- Current report filing (8-K)
March 11 2011 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 7,
2011
LAKE VICTORIA MINING COMPANY,
INC.
(Exact name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of
incorporation)
000-53291
(Commission File Number)
Not Applicable
(IRS Employer Identification
No.)
1781 Larkspur Drive, Golden, CO 80401
(Address
of principal executive offices and Zip Code)
(303) 526-5100
Registrant's telephone number,
including area code
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
2
Item 1.01 Entry into a Material Definitive
Agreement.
Lake Victoria Mining Company, Inc. (we, us, our or the
Company), entered into a debt settlement and subscription agreement dated as
of February 24, 2011 with Roger Newell, a director of the Company, pursuant to
which we issued 145,833 shares of our common stock at a deemed price of $0.24
per share in settlement of $35,000 of outstanding debt owed by our company to
Roger Newell. The shares were issued pursuant to Rule 506 of Regulation D and/or
Section 4(2) of the Securities Act of 1933.
A copy of the debt settlement and subscription agreement is
attached as exhibit 10.1 to this current report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
Effective March 7, 2011, we issued 20,000,000 units at a price
of $0.15 per unit for gross proceeds of $3,000,000. Each unit consisted of one
share of common stock and one share purchase warrant entitling the warrant
holder to purchase an additional share of common stock at a price of $0.30 per
share for a period of six months from closing. We issued an aggregate of
2,963,333 units to 9 subscribers that each represented that they were not a US
person (as that term is defined in Regulation S of the
Securities Act of
1933
) in an offshore transaction pursuant to Regulation S and/or Section
4(2) of the
Securities Act of 1933.
We issued an additional 17,036,667
units to 23 U.S. persons, who represented that they were accredited investors
(as that term is defined in Rule 501 of Regulation D, promulgated by the
Securities and Exchange Commission pursuant to the
Securities Act of
1933
, pursuant to Rule 506 of Regulation D and/or Section 4(2) of the
Securities Act of 1933
. Proceeds of the private placement are intended to
be applied to the Company's ongoing work program on its gold prospects,
continued exploration for new projects and general working capital.
Item 9.01 Financial Statements and Exhibits
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LAKE VICTORIA MINING COMPANY, INC.
By:
/s/ David
Kalenuik
David Kalenuik
President
Dated: March 11, 2011
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