to qualify certain
options granted under the 2010 Plan for favorable income tax treatments under
the U.S. tax laws. The full text of our amended articles of incorporation, is
attached to this consent solicitation statement as Schedule A.
What is included in these materials?
These materials include:
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this consent solicitation statement; and
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the written consent form.
Important Notice Regarding the Availability of Materials for
This Consent Solicitation
This consent solicitation statement and the written consent
form are available at:
http://lakevictoriaminingcompany.com/
What do I need to do now?
We urge you to carefully read and consider the information
contained in this consent solicitation statement. We request that you send your
written consent to each of the proposals described in this consent solicitation
statement.
Who can give the written consents?
Our board of directors has fixed the close of business on
November 4, 2010 as the record date (the Record Date) for determination of our
stockholders entitled to give written consents. If you were a stockholder of
record on the Record Date, you are entitled to give written consents to these
proposals.
As of the Record Date, 76,246,900 shares of our common stock
were issued and outstanding and, therefore, a total of 76,246,900 votes are
entitled to be given by written consents.
How many votes do I have?
On each proposal, you have one vote for each share of our
common stock that you owned as of the Record Date.
How do I send my written consents?
If you are a stockholder of record, please complete, date,
sign, and return the enclosed written consent form via facsimile to
1-866-910-6114 or by mail to the following address:
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Lake Victoria Mining Company, Inc.
1781 Larkspur Drive
Golden, Colorado, USA 80401
If you hold your shares in street name and wish to send your
written consents, you must follow the instructions given by your broker, bank,
or other nominee or contact your broker, bank, or other nominee for the
information on how to send your written consents.
What is the difference between a stockholder of record and a
street name holder?
If your shares are registered directly in your name with our
transfer agent, Pacific Stock Transfer Company, then you are a stockholder of
record with respect to those shares.
If your shares are held in a stock brokerage account or by a
bank, or other nominee, then the broker, bank, or other nominee is the
stockholder of record with respect to those shares. However, you still are the
beneficial owner of those shares, and your shares are said to be held in street
name. Street name holders generally cannot send their written consents directly
and must instead instruct the broker, bank, or other nominee on how to send
their written consents.
What vote is required for the approval of a
proposal?
Each proposal will be approved by our stockholders if we
receive the written consents of our stockholders representing a majority of the
voting power of our outstanding common stock as of the Record Date, or written
consents representing at least 38,885,919 shares of our common stock.
How are votes counted?
A written consent form that has been signed, dated and
delivered to us with the For box checked will constitute consent for the
proposal. A written consent form that has been signed, dated and delivered to us
with the Against or Abstain boxes checked or without any of the boxes
checked will be counted as a vote against the proposal. Abstentions and broker
non-votes will have the same effect as a vote against the proposal.
A broker non-vote occurs when a broker, bank, or other
nominee holding shares for a beneficial owner in street name does not vote on a
particular proposal because it does not have discretionary voting power with
respect to that proposal and has not received instructions with respect to that
proposal from the beneficial owner of those shares, despite voting on at least
one other proposal for which it does have discretionary authority or for which
it has received instructions.
When is the approval of a proposal effective?
The approval of our stockholders of each proposal is effective
when we receive the written consents to the proposal from our stockholders
representing a majority of the voting power of our outstanding common stock as
of the Record Date.
How does the board of directors recommend that I
vote?
Our board of directors recommends that you vote:
Can I revoke my written consent after sending it?
Yes. A written consent, once dated, signed and delivered to us,
will remain effective unless and until revoked by a written notice of revocation
dated, signed and delivered to us before the time that we have received written
consents to these proposals from our stockholders representing a
majority of the voting power of our outstanding common stock as of the Record
Date. Please send your notice of revocation via same facsimile number or by the
same mailing address that you would send your written consent, as disclosed
elsewhere in this consent solicitation statement.
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Do I have the rights of appraisal or similar rights of
dissenters with respect to these proposals?
No. Neither Nevada law nor our articles of incorporation or
bylaws provide our stockholders with the rights of appraisal or similar rights
of dissenters with respect to these proposals.
Who pays for the expense of this consent
solicitation?
We will pay for the expense of soliciting the written consents
and the cost of preparing, assembling and mailing material in connection
therewith. Copies of solicitation materials will be furnished to banks,
brokerage houses, fiduciaries and custodians holding in their names shares of
our common stock beneficially owned by others to forward to the beneficial
owners. We may reimburse persons representing beneficial owners of our common
stock for their costs of forwarding solicitation materials to the beneficial
owners. Original solicitation of written consents by mail may be supplemented by
telephone, facsimile, other approved electronic media or personal solicitation
by our director, officer, or regular employees. These individuals will receive
no additional compensation for such services.
Forward-Looking Statements
This consent solicitation statement contains forward-looking
statements. These statements relate to future events. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expect, plan, anticipate, believe, estimate, predict, potential or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our companys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
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PROPOSAL 1
APPROVAL OF AMENDMENT OF OUR ARTICLES OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM
100,000,000
TO 250,000,000
We are asking our stockholders to approve an amendment of our
articles of incorporation to increase the number of authorized shares of our
common stock from 100,000,000 to 250,000,000 (the Amendment).
Our articles of incorporation currently provide for authorized
capital stock consisting of 100,000,000 shares of common stock, par value
$0.00001 per share and 100,000,000 shares of preferred stock, par value
$0.00001. As of November 4, 2010, we had 76,246,900 shares of our common stock
issued and outstanding. As of November 4, 2010 we have outstanding options
and warrants to acquire 25,604,901 additional shares of our common stock.
Our board of directors believes that it is necessary and
prudent to amend our articles of incorporation to increase the number of
authorized shares of our common stock from 100,000,000 to 250,000,000 to allow
us to issue additional shares of our common stock for the purposes described
below, and for any other lawful purpose. We have no current intention or
commitment to issue an amount of shares in excess of the 250,000,000 shares
currently authorized.
Purpose and Effect of Increase in the Number of
Authorized Shares of Our Common Stock
The primary reason for the increase to the authorized capital
is due to the fact that our authorized shares of common stock are presently
limited to 100,000,000 shares of common stock and we have 76,246,900 shares of
our common stock issued and outstanding options and warrants to
acquire 25,604,901 additional shares of our common stock. Accordingly, without the increase to our
authorized capital we are unable to issue any shares of common stock that have
not already been allocated. Our board of directors believes that an increase in
the number of authorized shares of our common stock will provide us with the
flexibility to meet business needs as they arise, to take advantage of favorable
opportunities and to respond to a changing corporate environment. The increased
reserve of shares available for issuance would give us the flexibility of using
our common stock to raise capital and/or as consideration in acquiring other
businesses.
The increased reserve of shares available for issuance may be
used to facilitate public or private financings. If sufficient operating funds
cannot be generated by operations, we may need to, among other things, issue and
sell our unregistered common stock, or securities convertible into our common
stock, in private transactions. Such transactions might not be available on
terms favorable to us, or at all. We may sell our common stock at prices less
than the public trading price of our common stock at the time, and we may grant
additional contractual rights to purchase our common stock not available to
other holders of our common stock, such as warrants to purchase additional
shares of our common stock or anti-dilution protections. We have no plans or
agreements in place for any financing at this time and have no intentions at
this time to issue any of the additional available authorized shares of our
common stock for any financing if this proposal is approved.
We are continuously seeking opportunities to acquire more
mining properties. Such acquisitions may be effected using shares of our common
stock or other securities convertible into our common stock and/or by using
capital that may need to be raised by selling such securities. The current
number of available authorized shares of our common stock limits our ability to
effect acquisitions of mineral properties using shares of our common stock or
issuing shares to raise capital to fund such acquisitions or for other
purposes.
In addition, the increased reserve of shares available for
issuance may be used for our equity incentive plans for grants to our directors,
officers, employees and consultants, and those of our subsidiaries. Our board of
directors believes that it is critical to incentivize our directors, officers,
employees and consultants, and those of our subsidiary, to increase our revenues
and profitability, if any, and as a result, our market value, through equity
incentive awards. Such equity incentive plans may also be used to attract and
retain employees or in connection with potential acquisitions if we grant
options to the employees of the acquired companies. Our board of directors believes that our ability to achieve our growth strategy may be
impaired without additional authorized shares of our common stock that could be
used to provide such equity incentives.
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The flexibility of our board of directors to issue additional
shares of our common stock could also have an anti-takeover effect and enhance
our ability to negotiate on behalf of our stockholders in a takeover situation.
The authorized but unissued shares of our common stock could be used by our
board of directors to discourage, delay or make more difficult a change in the
control of our company. For example, such shares could be privately placed with
purchasers who might align themselves with our board of directors in opposing a
hostile takeover bid. The issuance of additional shares could serve to dilute
the stock ownership of persons seeking to obtain control and thereby increase
the cost of acquiring a given percentage of the outstanding stock. Stockholders
should therefore be aware that approval of this proposal could facilitate future
efforts by our board of directors to deter or prevent changes in control of our
company, including transactions in which our stockholders might otherwise
receive a premium for their shares over then current market prices. The increase
in our authorized capital stock, however, is not being proposed in response to
any effort of which we are aware to accumulate shares of our common stock or to
obtain control of us.
The availability of additional shares of our common stock is
particularly important in the event that our board of directors needs to
undertake any of the foregoing actions on an expedited basis and therefore needs
to avoid the time (and expense) of seeking stockholder approval in connection
with the contemplated action. If this proposal is approved by our stockholders,
our board of directors does not intend to solicit further stockholder approval
prior to the issuance of any additional shares of our common stock, except as
may be required by applicable laws or rules.
The possible future issuance of shares of equity securities
consisting of our common stock or securities convertible into our common stock
could affect our current stockholders in a number of ways, including the
following:
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diluting the voting power of the current holders of our common stock;
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diluting the market price of our common stock, to the extent that the
shares of our common stock are issued and sold at prices below current trading
prices of our common stock, or if the issuance consists of equity securities
convertible into our common stock, to the extent that the securities provide
for the conversion into our common stock at prices that could be below current
trading prices of our common stock;
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diluting the earnings per share and book value per share of the
outstanding shares of our common stock; and
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making the payment of dividends on our common stock potentially more
expensive.
Other than as disclosed above, we have no intentions, plans,
proposals or arrangements, written or otherwise, at this time to issue any of
the additional available authorized shares of our common stock if this proposal
is approved.
Effective Date of the Amendment
If the Amendment is approved by our stockholders, we have to
file the certificate of amendment for the Amendment with the Nevada Secretary of
State in order for the Amendment to become effective. If we obtain stockholder
approval of the Amendment, we intend to file the certificate of amendment for
the Amendment as soon as practicable.
The proposed form of the certificate of amendment for the
Amendment is attached hereto as Schedule A. The text of the certificate of
amendment is subject to revision for such changes as may be required by the
Nevada Secretary of State and other changes consistent with the Amendment that
we may deem necessary or appropriate.
Our board of directors reserves the right, notwithstanding
stockholder approval of the Amendment and without further action by our
stockholders, not to proceed with the Amendment at any time before the effective
date of the Amendment of our articles of incorporation.
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Description of Securities
Our current authorized capital stock consists of 100,000,000
shares of common stock, with a par value of $0.00001 per share and 100,000,000
shares of preferred stock, with a par value of $0.00001. In addition, we are
asking our stockholders to approve the amendment to our articles of
incorporation to increase the number of authorized shares of our common stock
from 100,000,000 to 250,000,000.
Common Stock
Our authorized capital stock consists of 100,000,000 shares of
common stock, par value $0.00001 per share. The holders of our common stock:
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have equal ratable rights to dividends from funds legally available if and
when declared by our board of directors;
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are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
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do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
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are entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
Our common stock is entitled to one vote per share on all
matters submitted to a vote of the stockholders, including the election of
directors. Generally, when a quorum is present or represented at any meeting of
our stockholders, the vote of the holders of a majority of our common stock
present in person or represented by proxy is sufficient to elect our directors
or to decide any question brought before such meeting, subject to any voting
rights granted to holders of any preferred stock. Generally, the holders of at
least 10% of our common stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, constitutes a quorum at all
meetings of our stockholders for the transaction of business. Our articles of
incorporation do not provide for cumulative voting in the election of directors.
In addition, generally, any action which may be taken by the vote of our
stockholders at a meeting may be taken without a meeting if authorized by the
written consent of our stockholders holding at least a majority of the voting
power.
Subject to any preferential rights of any outstanding series of
our preferred stock created by our board of directors, upon liquidation,
dissolution or winding up of our company, the holders of our common stock are
entitled to share ratably in all net assets available for distribution to our
stockholders after payment to creditors.
Subject to any preferential rights of any outstanding series of
our preferred stock created by our board of directors from time to time, the
holders of our common stock are entitled to receive the dividends as may be
declared by our board of directors out of funds legally available for dividends.
Our board of directors is not obligated to declare a dividend. Any future
dividends will be subject to the discretion of our board of directors and will
depend upon, among other things, future earnings, the operating and financial
condition of our company, its capital requirements, general business conditions
and other pertinent factors. It is not anticipated that dividends will be paid
in the foreseeable future.
Our common stock is not convertible or redeemable and has no
preemptive, subscription or conversion rights. There are no conversions,
redemption, sinking fund or similar provisions regarding our common stock. Each
outstanding share of our common stock is entitled to one vote on all matters
submitted to a vote of stockholders. There are no cumulative voting rights.
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Preferred Stock
If our articles of incorporation authorize issuance of the
preferred stock into one or more series, each of which may be so designated as
to distinguish the shares of each series of preferred stock from the shares of
all other series and classes. Also our board of directors is authorized, within any
limitations prescribed by law and our articles of incorporation to fix and
determine the designations, rights, qualifications, preferences, limitations and
terms of the shares of any series of preferred stock including but not limited
to the following:
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(a)
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the rate of dividend, the time of payment of dividends,
whether dividends are cumulative, and the date from which any dividends
shall accrue;
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(b)
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whether shares may be redeemed, and, if so, the
redemption price and the terms and conditions of redemption;
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(c)
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the amount payable upon shares of preferred stock in the
event of voluntary or involuntary liquidation;
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(d)
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sinking fund or other provisions, if any, for the
redemption or purchase of shares of preferred stock;
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the terms and conditions on which shares of preferred
stock may be converted, if the shares of any series are issued with the
privilege of conversion;
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(f)
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voting powers, if any, provided that if any of the
preferred stock or series thereof will have voting rights, such preferred
stock or series will vote only on a share for share basis with our common
stock on any matter, including but not limited to the election of
directors, for which such preferred stock or series has such rights;
and
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subject to the above, such other terms, qualifications,
privileges, limitations, options, restrictions, and special or relative
rights and preferences, if any, of shares or such series as our board of
directors may, at the time so acting, lawfully fix and determine under the
laws of the state of Nevada.
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We must not declare, pay or set apart for payment any dividend
or other distribution in respect of our common stock, nor must we redeem,
purchase or otherwise acquire for consideration shares of any of our common
stock, unless dividends, if any, payable to holders of our preferred stock for
the current period (and in the case of cumulative dividends, if any, payable to
holders of our preferred stock for the current period and in the case of
cumulative dividends, if any, for all past periods) have been paid, are being
paid or have been set aside for payment, in accordance with the terms of our
preferred stock, as fixed by our board of directors.
In the event of the liquidation of our company, holders of our
preferred stock will be entitled to receive, before any payment or distribution
on our common stock, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
preferred stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such preferred stock (whether or
not earned or declared) to the date of such distribution.
PROPOSAL 2
APPROVAL OF OUR 2010 STOCK OPTION PLAN
In this proposal, we are asking you to approve the 2010 Plan,
which provides for granting of stock options to acquire up to a total of
10,000,000 shares of our common stock. On October 7, 2010, our board of
directors adopted the 2010 Plan.
Description of Our 2010 Stock Option Plan
The following is a summary of the material features of the 2010
Plan. The full text of the 2010 Plan is attached to this consent solicitation
statement as Schedule B.
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Purpose
The purpose of the 2010 Plan is to retain the services of
valued key employees and consultants of our company and such other persons as
the 2010 Plan administrator selects, and to encourage such persons to acquire a
greater proprietary interest in our company, thereby strengthening their
incentive to achieve the objectives of our stockholders, and to serve as an aid and inducement in the
hiring of new employees and to provide an equity incentive to consultants and
other persons selected by the 2010 Plan administrator.
Administration
The 2010 Plan administrator, which is currently our board of
directors, administers the 2010 Plan. The 2010 Plan administrator has sole
authority, in its absolute discretion, to (i) construe and interpret the 2010
Plan; (ii) grant stock options under the 2010 Plan; (iii) determine the
individuals to whom stock options will be granted under the 2010 Plan and
whether the option is an incentive stock option or a non-qualified stock option;
(iv) determine the number of shares of our common stock subject to each stock
option, the exercise price of each stock option, and the duration of each stock
option.
Eligibility
An employee of our company or subsidiary subject to tax in the
United States are eligible to receive incentive stock options. As of November 4,
2010, there is no person eligible to receive incentive stock options. Employees
of our company or subsidiaries, consultants and such other persons as the 2010
Plan administrator selects are eligible to receive non-qualified stock options.
Shares Subject to Our 2010 Stock Option Plan
Under the 2010 Plan, the 2010 Plan administrator is authorized
to grant stock options to acquire up to a total of 10,000,000 shares of our
common stock.
Type of Stock Options
Under the 2010 Plan, either incentive stock options or
non-qualified stock options may be granted. Incentive stock options are stock
options that qualify for certain favorable tax treatment under the U.S. tax
laws. Non-qualified stock options are stock options that are not incentive stock
options. The aggregate fair market value on the date of grant of our common
stock with respect to which incentive stock options are exercisable for the
first time by an optionee subject to tax in the United States during any
calendar year must not exceed $100,000, or such other limit as may be prescribed
by the Internal Revenue Code.
Stock Option Price
The per share exercise price for an incentive stock option must
not be less than the fair market value per share of our common stock on the date
of grant. With respect to incentive stock options granted to greater-than-ten
percent stockholder of our company, the exercise price per share must not be
less than 110% of the fair market value per share of our common stock on the
date of grant. With respect to non-qualified stock options, the exercise price
per share must be determined by the 2010 Plan administrator at the time the
stock option is granted.
Duration of Stock Options
The expiration date of a stock option must not be later than 10
years from the date of grant; provided that the expiration date of any incentive
stock option granted to a greater-than-ten percent stockholder of our company
must not be later than five years from the date of grant.
Vesting Schedule
The vesting schedule for each stock option must be specified by
the 2010 Plan administrator at the time of grant prior to the provision of
services with respect to which such stock option is granted. If no vesting
schedule is specified at the time of grant, the stock option must vest pursuant
to the following vesting schedule:
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25% of the stock option must vest and be exercisable 90 days from the date
of granting;
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25% of the stock option must vest and be exercisable 12 months from the
date of granting;
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25% of the stock option must vest and be exercisable 24 months from the
date of granting; and
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25% of the stock option must vest and be exercisable 36 months from the
date of granting.
The 2010 Plan administrator may accelerate the vesting of one
or more outstanding stock options.
Term of Stock Option
Stock options that have vested but not exercised terminate upon
the occurrence of the first of the following events: (i) the expiration of the
option; (ii) the date of an optionees termination of employment or contractual
relationship with our company for cause; (iii) the expiration of three months
from the date of an optionees termination of employment or contractual
relationship for any reason other than cause, death or certain disability; and
(iv) the expiration of one year from termination of an optionees employment or
contractual relationship by reason of death or certain disability. Stock options
that have not vested terminate immediately upon the optionees resigning from or
our terminating the optionees employment or contractual relationship with our
company for any reason whatsoever, including death or disability.
Transfer of Stock Option
The stock options granted under the 2010 Plan may not be
transferred, assigned, pledged or hypothecated in any manner other than by will
or by applicable laws of descent and distribution or pursuant to a qualified
domestic relations order except for under certain limited circumstances. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
stock option contrary to the provisions of the 2010 Plan, or upon the sale, levy
or any attachment or similar process the rights and privileges conferred by the
2010 Plan, such stock option will terminate and become null and void.
Securities Regulation and Tax Withholding
The shares of our common stock will not be issued with respect
to a stock option unless the exercise of such stock option and the issuance and
delivery of such shares comply with applicable United States federal and state
securities laws, the Internal Revenue Code, the rules of any applicable foreign
jurisdiction. The optionee must pay to us promptly upon exercise of a stock
option or, if later, the date that the amount of such obligations becomes
determinable, all applicable federal, state, local and foreign withholding taxes
resulting upon exercise of a stock option or from a transfer or other
disposition of shares of our common stock acquired upon exercise of a stock
option or otherwise related to a stock option or shares of our common stock
acquired in connection with a stock option.
Certain Corporate Transactions
If we are involved in a merger, consolidation, acquisition of
property, reorganization, or liquidation, or we declare a dividend payable in,
or subdivided, reclassify, reorganize, or combine our common stock or otherwise
effect a change in our outstanding common stock as a result of a stock split,
reverse stock split or other recapitalization, the 2010 Plan administrator will,
with respect to each outstanding stock option, proportionately adjust the number
of shares of our common stock subject to such stock option and/or the exercise
price per share so as to preserve the rights of the optionee substantially
proportionate to the rights of the optionee prior to such event. Also to the
extent such action include an increase or decrease in the number of shares of
our common stock, the number of shares available under the 2010 Plan and the
exercise price for such stock option will automatically be increased or
decreased proportionately.
Term of the 2010 Plan
The 2010 Plan administrator may grant incentive stock options
on or after the date on which the 2010 Plan is adopted through the day
immediately preceding the 10th anniversary of the date the 2010 Plan is adopted.
The 2010 Plan administrator may grant non-qualified stock options on or
after the date the 2010 Plan is adopted and until the 2010 Plan is terminated by
our board of directors.
11
Amendment and Termination
The 2010 Plan administrator may, subject to applicable laws, at
any time modify, amend or terminate the 2010 Plan or modify or amend stock
options granted under the 2010 Plan, provided, however, that (i) no amendment
with respect to an outstanding stock option which has the effect of reducing the
benefits afforded to the optionee must be made over the objection of such
optionee; (ii) the events triggering acceleration of vesting of outstanding
stock options may be modified, expanded, or eliminated without the consent of
the optionees; and (iii) the 2010 Plan administrator may not increase the number
of shares available for issuance on the exercise of incentive stock options
without stockholder approval.
Federal Income Tax Consequences Relating to Our 2010 Stock
Option Plan
The following discussion summarizes our understanding of the
more significant United States federal income tax consequences associated with
options granted under the and does not address any estate, gift, state, local or
non-U.S. tax laws. The tax consequences of receipt of any options under the 2010
Plan may vary depending upon the particular circumstances and it should be noted
that the income tax laws, regulations and interpretations thereof change
frequently. Optionees should rely upon their own tax consultants for advice
concerning the specific tax consequences applicable to them.
Incentive Stock Options
The grant of an incentive stock option will not be a taxable
event for the optionee or for us. An optionee will not recognize taxable income
upon exercise of an incentive stock option (except that the alternative minimum
tax may apply), and any gain realized upon a disposition of our common stock
received pursuant to the exercise of an incentive stock option will be taxed as
long-term capital gain if the optionee holds the shares of our common stock for
at least two years after the date of grant and for one year after the date of
exercise (the Holding Period Requirement). We will not be entitled to any
business expense deduction with respect to the exercise of an incentive stock
option, except as discussed below.
For the exercise of a stock option to qualify for the foregoing
tax treatment, the optionee generally must be our employee or an employee of our
subsidiary from the date the stock option is granted through a date within three
months before the date of exercise of the stock option.
If all of the foregoing requirements are met except the Holding
Period Requirement, the optionee will recognize ordinary income upon the
disposition of our common stock in an amount generally equal to the excess of
the fair market value of our common stock at the time the stock option was
exercised over the option exercise price (but not in excess of the gain realized
on the sale). The balance of the realized gain, if any, will be capital gain. We
will be allowed a business expense deduction to the extent the optionee
recognizes ordinary income, subject to our compliance with Section 162(m) of the
Internal Revenue Code and to certain reporting requirements.
Non-Qualified Stock Options
The grant of a non-qualified stock option will not be a taxable
event for the optionee or us. Upon exercising a non-qualified stock option, an
optionee will recognize ordinary income in an amount equal to the difference
between the exercise price and the fair market value of our common stock on the
date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant
to the exercise of a non-qualified stock option, the optionee will have taxable
capital gain or loss, measured by the difference between the amount realized on
the disposition and the tax basis of the shares of our common stock (generally,
the amount paid for the shares plus the amount treated as ordinary income at the
time the stock option was exercised).
If we comply with applicable reporting requirements and with
the restrictions of Section 162(m) of the Internal Revenue Code, we will be
entitled to a business expense deduction in the same amount and generally at the
same time as the optionee recognizes ordinary income.
12
New 2010 Plan Benefits
The following chart discloses the benefits that will be
received by or allocated to certain persons:
Name and Position
|
Dollar Value ($)
|
Number of Units
|
David Kalenuik
Chief Executive Officer and President
|
Nil
|
1,000,000
|
Ming Zhu
Chief Financial Officer
|
Nil
|
200,000
|
Heidi Kalenuik
Secretary and Treasurer
|
Nil
|
840,000
|
Roger Newell
Former Chief Executive Officer, Chief Financial
Officer and President
|
Nil
|
840,000
|
Executive Group
|
Nil
|
2,880,000
|
Non-Executive Director Group
|
Nil
|
700,000
|
Non-Executive Officer Employee Group
|
Nil
|
620,000
|
EXECUTIVE COMPENSATION
The particulars of compensation paid to the following
persons:
|
(a)
|
our principal executive officer;
|
|
|
|
|
(b)
|
each of our two most highly compensated executive
officers who were serving as executive officers at the end of the year
ended March 31, 2010; and
|
|
|
|
|
(c)
|
up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the most recently
completed financial year,
|
who we collectively refer to as the named executive officers,
for the fiscal years ended March 31, 2010 and 2009, are set out in the following
summary compensation table:
SUMMARY COMPENSATION TABLE
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensa-
tion
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa
-tion
($)
|
Total
($)
|
Roger Newell
President, Chief Executive Officer and Chief Financial Officer
|
2010
2009
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$125,000(1)
Nil
|
$125,000
Nil
|
Heidi Kalenuik
Secretary, Treasurer
|
2010
2009
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
$181,250(2)
Nil
|
$181,250
Nil
|
(1) During the fiscal year, Mr. Roger Newell provided
geological professional service to our wholly owned subsidiary, Kilimanjaro
Mining Company. He received $85,000 in cash, $12,500 in restricted common shares
and deferred compensation of $27,500 to be paid for his services rendered. Mr. Newell resigned as CEO, CFO and President of the Company on October 7, 2010. Effective October 7, 2010 David Kalenuik was appointed as CEO and President and Ming Zhu was appointed as CFO.
(2) During the fiscal year, Mrs. Heidi Kalenuik received
management fees from our wholly owned subsidiary, Kilimanjaro Mining Company, of
$93,500 in cash, $85,625 in restricted common shares and $2,125 to be paid.
13
Employment Contracts
Roger Newell provides management and geological consulting
services to the Company in consideration of which the Company pays Mr. Newell a consulting fee of $10,000 per month. The
consulting agreement is on a month to month basis with no formal contract and
the payment is made by our wholly owned subsidiary company, Kilimanjaro Mining
Company Inc.
Ming Zhu provides accounting and management consulting services
to the Company in consideration of which the Company pays Mr. Zhu a professional fee of $5000 per month. The consulting
agreement is on a month to month basis with no formal contract and the payment
is made by our wholly owned subsidiary company, Kilimanjaro Mining Company
Inc.
Heidi Kalenuik provides administrative and management
consulting services to the Company in consideration of which the Company pays Mrs. Kalenuik a consulting/management fee of $8,500 per
month. The consulting agreement is on a month to month basis with no formal
contract and the payment is made by our wholly owned subsidiary company,
Kilimanjaro Mining Company Inc.
David Kalenuik provides business development and management
consulting services to the Company in consideration of which the Company pays Mr. Kalenuik a consulting fee of $4,500 per
month. The consulting agreement is on a month to month basis with no formal
contract and the payment is made by our wholly owned subsidiary company,
Kilimanjaro Mining Company Inc.
Director Compensation
DIRECTOR COMPENSATION
|
Name
(a)
|
Fees
Earned
or
Paid in
Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
Non-Equity
Incentive
Plan
Compensation
($)
(e)
|
Nonqualified
Deferred
Compensation
Earnings
($)
(f)
|
All
Other
Compensation
($)
(g)
|
Total
($)
(h)
|
Roger Newell
|
Nil
|
12,500
|
Nil
|
Nil
|
Nil
|
Nil
|
12,500
|
Heidi Kalenuik
|
Nil
|
85,625
|
Nil
|
Nil
|
Nil
|
Nil
|
85,625
|
Ahmed Magoma
|
11,000
|
37,500
|
Nil
|
Nil
|
Nil
|
75,633(1)
|
124,133
|
(1) During the fiscal year ended March 31, 2010, Mr. Ahmed Magoma was paid salary of
$30,633 from one subsidiary of the Company and received $45,000 in fees in
connection with services provided during the acquisition of the Singida property
licenses.
Aggregated Options Exercised in the Year Ended March 31,
2010 and Year End Option Values
There were no stock options exercised during the year ended
March 31, 2010.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND
MANAGEMENT
As of November 4, 2010, there were 76,246,900 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) our directors and executive officers and (ii) persons known to
us to beneficially own more than 5% of our common stock.
14
Title of Class
|
Name and Address
of Beneficial
Owner
|
Number of Shares
Beneficially
Owned
(1)
|
Percentage of Class
(2)
|
Director and Officer
|
Common Stock
|
Roger A. Newell
1781 Larkspur Dr
Golden, CO 80401
|
2,465,000
(6)
|
3.2%
|
Common Stock
|
Heidi Kalenuik
1781 Larkspur Drive
Golden, CO, USA 80401
|
19,511,000
(3)
|
24.7%
|
Common Stock
|
David Kalenuik
1781 Larkspur Drive
Golden, CO, USA 80401
|
19,511,000
(3)
|
24.7%
|
Common Stock
|
Ahmed A. Magoma
1781 Larkspur Drive
Golden, CO, USA 80401
|
1,173,750
(8)
|
1.5%
|
Common Stock
|
Ian A. Shaw
1781 Larkspur Drive
Golden,
CO, USA 80401
|
1,000,000
(7)
|
1.3%
|
Common Stock
|
Ming Zhu
1781 Larkspur Drive
Golden,
CO, USA 80401
|
290,000
(9)
|
*
|
Common Stock
|
Directors and Officers as
a group
(6)
|
24,439,750
(4)
|
29.9%
(5)
|
5%
Stockholders
|
Common Stock
|
Heidi Kalenuik
1781 Larkspur Drive
Golden, CO, USA 80401
|
19,511,000
(3)
|
24.7%
|
Common Stock
|
David Kalenuik
1781 Larkspur Drive
Golden, CO, USA 80401
|
19,511,000
(3)
|
24.7%
|
*
|
Less than 1%.
|
(1)
|
Beneficial ownership is determined in accordance with the
rules of the Securities Exchange Commission and generally includes voting
or investment power with respect to securities. Except as otherwise
indicated, we believe that the beneficial owners of the common stock
listed above, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to
community property laws where applicable.
|
(2)
|
Percentage based on 76,246,900 shares of common stock
outstanding on November 4, 2010.
|
(3)
|
Consists of: 720,000 shares of common stock held by David
Kalenuik, stock options of David Kalenuik exercisable to acquire an additional 1,000,000 shares of common stock within 60 days of November 4, 2010, 16,186,000 shares of common stock held by his spouse, Heidi
Kalenuik, 15,000 shares of common stock registered in the name of their
children, a warrant held by Heidi Kalenuik
exercisable to acquire an additional 750,000 shares of common stock within
60 days of November 4, 2010, and stock options of Heidi Kalenuik exercisable to acquire an additional 840,000 shares of common stock within 60 days of November 4, 2010.
|
(4)
|
The total Directors and Officers as a Group includes all
shares of common stock held by each of them as of November 4, 2010 ,
including shares of restricted stock subject to options or warrants
currently exercisable or exercisable within 60 days of November 4, 2010.
|
(5)
|
The percentage is calculated using the total number of
Common Stock held by Directors and Officers as a group , including all
shares of restricted stock held by the group which are subject to options or warrants currently
exercisable or exercisable within 60 days of November 4, 2010.
|
(6)
|
Consists of 925,000 shares of common stock held by Mr.
Newell, warrants to acquire an additional 700,000 shares of the
Companys common stock and options to acquire an additional 840,000 shares of the Company’s common stock within 60 days of November 4, 2010.
|
15
(7)
|
Consists of 300,000 shares of common stock held by Mr.
Shaw and warrants to acquire an additional 500,000 shares of the Companys
common stock and options to acquire an additional 200,000 shares of the Company’s common stock within 60 days of of November 4, 2010.
|
(8)
|
Consists of 673,750 shares of common stock held by Mr. Magoma and options to acquire an additional 500,000 shares of the Company’s common stock within 60 days of November 4, 2010
|
(9)
|
Consists of 90,000 shares of common stock held by Mr. Zhu and options to acquire an additional 200,000 shares of the Company’s common stock within 60 days of November 4, 2010.
|
Changes in Control
There are no arrangements which may result in a change of
control of Lake Victoria Mining Company, Inc. There are no known persons that
may assume control of the Company.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than the options granted to our directors and executive officers under the 2010 Plan outlined above, no person who has been a director or executive officer of our
company at any time since the beginning of our fiscal year ended March 31, 2010
and no associate of any of the foregoing persons has any substantial interest,
direct or indirect, by security holding or otherwise, in any matter to be acted
upon.
STOCKHOLDER PROPOSALS
The deadline for submitting stockholder proposals for inclusion
in our proxy statement and form of proxy for the next annual meeting of
stockholders is a reasonable time before we begin to print and send our proxy
materials. Proposals received after such time will be considered untimely. In
addition, the acceptance of such proposals is subject to the Securities and
Exchange Commission guidelines.
HOUSEHOLDING OF PROXY MATERIALS
The Securities and Exchange Commission permits companies and
intermediaries such as brokers to satisfy the delivery requirements for proxy
materials with respect to two or more stockholders sharing the same address by
delivering a single set of proxy materials addressed to those stockholders. This
process, which is commonly referred to as householding, potentially provides
extra conveniences for stockholders and cost savings for companies.
Although we do not intend to household for our stockholders of
record, some brokers household our proxy materials, delivering a single set of
proxy materials to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders. Once you have
received notice from your broker that they will be householding materials to
your address, householding will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish to
participate in householding and would prefer to receive a separate set of proxy
materials, or if you are receiving multiple sets of proxy materials and wish to
receive only one from your broker, please notify your broker.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of
the Securities Exchange Act of 1934 and in accordance with that act, we file
periodic reports, documents and other information with the Securities and
Exchange Commission relating to our business, financial statements and other
matters. These reports and other information may be inspected and are available
for copying at the offices of the Securities and Exchange Commission, 100 F.
Street NE, Washington, DC 20549 or may be accessed at www.sec.gov.
|
By Order of the Board of Directors
|
|
|
|
|
|
/s/ David Kalenuik
|
|
David Kalenuik
|
|
President
|
|
November 5, 2010
|
A-1
SCHEDULE A
ROSS MILLER
|
Secretary of State
|
204 North Carson Street, Suite 1
|
Carson City, Nevada 89701-4299
|
(775) 684-5708
|
Website: secretaryofstate.biz
|
Certificate of Amendment
(PURSUANT TO NRS
78.385 and 78.390)
|
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of
Stock)
1. Name of corporation:
Lake Victoria Mining Company, Inc.
2. The articles have been amended as follows (provide article
numbers, if available):
Article 3
The aggregate number of shares that the corporation is
authorized to issue is 350,000,000, of which 250,000,000 shares are common
stock, with a par value of $0.00001 per share, and 100,000,000 shares are
preferred stock, with a par value of $0.00001 per share.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of
a vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is:
______%
4. Effective date of filing (optional):
5. Officer Signature (required):
*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless of limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above
information and remit the proper fees may cause this filing to be rejected.
SCHEDULE B
2010 Stock Option Plan
LAKE VICTORIA MINING COMPANY, INC.
2010 STOCK OPTION PLAN
This
2010 Stock Option Plan (the Plan) provides for the grant of options to acquire
shares of common stock (the Common Stock), of Lake Victoria Mining Company,
Inc., a Nevada company (the Company). For the purposes of Eligible Employees
(as defined below) who are subject to tax in the United States, stock options
granted under this Plan that qualify under Section 422 of the United States
Internal Revenue Code of 1986, as amended (the Code), are referred to in this
Plan as Incentive Stock Options. Incentive Stock Options and stock options
that do not qualify under Section 422 of the Code (Non-Qualified Stock
Options) and stock options granted to non-United States residents under this
Plan are referred to collectively as Options.
1.
PURPOSE
1.1 The
purpose of this Plan is to retain the services of directors, officers, valued
key employees and consultants of the Company and such other persons as the Plan
Administrator shall select in accordance with Section 3 below, and to encourage
such persons to acquire a greater proprietary interest in the Company, thereby
strengthening their incentive to achieve the objectives of the shareholders of
the Company, and to serve as an aid and inducement in the hiring of new
employees and to provide an equity incentive to consultants and other persons
selected by the Plan Administrator.
1.2 This
Plan shall at all times be subject to all legal requirements relating to the
administration of stock option plans, if any, under applicable Canadian federal
and provincial securities laws, United States federal and state securities laws,
the Code, the rules of any applicable stock exchange or stock quotation system,
and the rules of any foreign jurisdiction applicable to Options granted to
residents therein (collectively, the Applicable Laws).
2.
ADMINISTRATION
2.1 This
Plan shall be administered initially by the Board of Directors of the Company
(the Board), except that the Board may, in its discretion, establish a
committee composed of two (2) or more members of the Board to administer the
Plan, which committee (the Committee) may be an executive, compensation or
other committee, including a separate committee especially created for this
purpose. The Board or, if applicable, the Committee is referred to herein as the
Plan Administrator.
2.2 If
and so long as the Common Stock is registered under Section 12(b) or 12(g) of
the United States
Securities Exchange Act
of 1934, as amended (the
Exchange Act), the Board shall consider in selecting the Plan Administrator
and the membership of any Committee, with respect to any persons subject or
likely to become subject to Section 16 of the Exchange Act, the provisions
regarding (a) outside directors as contemplated by Section 162(m) of the Code,
and (b) Non-Employee Directors as contemplated by Rule 16b-3 under the
Exchange Act.
2.3 The
Committee shall have the powers and authority vested in the Board hereunder
(including the power and authority to interpret any provision of the Plan or of
any Option). The members of any such Committee shall serve at the pleasure of
the Board. A majority of the members of the Committee shall constitute a quorum,
and all actions of the Committee shall be taken by a majority of the members
present. Any action may be taken by a written instrument signed by all of the
members of the Committee and any action so taken shall be fully effective as if
it had been taken at a meeting.
B-2
2.4 The
Board may at any time amend, suspend or terminate the Plan, subject to such
shareholder approval as may be required by Applicable Laws, including the rules
of an applicable stock exchange or other national market system, provided
that:
|
(a)
|
no Options may be granted during any suspension of the
Plan or after termination of the Plan; and
|
|
|
|
|
(b)
|
any amendment, suspension or termination of the Plan will
not affect Options already granted, and such Options will remain in full
force and affect as if the Plan had not been amended, suspended or
terminated, unless mutually agreed otherwise between the Optionee (as
defined below) and the Plan Administrator, which agreement will have to be
in writing and signed by the Optionee and the
Company.
|
2.5 Subject
to the provisions of this Plan, and with a view to effecting its purpose, the
Plan Administrator shall have sole authority, in its absolute discretion,
to:
|
(a)
|
construe and interpret this Plan;
|
|
|
|
|
(b)
|
define the terms used in the Plan;
|
|
|
|
|
(c)
|
prescribe, amend and rescind the rules and regulations
relating to this Plan;
|
|
|
|
|
(d)
|
correct any defect, supply any omission or reconcile any
inconsistency in this Plan;
|
|
|
|
|
(e)
|
grant Options under this Plan;
|
|
|
|
|
(f)
|
determine the individuals to whom Options shall be
granted under this Plan and whether the Option is an Incentive Stock
Option or a Non-Qualified Stock Option, or otherwise;
|
|
|
|
|
(g)
|
determine the time or times at which Options shall be
granted under this Plan;
|
|
|
|
|
(h)
|
determine the number of shares of Common Stock subject to
each Option, the exercise price of each Option, the duration of each
Option and the times at which each Option shall become
exercisable;
|
|
|
|
|
(i)
|
determine all other terms and conditions of the
Options;
|
|
|
|
|
(j)
|
approve the form of Agreements used under this Plan;
and
|
|
|
|
|
(k)
|
make all other determinations and interpretations
necessary and advisable for the administration of the
Plan.
|
2.6 All
decisions, determinations and interpretations made by the Plan Administrator
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries, subject to any contrary
determination by the Board.
3.
ELIGIBILITY
3.1 Incentive
Stock Options may be granted to any individual who, at the time the Option is
granted, is an employee of the Company or any Related Company (as defined below)
(Eligible Employees) subject to tax in the United States.
3.2
Non-Qualified Stock Options may be granted to Eligible Employees, directors,
officers, consultants and to such other persons who are not Eligible Employees
as the Plan Administrator shall select, subject to any Applicable Laws.
B-3
3.3 Options
may be granted in substitution for outstanding options of another company in
connection with the merger, consolidation, acquisition of property or stock or
other reorganization between such other company and the Company or any
subsidiary of the Company. Options also may be granted in exchange for
outstanding Options.
3.4 Any
person to whom an Option is granted under this Plan is referred to as an
Optionee. Any person who is the owner of an Option is referred to as a
Holder.
3.5
As used in this Plan, the term Related Company shall mean any company (other
than the Company) that is a Parent Company of the Company or Subsidiary
Company of the Company, as those terms are defined in Sections 424(e) and
424(f), respectively, of the Code (or any successor provisions) and the
regulations thereunder (as amended from time to time).
4.
STOCK
4.1 The
Plan Administrator is authorized to grant Options to acquire up to 10,000,000
shares of the Companys authorized but unissued, or reacquired, Common Stock.
The number of shares with respect to which Options may be granted hereunder is
subject to adjustment as set forth in Section 5.1(m) hereof. In the event that
any outstanding Option expires or is terminated for any reason, the shares of
Common Stock allocable to the unexercised portion of such Option may again be
subject to an Option granted to the same Optionee or to a different person
eligible under Section 3 of this Plan.
5.
TERMS AND CONDITIONS OF OPTIONS
5.1
Each Option granted under this Plan shall be evidenced by a written agreement
approved by the Plan Administrator (the Agreement). Agreements may contain
such provisions, not inconsistent with this Plan, as the Plan Administrator in
its discretion may deem advisable. All Options also shall comply with the
following requirements:
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(a)
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Number of Shares and Type of Option
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Each Agreement shall state the number of shares of Common
Stock to which it pertains and, for Optionees subject to tax in the United
States, whether the Option is intended to be an Incentive Stock Option or
a Non-Qualified Stock Option,
provided that
:
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(i)
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in the absence of action to the contrary by the Plan
Administrator in connection with the grant of an Option, all Options shall
be Non-Qualified Stock Options;
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(ii)
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the aggregate fair market value (determined at the Date
of Grant, as defined below) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by an Optionee subject to
tax in the United States during any calendar year (granted under this Plan
and all other Incentive Stock Option plans of the Company, a Related
Company or a predecessor company) shall not exceed U.S.$100,000, or such
other limit as may be prescribed by the Code as it may be amended from
time to time (the Annual Limit); and
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(iii)
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any portion of an Option which exceeds the Annual Limit
shall not be void but rather shall be a Non-Qualified Stock
Option.
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(b)
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Date of Grant
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Each Agreement shall state the date the Plan
Administrator has deemed to be the effective date of the Option for
purposes of this Plan (the Date of Grant).
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B-4
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(c)
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Option Price
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Each Agreement shall state the price per share of Common
Stock at which it is exercisable. The Plan Administrator shall act in good
faith to establish the exercise price in accordance with Applicable Laws;
provided that
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(i)
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the per share exercise price for an Incentive Stock
Option or any Option granted to a covered employee as such term is
defined for purposes of Section 162(m) of the Code (Covered Employee)
shall not be less than the fair market value per share of the Common Stock
at the Date of Grant as determined by the Plan Administrator in good
faith;
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(ii)
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with respect to Incentive Stock Options granted to
greater-than-ten percent (>10%) shareholders of the Company (as
determined with reference to Section 424(d) of the Code), the exercise
price per share shall not be less than one hundred ten percent (110%) of
the Fair Market Value (as such term is defined in (v) below) per share of
the Common Stock at the Date of Grant as determined by the Plan
Administrator in good faith;
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(iii)
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Options granted in substitution for outstanding options
of another company in connection with the merger, consolidation,
acquisition of property or stock or other reorganization involving such
other company and the Company or any subsidiary of the Company may be
granted with an exercise price equal to the exercise price for the
substituted option of the other company, subject to any adjustment
consistent with the terms of the transaction pursuant to which the
substitution is to occur; and
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(iv)
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with respect to Non-Qualified Stock Options, the exercise
price per share shall be determined by the Plan Administrator at the time
the Option is granted.
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(v)
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For the purposes of the Plan, Fair Market Value means,
with respect to the Common Stock and as of the date an Incentive Stock
Option is granted hereunder, the market price per share of such Common
Stock determined by the Committee, consistent with the requirements of
Section 422 of the Code and to the extent consistent therewith, as
follows: (i) if the Common Stock was traded on a stock exchange on the
date in question, then the Fair Market Value will be equal to the closing
price reported by the applicable composite-transactions report for such
date; (ii) if the Common Stock was traded over- the-counter on the date in
question and was classified as a national market issue, then the Fair
Market Value will be equal to the last-transaction price quoted by the
applicable trading markets system for such date; (iii) if the Stock was
traded over-the-counter on the date in question but was not classified as
a national market issue, then the Fair Market Value will be equal to the
average of the last reported representative bid and asked prices quoted by
the applicable trading markets system for such date; and (iv) if none of
the foregoing provisions is applicable, then the Fair Market Value will be
determined by the Committee in good faith on such basis as it deems
appropriate.
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(d)
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Duration of Options
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At the time of the grant of the Option, the Plan
Administrator shall designate, subject to paragraph 5.1(g) below, the
expiration date of the Option, which date shall not be later than ten (10)
years from the Date of Grant; provided, that the expiration date of any
Incentive Stock Option granted to a greater-than-ten percent (>10%)
shareholder of the Company (as determined with reference to Section 424(d)
of the Code) shall not be later than five (5) years from the Date of
Grant. In the absence of action to the contrary by the Plan Administrator
in connection with the grant of a particular Option, and except in the
case of Incentive Stock Options as described above, all Options granted
under this Plan shall expire five (5) years from the Date of
Grant.
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B-5
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(e)
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Vesting Schedule
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No Option shall be exercisable until it has vested. The
vesting schedule for each Option shall be specified by the Plan
Administrator at the time of grant of the Option prior to the provision of
services with respect to which such Option is granted; provided that if no
vesting schedule is specified at the time of grant, the Option shall vest
as follows:
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(i)
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90 days after the Date of Grant, the Option shall vest
and shall become exercisable with respect to 25% of the Common Stock to
which it pertains;
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(ii)
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on the first anniversary of the Date of Grant, the Option
shall vest and shall become exercisable with respect to an additional 25%
of the Common Stock to which it pertains;
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(iii)
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on the second anniversary of the Date of Grant, the
Option shall vest and shall become exercisable with respect to an
additional 25% of the Common Stock to which it pertains; and
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(iv)
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on the third anniversary of the Date of Grant, the Option
shall vest and shall become exercisable with respect to balance of the
Common Stock to which it pertains.
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The Plan Administrator may specify a
vesting schedule for all or any portion of an Option based on the achievement of
performance objectives established in advance of the commencement by the
Optionee of services related to the achievement of the performance objectives.
Performance objectives shall be expressed in terms of one or more of the
following: return on equity, return on assets, share price, market share, sales,
earnings per share, costs, net earnings, net worth, inventories, cash and cash
equivalents, gross margin or the Companys performance relative to its internal
business plan, or such other terms as determined and directed by the Board.
Performance objectives may be in respect of the performance of the Company as a
whole (whether on a consolidated or unconsolidated basis), a Related Company, or
a subdivision, operating unit, product or product line of either of the
foregoing. Performance objectives may be absolute or relative and may be
expressed in terms of a progression or a range. An Option that is exercisable
(in full or in part) upon the achievement of one or more performance objectives
may be exercised only following written notice to the Optionee and the Company
by the Plan Administrator that the performance objective has been achieved.
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(f)
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Acceleration of Vesting
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The vesting of one or more outstanding Options may be
accelerated by the Plan Administrator at such times and in such amounts as
it shall determine in its sole discretion. The vesting of Options also
shall be accelerated under the circumstances described in Section 5.1(m)
below.
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(g)
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Term of Option
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(i)
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Options that have vested as specified by the Plan
Administrator or in accordance with this Plan, shall terminate, to the
extent not previously exercised, upon the occurrence of the first of the
following events:
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A.
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the expiration of the Option, as designated by the Plan
Administrator in accordance with Section 5.1(d) above;
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B.
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the date of an Optionees termination of employment or
contractual relationship with the Company or any Related Company for cause
(as determined in the sole discretion of the Plan
Administrator);
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B-6
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C.
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the expiration of three (3) months from the date of (i)
an Optionees termination of employment or contractual relationship with
the Company or any Related Company for any reason whatsoever other than
cause, death or Disability (as defined below), or (ii) an Optionees
resignation as an officer, director, employee or consultant of the Company
or any Related Company; or
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D.
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the expiration of one year (1) from termination of an
Optionees employment or contractual relationship by reason of death or
Disability (as defined below).
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(ii)
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Upon the death of an Optionee, any vested Options held by
the Optionee shall be exercisable only by the person or persons to whom
such Optionees rights under such Option shall pass by the Optionees will
or by the laws of descent and distribution of the Optionees domicile at
the time of death and only until such Options terminate as provided
above.
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(iii)
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For purposes of the Plan, unless otherwise defined in the
Agreement, Disability shall mean medically determinable physical or
mental impairment which has lasted or can be expected to last for a
continuous period of not less than six (6) months or that can be expected
to result in death. The Plan Administrator shall determine whether an
Optionee has incurred a Disability on the basis of medical evidence
acceptable to the Plan Administrator. Upon making a determination of
Disability, the Plan Administrator shall, for purposes of the Plan,
determine the date of an Optionees termination of employment or
contractual relationship.
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(iv)
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Unless accelerated in accordance with Section 5.1(f)
above, unvested Options shall terminate immediately upon the Optionee
resigning from or the Company terminating the Optionees employment or
contractual relationship with the Company or any Related Company for any
reason whatsoever, including death or Disability.
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(v)
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For purposes of this Plan, transfer of employment between
or among the Company and/or any Related Company shall not be deemed to
constitute a termination of employment with the Company or any Related
Company. For purposes of this subsection, employment shall be deemed to
continue while the Optionee is on military leave, sick leave or other bona
fide leave of absence (as determined by the Plan Administrator). The
foregoing notwithstanding, employment shall not be deemed to continue
beyond the first ninety (90) days of such leave, unless the Optionees
re-employment rights are guaranteed by statute or by contract.
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(h)
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Exercise of Options
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(i)
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Options shall be exercisable, in full or in part, at any
time after vesting, until termination. If less than all of the shares
included in the vested portion of any Option are purchased, the remainder
may be purchased at any subsequent time prior to the expiration of the
Option term. No portion of any Option for less than fifty (50) shares (as
adjusted pursuant to Section 5.1(m) below) may be exercised; provided,
that if the vested portion of any Option is less than fifty (50) shares,
it may be exercised with respect to all shares for which it is vested.
Only whole shares may be issued pursuant to an Option, and to the extent
that an Option covers less than one (1) share, it is
unexercisable.
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(ii)
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Options or portions thereof may be exercised by giving
written notice to the Company, which notice shall specify the number of
shares to be purchased, and be accompanied by payment in the amount of the
aggregate exercise price for the Common Stock so purchased, which payment
shall be in the form specified in Section 5.1(i) below. The Company shall
not be obligated to issue, transfer or deliver a certificate of Common
Stock to the Holder of any Option, until provision has been made by the
Holder, to the satisfaction of the Company, for the payment of the
aggregate exercise price for all shares for which the Option shall have been exercised
and for satisfaction of any tax withholding obligations associated with
such exercise.
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B-7
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(iii)
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During the lifetime of an Optionee, Options are
exercisable only by the Optionee or in the case of a Non-Qualified Stock
Option, transferee who takes title to such Option in the manner permitted
by subsection 5.1(k) hereof.
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(i)
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Payment upon Exercise of Option
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Upon the exercise of any Option, the aggregate exercise
price shall be paid to the Company in cash, by certified or cashiers
check or by wire transfer. In addition, if pre-approved in writing by the
Plan Administrator who may arbitrarily withhold consent, the Holder may
pay for all or any portion of the aggregate exercise price by complying
with one or more of the following alternatives:
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(i)
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by delivering to the Company shares of Common Stock
previously held by such Holder, or by the Company withholding shares of
Common Stock otherwise deliverable pursuant to exercise of the Option,
which shares of Common Stock received or withheld shall have a fair market
value at the date of exercise (as determined by the Plan Administrator)
equal to the aggregate exercise price to be paid by the Optionee upon such
exercise; or
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(ii)
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by complying with any other payment mechanism approved by
the Plan Administrator at the time of exercise.
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(j)
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No Rights as a Shareholder
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A Holder shall have no rights as a shareholder with
respect to any shares covered by an Option until such Holder becomes a
record holder of such shares, irrespective of whether such Holder has
given notice of exercise. Subject to the provisions of Section 5.1(m)
hereof, no rights shall accrue to a Holder and no adjustments shall be
made on account of dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights declared
on, or created in, the Common Stock for which the record date is prior to
the date the Holder becomes a record holder of the shares of Common Stock
covered by the Option, irrespective of whether such Holder has given
notice of exercise.
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(k)
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Transfer of Option
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(i)
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Options granted under this Plan and the rights and
privileges conferred by this Plan may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by applicable laws of descent and
distribution or pursuant to a qualified domestic relations order, and
shall not be subject to execution, attachment or similar process; provided
however that, subject to applicable laws:
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A.
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for Incentive Stock Options and if permitted by
applicable law at the time, any Agreement may provide or be amended to
provide that an Option to which it relates is transferable without payment
of consideration to immediate family members of the Optionee or to trusts
or partnerships or limited liability companies established exclusively for
the benefit of the Optionee and the Optionees immediate family members;
or
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B.
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for Non-Qualified Stock Options, the Optionees
heirs or administrators may exercise any portion of the outstanding
Options within one year of the Optionees
death.
|
B-8
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(ii)
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Upon any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of any Option or of any right or privilege conferred
by this Plan contrary to the provisions hereof, or upon the sale, levy or
any attachment or similar process upon the rights and privileges conferred
by this Plan, such Option shall thereupon terminate and become null and
void.
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(l)
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Securities Regulation and Tax Withholding
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(i)
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Shares shall not be issued with respect to an Option
unless the exercise of such Option and the issuance and delivery of such
shares shall comply with all Applicable Laws. The inability of the Company
to obtain from any regulatory body or authority deemed by the Company to
be necessary for the lawful issuance and sale of any Options or shares
under this Plan, or the unavailability of an exemption from registration
for the issuance and sale of any shares under this Plan, shall relieve the
Company of any liability with respect to the non-issuance or sale of such
Options or shares.
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(ii)
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As a condition to the exercise of an Option, the Plan
Administrator may require the Holder to represent and warrant in writing
at the time of such exercise that the shares are being purchased only for
investment and without any then-present intention to sell or distribute
such shares. At the option of the Plan Administrator, a stop-transfer
order against such shares may be placed on the stock books and records of
the Company, and a legend indicating that the stock may not be pledged,
sold or otherwise transferred unless an opinion of counsel is provided
stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on the certificates representing such shares in
order to assure an exemption from registration. The Plan Administrator
also may require such other documentation as may from time to time be
necessary to comply with all Applicable Laws. THE COMPANY HAS NO
OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK
ISSUABLE UPON THE EXERCISE OF OPTIONS.
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(iii)
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The Holder shall pay to the Company by wire transfer,
certified or cashiers check, promptly upon exercise of an Option or, if
later, the date that the amount of such obligations becomes determinable,
all applicable federal, state, provincial, local and foreign withholding
taxes that the Plan Administrator, in its discretion, determines to result
upon exercise of an Option or from a transfer or other disposition of
shares of Common Stock acquired upon exercise of an Option or otherwise
related to an Option or shares of Common Stock acquired in connection with
an Option. Upon approval of the Plan Administrator, a Holder may satisfy
such obligation by complying with one or more of the following
alternatives selected by the Plan Administrator:
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A.
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by delivering to the Company shares of Common Stock
previously held by such Holder or by the Company withholding shares of
Common Stock otherwise deliverable pursuant to the exercise of the Option,
which shares of Common Stock received or withheld shall have a fair market
value at the date of exercise (as determined by the Plan Administrator)
equal to any withholding tax obligations arising as a result of such
exercise, transfer or other disposition; or
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B.
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by complying with any other payment mechanism approved by
the Plan Administrator from time to time.
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(iv)
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The issuance, transfer or delivery of certificates of
Common Stock pursuant to the exercise of Options may be delayed, at the
discretion of the Plan Administrator, until the Plan Administrator is
satisfied that the applicable requirements of all securities laws and
withholding provisions under all applicable laws have been met and that
the Holder has paid or otherwise satisfied any withholding tax obligation
as described in paragraph 5.1(l)(iii) above.
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B-9
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(m)
|
Stock Dividend or Reorganization
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(i)
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If: (1) the Company shall at any time be involved in a
transaction described in Section 424(a) of the Code (or any successor
provision) or any corporate transaction described in the regulations
thereunder; (2) the Company shall declare a dividend payable in, or shall
subdivide, reclassify, reorganize, or combine, its Common Stock or
otherwise effect a change in the outstanding Common Stock as a result of a
stock split, reverse stock split or other recapitalization; or (3) any
other event with substantially the same effect shall occur, the Plan
Administrator shall, subject to applicable law, with respect to each
outstanding Option, proportionately adjust the number of shares of Common
Stock subject to such Option and/or the exercise price per share so as to
preserve the rights of the Holder substantially proportionate to the
rights of the Holder prior to such event, and to the extent that such
action shall include an increase or decrease in the number of shares of
Common Stock subject to outstanding Options, the number of shares
available under Section 4 of this Plan and the exercise price for such
Options shall automatically be increased or decreased, as the case may be,
proportionately, without further action on the part of the Plan
Administrator, the Company, the Companys shareholders, or any Holder, so
as to preserve the proportional rights of the Holder.
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(ii)
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In the event that the presently authorized capital stock
of the Company is changed into the same number of shares with a different
par value, or without par value, the stock resulting from any such change
shall be deemed to be Common Stock within the meaning of the Plan, and
each Option shall apply to the same number of shares of such new stock as
it applied to old shares immediately prior to such change.
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(iii)
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If the Company shall at any time declare an extraordinary
dividend with respect to the Common Stock, whether payable in cash or
other property, the Plan Administrator may, subject to applicable law, in
the exercise of its sole discretion and with respect to each outstanding
Option, proportionately adjust the number of shares of Common Stock
subject to such Option and/or adjust the exercise price per share so as to
preserve the rights of the Holder substantially proportionate to the
rights of the Holder prior to such event, and to the extent that such
action shall include an increase or decrease in the number of shares of
Common Stock subject to outstanding Options, the number of shares
available under Section 4 of this Plan shall automatically be increased or
decreased, as the case may be, proportionately, without further action on
the part of the Plan Administrator, the Company, the Companys
shareholders, or any Holder.
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(iv)
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The foregoing adjustments in the shares subject to
Options shall be made by the Plan Administrator, or by any successor
administrator of this Plan, or by the applicable terms of any assumption
or substitution document.
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(v)
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The grant of an Option shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge,
consolidate or dissolve, to liquidate or to sell or transfer all or any
part of its business or assets.
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(vi)
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In the event of the dissolution or liquidation of the
Company, each Option shall terminate immediately prior to the consummation
of such action, unless otherwise determined by the Plan
Administrator.
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6.
EFFECTIVE DATE; SHAREHOLDER APPROVAL
6.1 Incentive
Stock Options may be granted by the Plan Administrator from time to time on or
after the date on which this Plan is adopted by the Board (the Effective Date)
through the day immediately preceding the tenth anniversary of the Effective
Date.
B-10
6.2 Non-Qualified
Stock Options may be granted by the Plan Administrator on or after the Effective
Date and until this Plan is terminated by the Board in its sole discretion.
6.3 Termination
of this Plan shall not terminate any Option granted prior to such
termination.
6.4 Any
Incentive Stock Options granted by the Plan Administrator prior to the approval
of this Plan by the shareholders of the Company shall be granted subject to
ratification of this Plan by the shareholders of the Company within twelve (12)
months before or after the Effective Date. If such shareholder ratification is
not obtained, all Incentive Stock Options granted prior thereto and thereafter
shall be considered Non-Qualified Stock Options and any Incentive Stock Options
granted to Covered Employees will not be eligible for the exclusion set forth in
Section 162(m) of the Code with respect to the deductibility by the Company of
certain compensation.
7.
NO OBLIGATIONS TO EXERCISE OPTION
7.1
The grant of an Option shall impose no obligation upon the Optionee to exercise
such Option.
8.
NO RIGHT TO OPTIONS OR TO EMPLOYMENT
8.1
Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan.
8.2 The
grant of an Option shall in no way constitute any form of agreement or
understanding binding on the Company or any Related Company, express or implied,
that the Company or any Related Company will employ or contract with an Optionee
for any length of time, nor shall it interfere in any way with the Companys or,
where applicable, a Related Companys right to terminate Optionees employment
at any time, which right is hereby reserved.
9.
APPLICATION OF FUNDS
9.1
The proceeds received by the Company from the sale of Common Stock issued upon
the exercise of Options shall be used for general corporate purposes, unless
otherwise directed by the Board.
10.
INDEMNIFICATION OF PLAN ADMINISTRATOR
10.1
In addition to all other rights of indemnification they may have as members of
the Board, members of the Plan Administrator shall be indemnified by the Company
for all reasonable expenses and liabilities of any type or nature, including
attorneys fees, incurred in connection with any action, suit or proceeding to
which they or any of them are a party by reason of, or in connection with, this
Plan or any Option granted under this Plan, and against all amounts paid by them
in settlement thereof (provided that such settlement is approved by independent
legal counsel selected by the Company), except to the extent that such expenses
relate to matters for which it is adjudged that such Plan Administrator member
is liable for willful misconduct; provided, that within fifteen (15) days after
the institution of any such action, suit or proceeding, the Plan Administrator
member involved therein shall, in writing, notify the Company of such action,
suit or proceeding, so that the Company may have the opportunity to make
appropriate arrangements to prosecute or defend the same.
11.
AMENDMENT OF PLAN
11.1 The
Plan Administrator may, subject to Applicable Laws, at any time, modify, amend
or terminate this Plan or modify or amend Options granted under this Plan,
including, without limitation, such modifications or amendments as are necessary
to maintain compliance with applicable statutes, rules or regulations; provided
however that:
|
(a)
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no amendment with respect to an outstanding Option which
has the effect of reducing the benefits afforded to the Holder thereof
shall be made over the objection of such
Holder;
|
B-11
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(b)
|
the events triggering acceleration of vesting of
outstanding Options may be modified, expanded or eliminated without the
consent of Holders;
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(c)
|
the Plan Administrator may condition the effectiveness of
any such amendment on the receipt of shareholder approval at such time and
in such manner as the Plan Administrator may consider necessary for the
Company to comply with or to avail the Company and/or the Optionees of the
benefits of any securities, tax, market listing or other administrative or
regulatory requirement; and
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(d)
|
the Plan Administrator may not increase the number of
shares available for issuance on the exercise of Incentive Stock Options
without shareholder approval.
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11.2 Without
limiting the generality of Section 11.1 hereof, the Plan Administrator may
modify grants to persons who are eligible to receive Options under this Plan who
are foreign nationals or employed outside Canada and the United States to
recognize differences in local law, tax policy or custom.
Effective Date: October 7, 2010
WRITTEN CONSENT SOLICITED
ON BEHALF OF THE BOARD OF
DIRECTORS
OF LAKE VICTORIA MINING COMPANY, INC.
This written consent is solicited on behalf of the board of
directors of Lake Victoria Mining Company, Inc. When properly executed, shares
represented by this written consent will be voted as designated by the
undersigned.
The undersigned hereby acknowledges receipt of the consent
solicitation statement (the Consent Solicitation Statement) of Lake Victoria
Mining Company, Inc. (the Company) dated November 5, 2010, and, without
the formality of convening a meeting, does hereby vote via written consent, as
designated below, all of shares of common stock of the Company held by the
undersigned:
1.
|
Approval of Amendment of the articles of incorporation of
the Company to increase the number of authorized shares of common stock of
the Company from 100,000,000 to 250,000,000 as set forth in Schedule A
to the Consent Solicitation Statement, provided, however, that,
notwithstanding such approval, the board of directors of the Company may,
by resolution, abandon such Amendment at any time before the effective
date of the Amendment without further action by the stockholders of the
Company
|
For
|
Against
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Abstain
|
o
|
o
|
o
|
2.
|
Approval of the 2010 Stock Option Plan of the Company, a
copy of which is attached to the Consent Solicitation Statement as
Schedule B
|
For
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Against
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Abstain
|
o
|
o
|
o
|
The Board of Directors of the Company recommends a vote For
the proposal.
The undersigned represents that the undersigned owns the
following number of shares of common stock of the Company (please insert number
of the shares): _________________.
Please sign exactly as the name or names appear on your stock
certificate(s). If the shares are issued in the names of two or more persons,
all such persons should sign the written consent. A written consent executed by
a corporation should be signed in its name by its authorized officers.
Executors, administrators, trustees, and partners should indicate their titles
when signing.
Date:
|
|
|
|
|
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Stockholder Name (printed):
|
|
|
|
|
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Signature:
|
|
|
|
|
|
Title (if applicable):
|
|
|
|
|
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Signature (if held jointly):
|
|
|
|
|
|
Title (if applicable):
|
|
|
Important: Please complete, sign and date your written
consent promptly
and fax it to 1-866-910-6114 or return it to:
LAKE VICTORIA MINING COMPANY, INC.
1781 Larkspur Drive
Golden, CO, USA 80401
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