UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ x ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2012
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to ________
Commission File No.
000-53291
LAKE VICTORIA MINING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Nevada
|
Not Applicable
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
Suite 810 675 West Hastings Street, Vancouver, British
Columbia, Canada V6B 1N2
(Address of principal executive offices)
(zip code)
604.248.5750
(Registrants telephone number,
including area code)
Not Applicable
(Former name, former address
and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ x ]
|
(Do not check if a smaller reporting company)
|
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ x ]
2
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date:
As of August 14,
2012, there were 111,770,733 shares of common stock, par value $0.00001,
outstanding.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
|
June 30, 2012
|
F-1
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Consolidated Balance Sheets
|
(Expressed in US dollars)
|
|
|
June 30,
|
|
|
March 31,
|
|
|
|
2012
|
|
|
2012
|
|
|
|
$
|
|
|
$
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
187,605
|
|
|
523,405
|
|
Advances and deposits (Note 3(e))
|
|
79,418
|
|
|
63,187
|
|
Total Current Assets
|
|
267,023
|
|
|
586,592
|
|
Property and Equipment (Note 4)
|
|
119,396
|
|
|
129,248
|
|
Mineral Properties (Note 6)
|
|
548,200
|
|
|
556,750
|
|
Total Assets
|
|
934,619
|
|
|
1,272,590
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accounts payable
|
|
409,086
|
|
|
168,655
|
|
Accounts payable to related
party (Note 3)
|
|
24,255
|
|
|
500
|
|
Accrued expenses
|
|
1,820
|
|
|
47,094
|
|
Other payables (Note 5)
|
|
41,749
|
|
|
3,630
|
|
Total Liabilities
|
|
476,910
|
|
|
219,879
|
|
|
|
|
|
|
|
|
Nature of Operations and Going Concern (Note 1)
|
|
|
|
|
|
|
Commitments (Note 10)
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
Preferred Stock, 100,000,000 shares
authorized, $0.00001 par value;
No shares issued and outstanding (Note
7)
|
|
|
|
|
|
|
Common Stock, 250,000,000 shares authorized, $0.00001 par
value;
111,770,733 shares issued and outstanding (2012 - 97,485,733)
(Note 7)
|
|
1,118
|
|
|
975
|
|
Additional Paid-in Capital
|
|
17,361,582
|
|
|
16,142,289
|
|
Common Stock and Warrants Issuable (Note 7)
|
|
166,975
|
|
|
737,100
|
|
Deficit Accumulated During the Exploration Stage
|
|
(17,071,966
|
)
|
|
(15,827,653
|
)
|
Total
Stockholders Equity
|
|
457,709
|
|
|
1,052,711
|
|
Total Liabilities and Stockholders Equity
|
|
934,619
|
|
|
1,272,590
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-2
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Consolidated Statements of Comprehensive Loss
|
(Expressed in US dollars)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Accumulated From
|
|
|
|
|
|
|
|
|
|
December 11, 2006
|
|
|
|
Three Months Ended
|
|
|
(Date of Inception) to
|
|
|
|
June 30,
|
|
|
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
10,183
|
|
|
7,125
|
|
|
84,495
|
|
Exploration costs (Notes 3 and
6)
|
|
517,021
|
|
|
53,056
|
|
|
4,614,862
|
|
General and administrative
|
|
90,246
|
|
|
68,825
|
|
|
2,377,148
|
|
Impairment of mineral property
acquisition costs (Note 6)
|
|
8,550
|
|
|
|
|
|
11,593,253
|
|
Management and director fees
|
|
9,000
|
|
|
5,000
|
|
|
565,017
|
|
Professional and consulting
fees
|
|
91,161
|
|
|
100,025
|
|
|
3,661,910
|
|
Salaries
|
|
136,672
|
|
|
144,987
|
|
|
843,455
|
|
Stock-based compensation (Note
8)
|
|
362,336
|
|
|
|
|
|
2,170,150
|
|
Travel and accommodation
|
|
13,326
|
|
|
24,638
|
|
|
412,942
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
1,238,495
|
|
|
403,656
|
|
|
26,323,232
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
(1,238,495
|
)
|
|
(403,656
|
)
|
|
(26,323,232
|
)
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
Loss on sales of investments
|
|
|
|
|
|
|
|
(752,489
|
)
|
Foreign exchange loss
|
|
(5,821
|
)
|
|
(3,163
|
)
|
|
(165,253
|
)
|
Interest income
|
|
3
|
|
|
1,204
|
|
|
11,027
|
|
Interest expense
|
|
|
|
|
|
|
|
(1,045
|
)
|
Loss on debt settlement
|
|
|
|
|
|
|
|
(63,752
|
)
|
Other income
|
|
|
|
|
|
|
|
15,900
|
|
Income from options granted on mineral
properties
|
|
|
|
|
1,487,423
|
|
|
1,487,423
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expenses)
|
|
(5,818
|
)
|
|
1,485,464
|
|
|
531,811
|
|
Net loss
|
|
(1,244,313
|
)
|
|
1,081,808
|
|
|
(25,791,421
|
)
|
Net loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
8,719,455
|
|
Net Income (Loss)
Attributable to the Company
|
|
(1,244,313
|
)
|
|
1,081,808
|
|
|
(17,071,966
|
)
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(1,244,313
|
)
|
|
1,081,808
|
|
|
(25,791,421
|
)
|
Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on other investment
|
|
|
|
|
(110,000
|
)
|
|
|
|
Comprehensive loss
|
|
(1,244,313
|
)
|
|
971,808
|
|
|
(25,791,421
|
)
|
Comprehensive Loss
attributable to non-controlling interest
|
|
|
|
|
|
|
|
8,719,455
|
|
Comprehensive Loss attributable to the Company
|
|
(1,244,313
|
)
|
|
971,808
|
|
|
(17,071,966
|
)
|
Net Loss Per Share
Basic and Diluted
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
|
|
Weighted Average Shares Outstanding
|
|
109,102,107
|
|
|
96,472,406
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-3
Lake Victoria Mining Company, Inc.
|
|
|
|
|
|
|
|
|
|
(An Exploration Stage Company)
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
(Expressed in US dollars)
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Accumulated From
|
|
|
|
Three Months Ended
|
|
|
December 11, 2006
|
|
|
|
June 30,
|
|
|
(Date of Inception)
|
|
|
|
2012
|
|
|
2011
|
|
|
to
June 30, 2012
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
(1,244,313
|
)
|
|
1,081,808
|
|
|
(17,071,966
|
)
|
Adjustments to reconcile net loss to cash
used in operating activities
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
10,183
|
|
|
7,125
|
|
|
84,495
|
|
Directors' compensation share
payments
|
|
|
|
|
|
|
|
35,000
|
|
Impairment of mineral property acquisition
cost
|
|
8,550
|
|
|
|
|
|
11,593,253
|
|
Loss on debt settlement
|
|
|
|
|
|
|
|
63,752
|
|
Loss on sales of investments
|
|
|
|
|
|
|
|
752,489
|
|
Loss in subsidiary attributed
to non-controlling interest
|
|
|
|
|
|
|
|
(8,719,455
|
)
|
Restructuring charges
|
|
|
|
|
|
|
|
(110,019
|
)
|
Share payment for consulting
services
|
|
|
|
|
48,900
|
|
|
2,746,498
|
|
Share payments received for options granted on
mineral properties
|
|
|
|
|
(990,000
|
)
|
|
(990,000
|
)
|
Cash received from options
granted on mineral properties
|
|
|
|
|
|
|
|
(497,423
|
)
|
Stock-based compensation
|
|
362,336
|
|
|
|
|
|
2,170,150
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
Increase in advances and deposits
|
|
(16,231
|
)
|
|
(30,904
|
)
|
|
(79,418
|
)
|
Increase in amounts receivable
|
|
|
|
|
(337,429
|
)
|
|
|
|
(Decrease) Increase in amounts due to/from
related parties
|
|
23,755
|
|
|
(125,730
|
)
|
|
24,255
|
|
(Decrease) Increase in
accounts payable
|
|
240,431
|
|
|
(12,008
|
)
|
|
409,068
|
|
Decrease in accrued expenses
|
|
(45,274
|
)
|
|
(119,539
|
)
|
|
1,820
|
|
(Decrease) Increase in other payables
|
|
38,119
|
|
|
11,423
|
|
|
41,750
|
|
Net Cash Used In
Operating Activities
|
|
(622,444
|
)
|
|
(466,354
|
)
|
|
(9,545,751
|
)
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
|
(331
|
)
|
|
(15,994
|
)
|
|
(203,893
|
)
|
Cash payment for acquisition
of mineral properties
|
|
|
|
|
(239,900
|
)
|
|
(4,237,053
|
)
|
Cash received from options granted on mineral
properties
|
|
|
|
|
|
|
|
497,423
|
|
Proceeds of subsidiary stock
issuances
|
|
|
|
|
|
|
|
1,600,300
|
|
Purchase of investment
|
|
|
|
|
|
|
|
(5,000
|
)
|
Proceeds from sale of investments
|
|
|
|
|
|
|
|
242,511
|
|
Net Cash Used In
Investing Activities
|
|
(331
|
)
|
|
(255,894
|
)
|
|
(2,105,712
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable
|
|
|
|
|
|
|
|
12,750
|
|
Repayment of note payable
|
|
|
|
|
|
|
|
(12,750
|
)
|
Proceeds from issuance of stock, net
|
|
286,975
|
|
|
|
|
|
11,853,046
|
|
Payment for cancellation of stock
|
|
|
|
|
|
|
|
(14,000
|
)
|
Net Cash Provided
By Financing Activities
|
|
286,975
|
|
|
|
|
|
11,839,046
|
|
Net (Decrease) Increase In Cash and Cash
Equivalents
|
|
(335,800
|
)
|
|
(722,248
|
)
|
|
187,605
|
|
Cash and Cash
Equivalents at Beginning of Period
|
|
523,405
|
|
|
2,282,902
|
|
|
|
|
Cash and Cash Equivalents at End of Period
|
|
187,605
|
|
|
1,560,654
|
|
|
187,605
|
|
Supplemental Cash Flow information ( Note 9)
The accompanying notes are an integral part of these
consolidated financial statements
F-4
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
(Unaudited)
|
1.
|
Nature of Operations and Going Concern
|
|
|
|
|
Lake Victoria Mining Company, Inc. (the Company) was
incorporated on December 11, 2006 under the laws of the State of Nevada.
The Companys administrative office is located in Vancouver, Canada. The
Company is an Exploration Stage Company, as defined by Financial
Accounting Standards Board (FASB) Accounting Standards Codification
(ASC) 915, Development Stage Entities. The Company has been in the
exploration stage since inception and has not yet realized any revenues
from its planned operations.
|
|
|
|
|
The principal business of the Company is to search for
mineral deposits or reserves which are not in either the development or
production stage. The Company is conducting exploration activities on gold
and uranium properties located in Tanzania.
|
|
|
|
|
As of June 30, 2012, none of the Companys mineral
property interests had proven or probable reserves as determined under the
requirements of SEC Industry Guide No. 7. Planned principal activities
have not yet begun. The ability of the Company to emerge from the
exploration stage with respect to any planned principal business activity
is dependent upon its successful efforts to raise additional debt or
equity financing and/or attain profitable mining operations. As shown in
the accompanying financial statements, the Company has an accumulated
deficit of $17,071,966 incurred through June 30, 2012. The Company also
has no revenues. These factors raise substantial doubt about the Companys
ability to continue as a going concern. Management intends to seek
additional capital from new equity securities offerings that will provide
funds needed to continue the exploration for gold and uranium. No
assurance can be given that additional financing will be available, or
that it can be obtained on terms acceptable to the Company and its
shareholders. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or
the amounts and classification of liabilities that might be necessary in
the event the Company cannot continue as a going concern.
|
|
|
|
2.
|
Summary of Significant Accounting Policies
|
|
|
|
|
a)
|
Basis of Presentation
|
|
|
|
|
|
These consolidated financial statements and related notes
are presented in accordance with accounting principles generally accepted
in the United States, and are expressed in U.S. dollars. These
consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, Kilimanjaro Mining Company, Inc.
(Kilimanjaro), Lake Victoria Resources Company, (T) Ltd., Jin 179
Company Tanzania Ltd. and Chrysos 197 Company Tanzania Ltd. Significant
intercompany accounts and transactions have been eliminated. The Companys
fiscal year-end is March 31.
|
|
|
|
|
|
These interim unaudited financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the
instructions to Securities and Exchange Commission (SEC) Form 10-Q. They
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Therefore, these interim financial statements should be read in
conjunction with the Companys audited financial statements and notes
thereto for the year ended March 31, 2012, included in the Companys
Annual Report on Form 10-K filed June 29, 2012 with the SEC.
|
|
|
|
|
|
The financial statements included herein are unaudited;
however, they contain all normal recurring accruals and adjustments that,
in the opinion of management, are necessary to present fairly the
Companys financial position at June 30, 2012, and the results of its
operations and cash flows for the three-month periods ended June 30, 2012
and 2011. The results of operations for the period ended June 30, 2012 are
not necessarily indicative of the results to be expected for future
quarters or the full year.
|
|
|
|
|
b)
|
Use of Estimates
|
|
|
|
|
|
The preparation of financial statements in accordance
with United States generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses in the reporting period.
The Company regularly evaluates estimates and assumptions related to
long-lived assets, mineral property costs, asset retirement obligations,
stock-based compensation, financial instrument valuations and deferred
income tax asset valuations. The Company bases its estimates and
assumptions on current facts, historical experience and various other
factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Companys estimates. To the extent there are material differences between
the estimates and the actual results, future results of operations will be
affected.
|
F-5
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
2.
|
Summary of Significant Accounting Policies
(continued)
|
|
|
|
|
c)
|
Business Combinations
|
|
|
|
|
|
The Company follows the guidance in ASC 805, Business
Combinations, and ASC 810, Consolidation. The net loss attributable to
non-controlling interest recognized during the period from December 11,
2006 (date of inception) to June 30, 2012 was previously the minority
interest held by certain passive shareholders at the consolidated
financial statement level of Kilimanjaro, and whose interests were
eliminated for accounting purposes by the August 7, 2009 share exchange
agreement. The Company, after August 7, 2009, had no further
non-controlling interests. As of June 30, 2012, a cumulative loss of
$8,719,455 had been attributed to the non-controlling interest of the
Companys controlled subsidiary.
|
|
|
|
|
d)
|
Basic and Diluted Net Income (Loss) Per Share
|
|
|
|
|
|
The Company computes net income (loss) per share in
accordance with ASC 260, Earnings per Share, which requires presentation
of both basic and diluted earnings per share (EPS) on the face of the
income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding during
the period using the treasury stock method and convertible preferred stock
using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed
to be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential shares if their effect is anti
dilutive. As of June 30, 2012, the Company had 45,209,901 potentially
dilutive securities outstanding.
|
|
|
|
|
e)
|
Cash and Cash Equivalents
|
|
|
|
|
|
The Company considers all highly liquid instruments with
a maturity of three months or less at the time of issuance or may be
redeemed without significant penalties to be cash equivalents.
|
|
|
|
|
|
As of June 30, 2012 and 2011, the Company has
approximately $16,000 and $691,000, respectively, deposited at FDIC
insured banks in the United States. FDIC deposit insurance covers the
balance of each depositors account up to $250,000 per insured
bank.
|
|
|
|
|
|
As of June 30 2012 and 2011, the Company has
approximately $147,000 and $624,000 deposited in Canada including $33,655
(CAD$ 34,500) and $Nil, respectively, of guaranteed investment
certificates bearing variable interest at primate less 2.05% which is
restricted in use for corporation credit cards.
|
|
|
|
|
|
As of June 30, 2012, the Company has Tanzania shillings
of 32,856,000 (approximately $20,371) and $31,839 deposited in Tanzania.
The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian
Shillings (approximately $930 as of June 30, 2012) per customer per bank.
Any amount beyond the basic insurance amount may expose the Company to
loss.
|
|
|
|
|
f)
|
Property and Equipment
|
|
|
|
|
|
Property and equipment consists of mining tools and
equipment, furniture and equipment and computers and software which are
depreciated on a straight line basis over their expected lives of five
years.
|
|
|
|
|
g)
|
Mineral Property Costs
|
|
|
|
|
|
Under US GAAP mineral property acquisition costs are
ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37,
Whether Mineral Rights are Tangible or Intangible Assets. The carrying
costs are assessed for impairment under ASC Topic 360-10-35-21, Accounting
for Impairment or Disposal of Long- Lived Assets, whenever events or
changes in circumstances indicate that the carrying costs may not be
recoverable. The Company expenses as incurred all property maintenance and
exploration costs.
|
|
|
|
|
|
The Company also evaluates the carrying value of acquired
mineral property rights in accordance with ASC Topic 930-360-35-1, Mining
Assets: Impairment and Business Combinations, using the Value Beyond
Proven and Probable (VBPP) method. The fair value of a mining asset
generally includes both VBPP and an estimate of the future market price of
the minerals.
|
|
|
|
|
|
When the Company has capitalized mineral property costs,
these properties will be periodically assessed for impairment of value.
Once a property reaches the production stage, the related capitalized
costs will be amortized, using the units of production method. The Company
records its interests in mining properties and areas of geological
interest at cost. The Company has capitalized mineral properties costs of
$548,200 and $556,750 as at June 30 and March 31, 2012, respectively.
|
F-6
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
2.
|
Summary of Significant Accounting Principles
(continued)
|
|
|
|
|
h)
|
Long-Lived Assets
|
|
|
|
|
|
In accordance with ASC 360, Property Plant and Equipment
the Company tests long-lived assets or asset groups for recoverability
when events or changes in circumstances indicate that their carrying
amount may not be recoverable. Circumstances which could trigger a review
include, but are not limited to: significant decreases in the market price
of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset;
current period cash flow or operating losses combined with a history of
losses or a forecast of continuing losses associated with the use of the
asset; and current expectation that the asset will more likely than not be
sold or disposed significantly before the end of its estimated useful
life. Recoverability is assessed based on the carrying amount of the asset
and the sum of the undiscounted cash flows expected to result from the use
and the eventual disposal of the asset, as well as specific appraisal in
certain instances. An impairment loss is recognized when the carrying
amount is not recoverable and exceeds fair value.
|
|
|
|
|
i)
|
Asset Retirement Obligations
|
|
|
|
|
|
The Company accounts for asset retirement obligations in
accordance with the provisions of ASC 440, Asset Retirement and
Environmental Obligations which requires the Company to record the fair
value of an asset retirement obligation as a liability in the period in
which it incurs a legal obligation associated with the retirement of
tangible long-lived assets that result from the acquisition, construction,
development and/or normal use of the assets. The Company did not have any
asset retirement obligations as of June 30, 2012.
|
|
|
|
|
j)
|
Financial Instruments
|
|
|
|
|
|
ASC 825, Financial Instruments requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 825 establishes a fair value
hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial
instruments categorization within the fair value hierarchy is based upon
the lowest level of input that is significant to the fair value
measurement. ASC 825 prioritizes the inputs into three levels that may be
used to measure fair value:
|
|
|
|
|
|
Level 1
|
|
|
|
|
|
Level 1 applies to assets or liabilities for which there
are quoted prices in active markets for identical assets or
liabilities.
|
|
|
|
|
|
Level 2
|
|
|
|
|
|
Level 2 applies to assets or liabilities for which there
are inputs other than quoted prices that are observable for the asset or
liability such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active
markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by,
observable market data.
|
|
|
|
|
|
Level 3
|
|
|
|
|
|
Level 3 applies to assets or liabilities for which there
are unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or
liabilities.
|
|
|
|
|
|
The Companys financial instruments consist principally
of cash and cash equivalents, advances and deposits, accounts payable,
accounts payable to related party and other payables.
|
|
|
|
|
|
Pursuant to ASC 825, the fair value of cash and cash
equivalents are determined based on Level 1 inputs, which consist of
quoted prices in active markets for identical assets. The Company believes
that the recorded values of advances and deposits, accounts payable,
accounts payable to related party and other payables approximate their
current fair values because of their nature and respective relatively
short maturity dates or durations.
|
F-7
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
2.
|
Summary of Significant Accounting Policies
(continued)
|
|
|
|
|
j)
|
Financial Instruments (continued)
|
|
|
|
|
|
Assets measured at fair value on a recurring basis were
presented on the Companys balance sheet as of June 30, 2012 as
follows:
|
|
|
Fair Value Measurements Using
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
For Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
Balance
|
|
|
|
Instruments
|
|
|
Inputs
|
|
|
Inputs
|
|
|
June 30,
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
2012
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
187,605
|
|
|
|
|
|
|
|
|
187,605
|
|
|
k)
|
Foreign Currency Translation
|
|
|
|
|
|
The Companys functional and reporting currency is the
United States dollar. Monetary assets and liabilities denominated in
foreign currencies are translated to United States dollars in accordance
with ASC 740, Foreign Currency Matters, using the exchange rate prevailing
at the balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are
included in the determination of income.
|
|
|
|
|
|
To the extent that the Company incurs transactions that
are not denominated in its functional currency, they are undertaken in
Canadian dollars and the Tanzanian Schilling. A portion of business
transactions in Tanzania and mineral option purchase agreements are
denominated in Tanzanian Schilling. The Company has not, to the date of
these financials statements, entered into derivative instruments to offset
the impact of foreign currency fluctuations.
|
|
|
|
|
l)
|
Segment Information
|
|
|
|
|
|
At June 30, 2012, approximately $103,643 of property and
equipment is located in Tanzania and $15,754 in Canada. Mineral properties
are located in Tanzania. Although Tanzania is considered economically
stable, it is always possible that unanticipated events in foreign
countries could disrupt the Companys operations.
|
|
|
|
|
m)
|
Comprehensive Loss
|
|
|
|
|
|
ASC 220, Comprehensive Income, establishes standards for
the reporting and display of other comprehensive loss and its components
in the consolidated financial statements. During the six month periods
ended June 30, 2012 and 2011, the Company had unrealized loss on
short-term investments of $Nil and $110,000, respectively, that represent
other comprehensive loss.
|
|
|
|
|
n)
|
Income Taxes
|
|
|
|
|
|
The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and
liabilities, and for operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using the currently enacted tax
rates and laws that will be in effect when the differences are expected to
reverse. The Company records a valuation allowance to reduce deferred tax
assets to the amount that is believed more likely than not to be
realized.
|
F-8
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
2.
|
Summary of Significant Accounting Policies
(continued)
|
|
|
|
|
o)
|
Stock-Based Compensation
|
|
|
|
|
|
The Company records stock-based compensation in
accordance with ASC 718, Compensation Stock Based Compensation and ASC
505, Equity Based Payments to Non-Employees, which requires the
measurement and recognition of compensation expense based on estimated
fair values for all share-based awards made to employees and directors,
including stock options.
|
|
|
|
|
|
ASC 718 requires companies to estimate the fair value of
share-based awards on the date of grant using an option-pricing model. The
Company uses the Black-Scholes option-pricing model as its method of
determining fair value. This model is affected by the Companys stock
price as well as assumptions regarding a number of subjective variables.
These subjective variables include, but are not limited to the Companys
expected stock price volatility over the term of the awards, and actual
and projected employee stock option exercise behaviours. The value of the
portion of the award that is ultimately expected to vest is recognized as
an expense in the statement of operations over the requisite service
period.
|
|
|
|
|
|
All transactions in which goods or services are the
consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable.
|
|
|
|
|
p)
|
Recent Accounting Pronouncements
|
|
|
|
|
|
The Company has evaluated all other recent accounting
pronouncements and determined that they would not have a material impact
on the Companys financial statements or disclosures.
|
|
|
|
|
q)
|
Reclassifications
|
|
|
|
|
|
Certain reclassifications have been made to the prior
periods financial statements to conform to the current periods
presentation.
|
|
|
|
3.
|
Related Party Transactions and Balances
|
|
|
|
|
a)
|
As at June 30, 2012, the Company owed $9,000 (March 31,
2012 - $Nil) to a director of the Company. During three months ended June
30, 2012, the Company incurred $9,000 (2011 - $5,000) of directors fees to
the director.
|
|
|
|
|
b)
|
At June 30, 2012, the Company owed $2,000 (March 31, 2012
- $500) of accounting fees to an individual related to an officer of the
Company. During the three months ended June 30, 2012, the Company incurred
$1,500 (2011 - $1,050) of accounting fees to the individual.
|
|
|
|
|
c)
|
During the three months ended June 30, 2012, the Company
owed $3,500 (2011- $Nil) to a director of the Company. During the three
months ended June 30, 2012, the Company incurred $10,500 (2011 - $10,500)
of geologist consulting fees to the director.
|
|
|
|
|
d)
|
As at June 30, 2012, the Company owed $9,755 (March 31,
2012 -$Nil) to a director of the Company. During the three months ended
June 30, 2012, the Company incurred $44,214 (2011-$50,400) of salary to
the director.
|
|
|
|
|
e)
|
As at June 30, 2012, the Company held $40,766 (March 31,
2012 -$27,130) in trust with a company sharing a common director, which
has been included in advances and deposits.
|
|
|
|
4.
|
Property and Equipment
|
|
|
|
|
Property and equipment consists of the
following:
|
|
|
|
As at June 30, 2012
|
|
|
As at March 31, 2012
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Mining tools and equipment
|
|
143,271
|
|
|
58,018
|
|
|
85,253
|
|
|
143,272
|
|
|
50,853
|
|
|
92,419
|
|
|
Motor vehicle
|
|
12,800
|
|
|
2,773
|
|
|
10,027
|
|
|
12,800
|
|
|
2,133
|
|
|
10,667
|
|
|
Furniture and equipment
|
|
12,127
|
|
|
4,375
|
|
|
7,752
|
|
|
12,127
|
|
|
3,769
|
|
|
8,358
|
|
|
Computer and software
|
|
35,694
|
|
|
19,330
|
|
|
16,364
|
|
|
35,361
|
|
|
17,557
|
|
|
17,804
|
|
|
|
|
203,892
|
|
|
84,496
|
|
|
119,396
|
|
|
203,560
|
|
|
74,312
|
|
|
129,248
|
|
5.
|
Other Payables
|
|
|
|
As of June 30, 2012 and March 31, 2012, one subsidiary of
the Company withheld tax deductions of $29,981 and $3,111, respectively,
to conform to local tax law.
|
F-9
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
6.
|
Mineral Property Acquisition and Exploration
Costs
|
|
|
|
All of the Companys mineral property interests are
located in Tanzania. Geo Can holds resource properties in trust for the
Company. Most of the resource property interests are still formally
registered to Geo Can to save on registration fees. When the annual filing
for each property comes due then the formal registration of each property
will be transferred to Kilimanjaro or as directed by
Kilimanjaro.
|
|
|
|
The following is a continuity of mineral property
acquisition costs incurred during the three months ended June 30,
2012:
|
|
|
|
Geita
|
|
|
Uyowa
|
|
|
Handeni
|
|
|
Buhemba
|
|
|
|
|
|
|
|
Project
|
|
|
Project
|
|
|
Project
|
|
|
Project
|
|
|
Total
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2012
|
|
6,150
|
|
|
40,000
|
|
|
253,650
|
|
|
256,950
|
|
|
556,750
|
|
|
Impairment
|
|
(6,150
|
)
|
|
-
|
|
|
(2,400
|
)
|
|
-
|
|
|
(8,550
|
)
|
|
June 30, 2012
|
|
-
|
|
|
40,000
|
|
|
251,250
|
|
|
256,950
|
|
|
548,200
|
|
The following is a continuity of
mineral property exploration costs incurred during the three months ended June
30, 2012:
|
|
Kalemela
$
|
|
|
Geita
$
|
|
|
Kinyambwiga
$
|
|
|
Suguti
$
|
|
|
Singida
$
|
|
|
Uyowa
$
|
|
|
North
Mara
$
|
|
|
Handeni
$
|
|
|
Buhemba
$
|
|
|
Other
Project
$
|
|
|
Total
$
|
|
Accumulated balance, March 31, 2012
|
|
640,692
|
|
|
417,839
|
|
|
597,972
|
|
|
117,737
|
|
|
1,292,661
|
|
|
651,388
|
|
|
77,941
|
|
|
136,873
|
|
|
105,841
|
|
|
58,898
|
|
|
4,097,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration Expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camp, Field Supplies and Travel
|
|
-
|
|
|
-
|
|
|
845
|
|
|
2,314
|
|
|
7,194
|
|
|
13,614
|
|
|
-
|
|
|
-
|
|
|
14,015
|
|
|
-
|
|
|
37,982
|
|
Drilling Cost
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
261,974
|
|
|
-
|
|
|
-
|
|
|
50,484
|
|
|
-
|
|
|
312,458
|
|
Geological Consulting and Wages
|
|
-
|
|
|
-
|
|
|
10,452
|
|
|
6,996
|
|
|
14,149
|
|
|
70,359
|
|
|
-
|
|
|
-
|
|
|
30,080
|
|
|
721
|
|
|
132,757
|
|
Geophysical and Geochemical
|
|
-
|
|
|
-
|
|
|
-
|
|
|
291
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,482
|
|
|
-
|
|
|
4,773
|
|
Parts and Equipment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
74
|
|
|
998
|
|
|
1,523
|
|
|
-
|
|
|
-
|
|
|
422
|
|
|
-
|
|
|
3,017
|
|
Vehicle and Fuel expenses
|
|
-
|
|
|
-
|
|
|
1,323
|
|
|
3,096
|
|
|
1,674
|
|
|
7,885
|
|
|
-
|
|
|
-
|
|
|
12,056
|
|
|
-
|
|
|
26,034
|
|
|
|
-
|
|
|
-
|
|
|
12,620
|
|
|
12,771
|
|
|
24,015
|
|
|
355,355
|
|
|
-
|
|
|
-
|
|
|
111,539
|
|
|
721
|
|
|
517,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
balance, June 30, 2012
|
|
640,692
|
|
|
417,839
|
|
|
610,592
|
|
|
130,508
|
|
|
1,316,676
|
|
|
1,006,743
|
|
|
77,941
|
|
|
136,873
|
|
|
217,380
|
|
|
59,619
|
|
|
4,614,863
|
|
|
a)
|
Geita Project
|
|
|
|
|
|
As a part of the Geo Can Agreement, the Company acquired
prospecting license PL2806 which were divided into two prospecting
licenses. The original license was expired and the project is now
comprised of one license and one license under application. The Geita Gold
Project is located in Northern Tanzania within the Lake Victoria
Goldfields in the Geita District, Mwanza Region.
|
|
|
|
|
|
On March 2, 2012, the Company was granted one license on
Geita project for a total consideration of $12,300, of which $6,150 was
paid on March 2, 2012 and $6,150 was due on July 30, 2012. As at June 30,
2012, the Company returned the license and Capitalized acquisition costs
of $6,150 were determined to be impaired.
|
|
|
|
|
b)
|
Singida Project
|
|
|
|
|
|
On May 15, 2009, the Company signed a Mineral Financing
Agreement with one director of the Company authorizing him, on behalf of
the Company, to acquire Primary Mining Licenses (PMLs) in the Singida
area. As of December 31, 2010, this director has entered into Mineral
Properties Sales and Purchase agreements with various PML owners to
acquire 60 PMLs in the Singida area. As of June 30, 2012, the Company has
100% acquired 23 PMLs. On August 9, 2011, the Company relinquished 17 PMLs
and the Company has the option to acquire 20 PMLs. Under the terms of
these agreements, if the option to purchase is completed on all these
PMLs, then the total purchase consideration would be approximately
$4,682,075 (TZS7,551,733,325),outstanding option payments in US Dollar
amount is estimated with an exchange rate of 0.00062 as at June 30, 2012),
payable by March 9, 2013. Pursuant to the Mineral Financing Agreement, the
Company has made payments of $Nil in fiscal 2013 and $350,512 in fiscal
2012.
|
F-10
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
6.
|
Mineral Property Acquisition and Exploration Costs
(continued)
|
|
|
|
|
b)
|
Singida Project (continued)
|
|
|
|
|
|
In September 2009, pursuant to the agreement, the Company
completed an Addendum to the Mineral Properties and Sale and provided
notification to all the PML owners involved in Singida Mineral Properties
and Sale Agreements that the Company would extend their due diligence
period for an additional 120 days as upon paying $48,782.
|
|
|
|
|
|
On January 19, 2010, a director on behalf of the Company
signed second addendums to Singida mineral properties sales and purchase
agreements. The addendums revised and extended the second payment of the
mineral agreements. The second payment was divided into three payments
with $470,927 due on January 27, 2010, $470,927 due on July 27, 2010 and
$922,900, due on January 27, 2011.
|
|
|
|
|
|
On July 27, 2010, the director signed third addendums to
the Singida mineral properties sales and purchase agreements on behalf of
the Company. The third addendums revised the payment terms of the second
addendum. Based on the revised terms, the second installment of $470,927
was divided into two payments, with $281,065 due on July 27, 2010 and
$187,426 due on October 24, 2010. The Company made the payment of $281,065
on July 27, 2010, and the payment of $187,426 on October 26,
2010.
|
|
|
|
|
|
On February 7, 2011, a director signed fourth addendums
to the Singida mineral properties sales and purchase agreements on behalf
of the Company. The fourth addendums revised the payment terms of the
second addendum. Based on the revised terms, the third installment of
approximately $922,900 was divided into three payments, with $92,065 paid
on February 9, 2011, $181,998 paid on March 10, 2011 and $646,030 due on
August 9, 2011. On August 9, 2011, the Company relinquished 17 PMLs and
paid $350,512 to retain the option to acquire 20 additional PMLs. The
option payment of $350,512 was impaired and recorded in the consolidated
statement of operations.
|
|
|
|
|
|
On May 6, 2011, the Company entered into an option and
joint venture agreement with Otterburn. On May 20, 2011, the Company
received option payment of $300,770 in cash and 1,100,000 common shares of
Otterburn with a fair value of $495,000.
|
|
|
|
|
|
On June 21, 2011, Lake Victoria Resources, a subsidiary
of the Company, entered into a service agreement with Otterburn to perform
all recommended exploration work on optioned properties. As per the
agreement, Otterburn agreed to reimburse exploration costs incurred on
Singida project from March 2011 up to the day of termination. By March 31,
2012, the Company has received total reimbursements from Otterburn of
$880,258. As of March 31, 2011, $256,968 was receivable from Otterburn
under this agreement
|
|
|
|
|
|
On July 8, 2011, Otterburn terminated the option and
joint venture agreement. On July 22, 2011, the Company sold 1,100,000
Otterburn shares to unrelated parties at a price of CAD$0.10 per
share.
|
|
|
|
|
|
As of June 30, 2012, under the terms of the mineral
properties sales and purchase agreements the Company has completed option
payments in the amount of $2,058,322. Pursuant to the original agreement
and the subsequent addendums, to exercise the option the Company must pay
approximately $372,000 on February 8, 2013 and $2,418,000 on March 9,
2013. At the option of the Company, a 2% Net Smelter Production royalty or
2% of the Net Sale Value may be substituted in place of the final payment
for each PML.
|
|
|
|
|
c)
|
Uyowa Project
|
|
|
|
|
|
As a part of the Geo Can Agreement the Company owns 100%
interest in the Uyowa projects prospecting licenses. As of March 31,
2012, the Uyowa Gold project consists of six prospecting licenses and a
total of four legal PMLs.
|
|
|
|
|
|
On July 19, 2011, Guardian Investment Ltd, a related
party, on behalf of the Company, entered into a mineral properties option
agreement to acquire four primary mining licenses within the northern most
prospecting license of the seven comprising the Uyowa Gold project. Total
consideration includes:
|
|
1)
|
paying $20,000 within 7 days after execution date. The
payment was made on July 21, 2011;
|
|
2)
|
paying $20,000 on or before the earlier of location of a
drilling rig on each PML in good working condition or January 16, 2012.
The payment was made on September 6, 2011.
|
|
3)
|
paying a total amount of $450,000, of which $25,000 due
in July 2012, $25,000 due in 2013 January, $360,000 due in 2013 July and
$40,000 due in 2014 January.
|
|
4)
|
A royalty of 1% of net profit interest may be purchased
at any time after completing $400,000 of payments by paying $250,000 per
PML.
|
F-11
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
6.
|
Mineral Property Acquisition and Exploration Costs
(continued)
|
|
|
|
|
d)
|
Handeni Project
|
|
|
|
|
|
On April 20, 2011, the Company signed license purchase
agreement to acquire one prospecting license. The total consideration was
$113,250, of which $77,250 was paid on May 13, 2011 and $36,000 was paid
on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finders
fee of $30,000 in cash and issued 400,000 common shares with a fair value
of $108,000.
|
|
|
|
|
|
On May 30, 2011, the Company signed prospecting license
purchase agreement to acquire a second prospecting license. The total
consideration was $450,000 of which $10,000 paid on June 16, 2011. On June
14 and 20, 2011, the Company paid $3,000 in cash and issued 30,000 common
shares with a fair value of $8,100. On September 20, 2011, the Company
terminated this purchase agreement. Capitalized acquisition costs of
$21,100 were determined to be impaired.
|
|
|
|
|
|
On July 1, 2011, the Company signed prospecting license
purchase agreement to acquire a third prospecting license. The total
consideration includes:
|
|
1)
|
paying a total amount of $470,000 to earn up to 90% of
interest, of which $20,000 paid on July 6, 2011 and $50,000 paid on Sept
21, 2011, $50,000 due in 2012, $100,000 due in 2013, $125,000 due in 2014
and $125,000 due in 2015;
|
|
|
|
|
2)
|
paying $1,500,000 on or before September 21, 2015 to earn
final 10% interest.
|
|
|
On March 21, 2012, the Company terminated this agreement.
Capitalized acquisition costs of $70,000 were determined to be
impaired.
|
|
|
|
|
|
On March 7, 2012, the Company was granted one license on
Handeni project for a total consideration of $4,800, of which $2,400 was
paid on March 7, 2012 and $2,400 was due on August 14, 2012. As at June
30, 2012, the Company returned the license and capitalized acquisition
costs of $2,400 were determined to be impaired.
|
|
|
|
|
e)
|
Buhemba Project
|
|
|
|
|
|
Buhemba Project consists of two prospecting licenses. One
prospecting license is a part of the Geo Can Agreement the Company owns
100% interest.
|
|
|
|
|
|
On April 20, 2011, the Company signed license purchase
agreement to acquire one prospecting license. The total consideration was
$112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid
on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finders
fee of $30,000 in cash and issued 400,000 common shares with a fair value
of $108,000.
|
|
|
|
|
|
On March 7, 2012, the Company was granted one license on
Buhemba project for a total consideration of $76,800, of which $6,800 was
paid on March 7, 2012, $35,000 is due on September 3, 2012 and $35,000 is
due on October 5, 2012.
|
7.
|
Capital Stock
|
|
|
|
Preferred Stock
|
|
|
|
The Company is authorized to issue 100,000,000 shares of
preferred stock with a par value of $0.00001. As of June 30, 2012, the
Company has not issued any preferred stock.
|
|
|
|
Common Stock
|
|
|
|
The Company is authorized to issue 250,000,000 shares of
common stock. All shares have equal voting rights, are non-assessable and
have one vote per share. Voting rights are not cumulative and, therefore,
the holders of more than 50% of the common stock could, if they choose to
do so, elect all of the directors of the Company.
|
|
|
|
On April 17, 2012, the Company completed first closing of
a private placement of 14,285,000 units at $0.06 per unit for gross
consideration of $857,100. Each unit consists of one share of common stock
and one redeemable warrant. One redeemable warrant entitles the holder to
purchase one additional share of common stock at $0.12 per share until
April 17, 2014. The redeemable warrants are callable by the Company if the
closing sales price of the common shares is equal to or greater than $0.18
per common share in 10 consecutive trading days. As of June 30, 2012, the
Company had received additional subscriptions of $166,975 for 2,782,917
units.
|
F-12
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
8.
|
Stock Options and Warrants
|
|
|
|
On October 7, 2010, the Company adopted the 2010 Stock
Option Plan under which the Company is authorized to grant stock options
to acquire up to a total of 10,000,000 shares of common stock.
|
|
|
|
On April 30, 2012, the Company granted 4,800,000 stock
options to seven directors and officers, and 120,000 stock options to a
senior geological consultant at an exercise price of $0.09 per share which
will expire on April 30, 2015. All stock options are non-qualified and
vested immediately. The weighted average grant date fair value of stock
options granted during the three months ended June 30, 2012 was $0.07. The
fair value of the options was estimated using the Black-Scholes pricing
model based on the following assumptions: dividend yield of 0%; risk-free
interest rate of 0.38%; expected life of three years; and volatility of
158%. During the three months ended June 30, 2012, the Company recorded
stock-based compensation of $362,336 for these stock options.
|
|
|
|
The following table summarizes the continuity of the
Companys stock options:
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
|
Options
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
Outstanding, March 31, 2012
|
|
4,600,000
|
|
|
0.15
|
|
|
|
|
|
|
|
|
Granted
|
|
4,920,000
|
|
|
0.09
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June
30, 2012
|
|
9,520,000
|
|
|
0.12
|
|
|
2.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, June
30, 2012
|
|
9,520,000
|
|
|
0.12
|
|
|
2.60
|
|
|
|
|
At June 30, 2012 and March 31, 2012,
the Company did not have any unvested options. The following table summarizes
the continuity of the Companys warrants:
|
|
|
Number of
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
Issuable
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
Upon
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
|
Exercise
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2012
|
|
21,404,901
|
|
|
0.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
14,285,000
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June
30, 2012
|
|
35,689,901
|
|
|
0.62
|
|
|
1.16
|
|
|
|
|
The Company had the following warrants
outstanding as of June 30, 2012:
|
|
Exercise Price per
|
|
|
|
|
|
|
Share
|
|
|
Shares Issuable
|
|
Expiration Date
|
|
$
|
|
|
Upon Exercise
|
|
|
|
|
|
|
|
|
September 9, 2012
|
|
1.25
|
|
|
1,350,501
|
|
January 28, 2013
(1)
|
|
1.25
|
|
|
10,473,000
|
|
August 13, 2013
(2)
|
|
0.40
|
|
|
4,790,700
|
|
August 13, 2013
(2)
|
|
0.60
|
|
|
4,790,700
|
|
April 17, 2014 (3)
|
|
0.12
|
|
|
14,285,000
|
|
|
|
|
|
|
35,689,901
|
|
(1)
These redeemable
warrants are callable by the Company upon 30 days written notice to the warrant
holder. If the redeemable warrants are not exercised within 30 days of being
called, they will terminate and may not be exercised thereafter.
(2)
These redeemable
warrants are callable by the Company upon 20 days written notice to the warrant
holder. If the redeemable warrants are not exercised within 20 days of being
called, they will terminate and may not be exercised thereafter.
(3)
These redeemable
warrants are callable by the Company if the closing sales price of the common
shares is equal to or greater than $0.18 per common share in 10 consecutive
trading days.
F-13
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
9.
|
Supplemental Cash Flow
Information
|
|
|
|
|
|
|
|
|
|
Accumulated From
|
|
|
|
|
Three Months Ended
|
|
|
December 11, 2006
|
|
|
|
|
June 30,
|
|
|
(Date of Inception)
|
|
|
|
|
2012
|
|
|
2011
|
|
|
to June 30, 2012
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Non-cash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable payable exchanged for long-term
investment
|
|
|
|
|
|
|
|
460,019
|
|
|
Accounts receivable exchanged for
mineral property acquisition
|
|
|
|
|
|
|
|
1,039,981
|
|
|
Investment acquired for amount payable
|
|
|
|
|
|
|
|
12,530
|
|
|
Receivable exchange for long-term
investment
|
|
|
|
|
|
|
|
10,000
|
|
|
Share payments received for options granted on
mineral properties
|
|
|
|
|
990,000
|
|
|
990,000
|
|
|
Stock issued for mineral interest
acquisition costs
|
|
|
|
|
224,100
|
|
|
7,904,400
|
|
|
Stock issued for services
|
|
|
|
|
48,900
|
|
|
2,382,523
|
|
|
Stock issued for subscription
receivable
|
|
|
|
|
|
|
|
33,275
|
|
|
Stock issued
to settle debt
|
|
|
|
|
230,227
|
|
|
230,227
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
|
|
|
|
|
1,045
|
|
|
Income tax paid
|
|
|
|
|
|
|
|
|
|
10.
|
Commitments
|
|
|
|
|
a)
|
On May 11, 2010, the Company entered into an agreement
with a consultant to provide services as a Senior Geological Consultant.
In consideration of the foregoing the Company will pay a base compensation
of $15,000 per month for the first six months, to be increased to $20,000
per month after the initial six months; eligibility of a bonus of 100,000
shares of common stock at the end of six months; and at the end of 12
months the Company will grant the consultant 300,000 stock options. On
November 9, 2010, the Company issued 100,000 shares of common stock to the
consultant. On October 21, 2010, the Company passed a board resolution to
grant the Consultant 500,000 stock options at an exercise price of $0.45
per share. On November 11, 2010, the Company signed an amendment with the
consultant to the original May 11th consulting agreement. The amendment
extended the term of the agreement to three years from the ending date
(May 1, 2011) of the initial consulting period, and the Company agreed to
pay $17,500 per month for the first 12 months and $20,000 per month
thereafter. The Company granted the Consultant 300,000 stock options on
November 1, 2011. The Company will grant the Consultant 300,000 stock
options on each of November 1, 2012 and 2013.
|
|
|
|
|
b)
|
On October 7, 2010, the Company entered into a consulting
agreement with Misac Noubar Nabighian to provide geophysical data
processing and geophysical data interpretation services to the Company in
consideration for:
|
|
i.
|
granting the Consultant an option to acquire 120,000
shares of common stock of the Company pursuant to the terms of the
Companys 2010 Stock Option Plan, at an exercise price of $0.29 per share,
exercisable until October 7, 2013 and vesting immediately. On October 7,
2010, the Company granted 120,000 options to the Consultant;
|
|
|
|
|
ii.
|
paying the Consultant 0.5% of the net proceeds from the
sale of any mining properties;
|
|
|
|
|
iii.
|
granting the Consultant a royalty on producing properties
as follows: (a) $1.00 per ounce of gold produced or 0.25% of net smelter
returns (as such term is defined in the Agreement), whichever is greater,
and (b) 0.25% of net smelter returns for all other commercial
production.
|
|
|
The agreement is for a term of 36 months and may be
renewed at the option of the Company upon 30 days written
notice.
|
|
|
|
|
c)
|
On April 26, 2011, the Company entered into an agreement
with a director to provide geologist consulting services commencing April
1, 2011 for a period of two years. The Company will pay the consultant
$3,500 per month, and will grant 250,000 stock options annually at each
anniversary of the agreement. On April 30, 2012, the director was granted
250,000 stock options (refer to Note 8).
|
F-14
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Forward Looking Statements
This quarterly report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for our future
operations. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, 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, including the risks in the section entitled Risk Factors and the
risks set out below, any of which may cause our or our industrys 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. These
risks include, by way of example and not in limitation:
-
risks and uncertainties relating to the interpretation of sampling results,
the geology, grade and continuity of mineral deposits;
-
risks and uncertainties that results of initial sampling and mapping will
not be consistent with our expectations;
-
mining and development risks, including risks related to accidents,
equipment breakdowns, labor disputes or other unanticipated difficulties with
or interruptions in production;
-
the potential for delays in exploration activities;
-
risks related to the inherent uncertainty of cost estimates and the
potential for unexpected costs and expenses;
-
risks related to commodity price fluctuations;
-
the uncertainty of profitability based upon our limited history;
-
risks related to failure to obtain adequate financing on a timely basis and
on acceptable terms for our planned exploration project;
-
risks related to environmental regulation and liability;
-
risks that the amounts reserved or allocated for environmental compliance,
reclamation, post-closure control measures, monitoring and on-going
maintenance may not be sufficient to cover such costs;
-
risks related to tax assessments;
-
political and regulatory risks associated with mining development and
exploration; and
-
other risks and uncertainties related to our mineral property and business
strategy.
This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.
Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. 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.
In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common stock refer to the common shares in our capital stock.
As used in this quarterly report, the terms we, us, our,
the Company and Lake Victoria mean Lake Victoria Mining Company, Inc., and
our wholly owned subsidiaries Kilimanjaro Mining Company, Inc. and Lake Victoria
Resources (T) Limited, Chrysos 197 Company Tanzania Ltd. and Jin 179 Company
Tanzania Ltd., unless otherwise indicated.
Recent Corporate Developments
Since the commencement of the three month period ended June 30,
2012, we experienced the following significant corporate developments:
|
1.
|
At Kahama South, we have commenced a ground magnetic
survey and a geologic mapping program of the 245 square kilometer
project.
|
|
|
|
|
2.
|
In July 2012, the Company received results from the
recent core drilling program at Kiabakari East project in northeastern
Tanzania. The four hole drill program, completed in June 2012, totaled
648.72 meters and was the first drilling. Final drill hole locations were
determined by detailed geologic mapping, geophysical surveying and trench
sampling. Drilling was focused at BIF Hill where previous trenching
returned significant gold grades within Banded Iron Formation rocks (Refer
Press Releases of 6th February and 23th April 2012). The drill holes were
located on the south side of BIF hill and were spaced 40 meters apart on
N- S drill fences. The holes, drilled due north at angles of -50 and -55
degrees below the horizontal, were designed to test the grade and to
define the geometry of the gold mineralization.
|
Our Current Business
We are an exploration stage corporation focused on acquiring,
exploring and developing gold deposits in the Lake Victoria Greenstone Belt in
Tanzania, East Africa. We hold prospective gold projects, consisting of 27
Prospecting Licenses (PLs) and 71 Primary Mining Licenses (PMLs) and five
uranium projects consisting of 9 Prospecting and Reconnaissance Licenses plus
two licenses currently under application, within its Tanzania property
portfolio, covering approximately 1,326 square kilometers (563,153 acres). We
carry out our business by acquiring, exploring and evaluating mineral properties
through our ongoing exploration program. Following exploration, we intend to
either advance them to a commercially feasible mining stage, enter joint
ventures to further develop these properties, sell or dispose of them if the
properties do not meet our requirements. Our properties are all early stage
exploration properties. Within our mineral exploration land in Tanzania our
focus is primarily on gold, although our portfolio also contains uranium
prospects.
We have no revenues, we have incurred losses since inception
and we have relied upon the sale of our securities to fund operations. To date,
we have not discovered a commercially viable ore body, mineral deposit or
mineral reserve on any of our properties and we will be unable to do so until
further exploration is done and a comprehensive evaluation concludes an economic
and legal feasibility study.
Our property portfolio is large, therefore we may interest
other companies in our properties to either participate by means of option or
joint venture agreements in the exploration of them or to finance and establish
production if mineralization is found.
Prospective Gold Projects
The following is a brief overview of portfolio of prospective
mineral properties, the exploration developments on them where applicable and
some of the details of the historical option agreements for them. During the
three months ended June 30, 2012, our exploration work was primarily
concentrated on the Uyowa and the Kiabakari East Project.
Musoma Bunda Murangi Gold Project
Exploration Strategy
No exploration was undertaken on the Kinyambwiga (PL 4653/2007)
, Suguti (PL
PL3966/2006
) and Murangi
(PL4511/2007)
licences during the quarter. A new artisanal mining site has recently being
exploited 1 kilometer along strike to the east of Kanunga2.
Future work
Kinyambwiga (PL 4653/2007)
The anomalous stone layer as encountered from previous RAB
drilling during 2009 as well as the soil anomaly over the school requires
further investigation. A number of auger drill traverses are planned to test the
strike towards the SW where a number of anomalous soil samples have been
indicated
(Map 1
).
A scoping study leading into a possible small scale mining
operation of the Kanunga 1 Prospect is currently being considered.
Map 1: Kanunga 1 East and School soil anomalies
Suguti (PL
PL3966/20
Future
Exploration
Further exploration is to be focused mainly at Target 1 and 3
across the known soil anomalies
(Map 2).
Infill soil sampling, including
Auger drilling over mbuga covered areas, has been undertaken along 200 meter N-S traverse line on 10 meter sample
intervals in order to define the present soil anomalies. To date 157 samples
including 84 auger drill samples, have been collected and are pending submission
to SGS laboratories Mwanza. Results will determine whether a trenching programme
is warranted across the targets.
Additional auger drill sampling is planned to be undertaken on
the 200 ppb gold anomaly as well as the strike extensions of Zone 1,2 and 3 of
Target 1 where no sampling has yet been undertaken (
Map 2
).
Map 2
:
Current state of exploration on the Suguti
Licence showing present coverage of Auger drill and soil sampling across 3
target areas.
Murangi(PL4511/2007)
Future Exploration
Exploration is to be focused primarily on 5 ground magnetic
targets (
Map 3
) in which the following work is to be undertaken::
i.
|
Mapping of the target areas on 1:2000 scale
|
ii.
|
Gradient IP survey across the entire
license
|
iii
|
Auger drilling, with the
Companys recently purchased Auger Rig, across each of the Ground magnetic
and IP Targets to soil sample beneath the mbuga cover.
|
Map 3. Target generation map of the Murangi PL4511/2007
based on ground magnetic interpretation
.
Singida Gold Project
Future exploration
An evaluation of the Reverse Circulation drill results for both
Phase 1 and 2 programs undertaken during 2010 and 2011 has shown that gold
mineralization at the Singida-Londoni project consists of narrow medium to low
grade and often discontinuous lenses. The shear structures hosting the gold-rich
zones typically pinch and swell along strike, which in places, has resulted in
larger pods of limited size as at Sambaru 3 and Sambaru 4 which indicates that
the gold deposits have limited potential to be developed into a major ore
resource contrary to the Companys vision of discovering substantially larger
and economically viable gold deposits in the short term. In this regard, the
Company believes that the nature and extent of the mineralization revealed thus
far may lend itself rather towards a small-scale commercial mining operation.
The Company intends to explore the possibilities of undertaking a small scale
mining operation on a number of PMLs once a scoping study has been
completed.,
Kiabakari East (PL7142/2011)
The Kiabakari East Project is located approximately 55
kilometers southeast of Musoma town, in the Mara Region. The PL, covering 15.2
square kilometers and lying within the central part of the Musoma-Mara
Greesntone Belt, was granted to Lake Victoria Resources by the Ministry of Mines
in April 2011.
The PL was previously investigated by Randgold Resources who
excavated a number of N-S trenches across a small hill, rising some 50 meters
above the landscape, comprising of Banded Iron Formation (BIF Hill) rocks in the
central to southern part of the PL. They also undertook 3 N-S drill fences,
totalling 24 reverse circulation drill holes, along strike to the east of the
BIF hill. No information is currently available. Minor artisanal mining
activities are present on the BIF hill. Recently, the eastern part of the
license at the Kyarano Prospect has been invaded by + 500 artisanal miners who have exposed a NNE-SSW trending gold bearing
structure hosted by a quartz porphyry dyke within a metasedimentary rock
sequence.
Exploration Strategy
The following exploration work has been completed across the
Kiabakari East License:
-
Landsat Imagery for the license area and surrounding environs.
-
Detailed mapping
-
Trenching (342.7 meters) including the re-opening of existing trenches as
well as new trenches were mapped and sampled across BIF Hill
-
Regional geological mapping
-
In-house ground magnetic surveying along 200 meter spaced N-S traverse
lines
-
In-house Gradient IP Survey was undertaken along the same grid as used for
the ground magnetic survey
-
Regional rock sampling of specific localities on the PL
-
Termite sampling
-
Soil sampling regional sampling on 200 meter x 50 meter centers
utilizing the geophysics grid
Schlumberger Survey- Schlumberger VES N-S and E-W profiles were
undertaken across BIF Hill and the artisanal workings at the Kyarano Prospect
respectively (
Table 1, Map 4
).
Table 1. Schlumberger VES profiles across BIF Hill and the
Kyarano Prospect
BIF HILL
|
FROM
|
TO
|
|
EASTING
|
NORTHINGS
|
LENGTH (m)
|
597200E
|
9799450
|
9799750
|
300
|
597400E
|
9799400
|
9799700
|
300
|
*597560E
|
9799700
|
9799500
|
200
|
*597580E
|
9799400
|
9799625
|
225
|
*597600E
|
9799400
|
9799700
|
300
|
*597620E
|
9799400
|
9799700
|
300
|
597800E
|
9799300
|
9799600
|
300
|
598000E
|
9799300
|
9799600
|
300
|
598200E
|
9799280
|
9799540
|
260
|
598400E
|
9799200
|
9799500
|
300
|
598600E
|
9799400
|
9799700
|
300
|
KYARANO PROSPECT
NORTHING
|
EASTINGS
|
|
9799850S
|
599000
|
599120
|
120
|
9799700S
|
599000
|
599400
|
400
|
9799650S
|
599000
|
599400
|
400
|
9799500S
|
599000
|
599400
|
400
|
9799300S
|
599000
|
599400
|
400
|
9799100S
|
599000
|
599400
|
400
|
9798900S
|
599000
|
599400
|
400
|
9798700S
|
599000
|
599400
|
400
|
9798500S
|
599000
|
599400
|
400
|
Uncompleted
|
|
|
|
*Significant IP anomalies
Inconsistent IP results were noted from the surveys undertaken
across the Kyarano workings which failed to distinguish the pyritised quartz
porphory rock
A distinct chargeability with low resistivity, situated some
100m north of the interpolated strike extensions of the mineralised BIF unit,
was noted from a number of E-W Schlumberger profiles undertaken across BIF Hill
(Table 1).
Map 4: Plan of BIF Hill and Kyarano Prospects showing
position of Schlumberger profiles and diamond drill collars
Diamond drilling
A total of 4 inclined diamond drill holes, amounting to 648.72
meters, was collared on the southern side of BIF Hill on 40 meter spaced N-S
drill fences and drilled to the north at declinations of 50 and 55 degrees to
test and define the geometry of the BIF hosted gold mineralization, comprising
of chert, siltstone and greywackes (
Table 2
).
Table 2.
Diamond
drill
programme
|
|
|
|
|
|
|
|
|
|
BHID
|
Prospect
|
Section
|
Easting
|
Northing
|
Elevation
|
Az
|
Dip
|
Length
|
Comments
|
KED001
|
BIF Hill
|
597580E
|
597580
|
9799434
|
1280.4
|
0
|
-50
|
157.03
|
Completed
|
KED002
|
BIF Hill
|
597540E
|
597540
|
9799438
|
1278.8
|
0
|
-50
|
154.48
|
Completed
|
KED003
|
BIF Hill
|
597620E
|
597620
|
9799430
|
1287.2
|
0
|
-50
|
130.48
|
Completed
|
KED004
|
BIF Hill
|
597620E
|
597620
|
9799380
|
1279.8
|
0
|
-55
|
206.73
|
Completed
|
Total
|
648.72
|
|
KED007
|
Kyarano
|
9799700N
|
599153
|
9799700
|
1242.7
|
90
|
-50
|
120
|
Proposed
|
KED008
|
Kyarano
|
9799460N
|
599100
|
9799460
|
1255.1
|
90
|
-50
|
120
|
Proposed
|
Each borehole was drilled across the BIF package of rocks
comprising of cyclic sequences of siltstone and banded cherts having an overall
width of 80 meters, until the footwall pebble conglomerate unit was encountered
on the northern side of the hill. The BIF unit dips steeply to the south.
Although occasional intraformational sedimentary slump breccias are present, the
unit has been complexly folded. A possible NNE trending fault is present which
appears to have displaced the eastern part of the ore shoot some 40 meters to
the north as well as being responsible for down-throwing the BIF unit to the
east (
Map 5
).
Map 5. Plan of BIF Hill showing results of trench and drill
holes and interpolated position of NNE fault.
Massive sulphides, consisting of syngenetic magnetite and
pyrrhotite-rich bands occur throughout the BIF unit. Crackle brecciation and
fracturing is more common in the brittle chert beds which are often infilled
with later pyrrhotite and/or pyrite mineralization. Gold is associated with the
sulphide filled fractures as well as within zones of massive pyrite and, to a
lesser extent, massive pyrrhotite mineralization.
All the core was cut in half by a rock saw with the half core
(or quarter core if over wider intervals of >1 meter) being sampled according
to the intervals as per geologic log. Strict quality control has been maintained
in which 5% of the sample batch, comprising 20 samples, contained a blank, a
Commercail Standard and a duplicate. The samples batches were submitted to SGS
Laboratory Mwanza for 50gm Fire assay.
Results
The limited drill programmer of 648.72 meters intersected wide
zones of anomalous gold mineralization throughout all four boreholes drilled
including
1.03 g/t gold over 37.50 meters and
0.58g/t Au
over 43.35 meters,
inclusive of higher grade intersections of
1.75
g/t gold over 6.13 meters
and
2.05 g/t over 3.00 meters
.
Mineralized intercepts are summarized in
Table 3
below.
Table 3: Summary of Diamond drill intercepts
Hole No.
|
Total Depth
(m)
|
Section
|
Azimuth
(deg)
|
Decline
(deg)
|
From (m)
|
To (m)
|
Interval
(m)
|
Au (g/t)
|
KED001
|
157.03
|
597580E
|
0
|
-50
|
60.00
|
109.30
|
49.30
|
0.27
|
Including
|
60.00
|
63.00
|
3.00
|
2.05
|
KED002
|
154.48
|
597540E
|
0
|
-50
|
48.00
|
85.50
|
37.50
|
1.03
|
Including
|
52.20
|
56.00
|
3.80
|
3.31
|
|
71.90
|
76.60
|
4.70
|
1.98
|
KED003
|
130.48
|
597620E
|
0
|
-50
|
57.55
|
64.70
|
7.15
|
0.42
|
and
|
87.50
|
118.00
|
30.50
|
0.32
|
KED004
|
206.73
|
597620E
|
0
|
-55
|
76.05
|
83.00
|
6.95
|
0.44
|
and
|
107.24
|
112.60
|
5.36
|
0.89
|
and
|
145.40
|
188.75
|
43.35
|
0.58
|
Including
|
145.40
|
151.53
|
6.13
|
1.75
|
and
|
181.20
|
182.03
|
0.83
|
1.21
|
and
|
185.40
|
186.97
|
1.57
|
1.17
|
The gold mineralization, having been offset by the NNE fault,
plunges steeply to the east. Anomalous gold mineralization of greater than 250
ppb gold was encountered over substantial widths in each of the boreholes with
improved grades being intersected in the deeper whole (KED004) drilled to the
east. Mineralization is open down dip and along strike both to the west and down
plunge to the east (
Map 6
).
Kyarano Prospect
The Kyarano Prospect, located on the eastern side of the
Kiabakari East Permit, is a recent and active artisanal site in which upto +500
illegal miners have been present. Shafts, aligned along a NNE trend were sunk
into a quartz porphyry/felsite dyke rock for a strike distance of some 400
meters. Mining activities decreased as flooding of the shafts occurred from
15-20 meters below ground. A number of the shafts were sampled and assayed for
gold by 50 gm fire assay, results of which are shown in
Table 4 and Map
4.
Map 6: Longitudinal Section across BIF Hill showing
interpolated plunge of the gold-rich sulphide zone.
Table 4. Results of shaft sampling at the Kyarano
Prospect
Prospect
|
Pit_ID
|
East
(Arc60)
|
North
(Arc60)
|
SANO
|
Au
ppm
|
Description
|
Kyarano
|
KP023
|
599210
|
9799682
|
A22984
|
0.47
|
Qtz vein - 7m depth
|
Kyarano
|
KP0024
|
599212
|
9799646
|
A22985
|
0.06
|
Light grey felsite/qtz porphory
-10m depth
|
Kyarano
|
KP0025
|
599255
|
9799608
|
A22986
|
0.11
|
Light grey felsite/qtz
porphory-9m depth
|
Kyarano
|
KP0026
|
599176
|
9799566
|
A22987
|
0.01
|
Light grey felsite/qtz
porphory-8m depth
|
Kyarano
|
KP0027
|
599162
|
9799500
|
A22988
|
1.74
|
Light grey felsite/qtz pophory-7m
depth
|
Kyarano
|
KP0028
|
599164
|
9799454
|
A22989
|
0.93
|
Light grey felsite/qtz
porphory-5m depth
|
Kyarano
|
KP0029
|
599260
|
9799470
|
A22990
|
19.8
|
Light grey felsite/qtz
porphory-5m depth
|
Diamond drilling
A short drilling programme was been planned to test the NNE
trending pyritic quartz felsite porphyry at the Kyarano Prospect located on the
eastern side of the project area some 1.5 kilometres east of BIF Hill. Two
boreholes, collared 240 meters apart on E-W drill fences
(Table 2)
are to
test the area 80 meters beneath the active artisanal workings in order to examine the hosting lithologies and alteration
associated with this known gold mineralisation. However, due to budget
constraints, the two diamond drill holes previously planeed to test the Kyarano
Prospect, were not drilled.
NW Prospect
A number of old trenched were discovered in the northwestern
corner of the licence immediately south of the granite greenstone contact
(
Map 7
).
Map 7. Aerial photograph of the trench excavations
undertaken by Rand Gold in the NW part of the Kibakari East Licence (after
Google Earth).
The area is underlain by BIF rocks comprising of chert and
siltstone rocks. It is cut by a N-S trending quartz diorite dyke. Two areas of
artisanal mining have exposed highly oxidized and leached sulphidic zones within
the BIF rocks. A number of grab samples were collected and Fire assayed for gold
by SGS Laboratories Mwanza (
Table 5
) .
Table 5. Results of rock samples taken from artisanal
workings in highly oxidized and leached BIF
Sample No
|
Easting
|
Northing
|
Au (g/t)
|
Comments
|
283694
|
596490
|
9800764
|
0.02
|
Silicified shear zone, intensely
leached
|
283695
|
596490
|
9800764
|
0.03
|
As above
|
283696
|
596505
|
9800800
|
0.02
|
Silicified, intensely leached +
Sulphur
|
283697
|
596506
|
9800802
|
0.01
|
Silicified BIF
|
Future exploration
Once the Diamond drilling programme has been completed, the
following field exploration is planned:
Repeat and infill sampling on 50 meter x 25 meter grids are
planned to validate and define the current soil anomalies. Previous termite
sampling to the south of BIF Hill and the Kyarano Prospect which returned
anomalous values but were not reflected in the surrounding soils, are to be
further investigated by pitting in order to determine the validity of the gold
values derived from the termite mounds.
A Reverse circulation drill programme is planned to develop a
gold resource at both BIF Hill and the Kyarano prospect
Uyowa Gold Project
Introduction
The Uyowa Gold project, located 120 kilometers northwest of
Tabora town, consists of seven (7) Prospecting Licenses (PLs) that initially
cover a total area of 729.73 square kilometers in the west-central area of
Tanzania.
However, many of the licences in the Uyowa project were due for
renewal during 2011 and according to Governmnet degree, 50% of the areas were
relinquished reducing the total land package to 421.75 square kilometers (
Map
8
).
Map 8: Current licence distribution of the Uyowa Project
Exploration has been mainly focused in the northern license
blocks PL 3425/2007 and PL5153/2008 of Target 3
(Map 9).
PL5153/2008
was previously investigated by Ashanti Gold in 2003, in which they undertook
999 meters of Reverse Circulation drilling. The area is now an active artisanal
mining site.
Exploration
Exploration on the Uyowa Project commenced in the
1
st
quarter of 2011 and to date the following work has been
undertaken:
PL 3425/2005
|
-
|
Re-processing and interpretation of the
aeromagnetic data, flown by Geosurvey International G.m.b.H between 1977
to 1980 purchased from the Geological Survey, Dodoma (
Map 9
).
|
|
-
|
Ground Magnetometer survey over part of
PL3425/2005 on 400 meter x 50 meter grid
|
|
-
|
Soil sampling on 400 meter x 50 meter grid
totaling 2616 samples
|
|
-
|
Termitaria sampling
|
|
-
|
Regolith mapping
|
|
-
|
Remote sensing studies
|
Map 9. Regional aeromagnetic map across Uyowa Project area
showing exploration targets numbered according to priority
PL 5153/2007 (
Map 10
)
-
Regional Mag survey on 200 meter spaced N-S lines covering a 12 kilometers
x 6 kilometers grid
-
Gradient array survey on 400 meter spaced N-S lines across the optioned
PML and extending out along strike across a grid of 10 kilometers x 4
kilometers
-
Soil sampling on 200 meters x 50 meter grid across a grid area of 2.25
kilometers x 10 kilometers (excluding the artisanal site
-
Schlumberger profiles
-
Regolith mapping
-
Detailed mapping
-
Termitaria sampling
-
Soil and termitaria sampling - on 200 meter x 50 meter grid totaling 2616
samples. All the anomalous gold values occur as single point values along the
known E-W zone of gold mineralization. A single maximum value of 400 ppb gold
occurs on the far eastern side of the trend (
Map 11
).
-
Shaft sampling
-
A total of 29 reverse circulation drill holes, amounting to 2,486 meters,
was drilled to test the down-dip continuity of thickness and grade as well as
exploring the strike extensions of the 4 main mineralized zones across the
PMLs, was completed in September 2011
(Map 12
) .
Map 10:
Grid layouts of exploration surveys
undertaken across the artisanal workings and environs on PL 5153/2008
Map 11: Soil geochemistry map showing main anomalous gold trends
Map 12: Borehole collar plan showing gold intercepts along
the mineralised zone
Diamond drilling
The 1459 meter diamond drill program , primarily aimed at
defining and understanding the structural controls of the 4 gold veins across
300 meters of strike length within the central to western parts of the 1700
meter long E-W shear zone, was undertaken from March to May 2012. The 11 hole
program, planned on 40 meter spaced N-S sections, also tested the down-dip
extensions of mineralization to a vertical depth of some 150 meters. A total of
1459 meters was drilled in 11 boreholes (
Table 6, Map 13
).
Table 6
.
Diamond drill programme
BHID
|
Section
|
Easting (Arc
60)
|
Northing (Arc
60)
|
Az
(o)
|
Dip
(o)
|
Length
(m)
|
Elevation
|
UDD001
|
389960E
|
389960
|
9506197
|
180
|
-65
|
165.18
|
1108
|
UDD002
|
389920E
|
389920
|
9506182
|
180
|
-60
|
139.84
|
1108.4
|
UDD003
|
390000E
|
390000
|
9506206
|
180
|
-60
|
155.24
|
1109.3
|
UDD004*
|
390040E
|
390040
|
9506160
|
180
|
-65
|
79.98
|
1110.6
|
UDD005
|
390040E
|
390040
|
9506218
|
180
|
-60
|
140.52
|
1110.9
|
UDD008
|
390200E
|
390205
|
9506242
|
180
|
-65
|
134.88
|
1112.6
|
UDD009
|
390320E
|
390318
|
9506254
|
180
|
-65
|
114.96
|
1113.8
|
UDD010
|
389720E
|
389717
|
9506158
|
180
|
-60
|
132.98
|
1110
|
UDD011
|
390840E
|
390840
|
9506315
|
180
|
-64
|
116.78
|
1112
|
UDD06
|
390080E
|
390080
|
9506216
|
180
|
-60
|
145.83
|
1110.4
|
UDD07
|
390120E
|
390120
|
9506211
|
180
|
-65
|
130
|
1105.8
|
* "Twin" hole to
URC014
|
|
Map 13:
Diamond drill collar plan
Drilling has revealed that the gold mineralization is hosted by
a number of semi-continuous ductile shears zones of up to 7 meters wide and
containing disseminated pyrite mineralization, dipping between 55 to 70 degrees
to the north. In all sections, the mineralized gold zones have been traced to
vertical depths of 100 meters and are open at depth.
A twin hole was drilled to compare the gold grades and widths
in order to increase gold grade confidence of the previous RC drilling results
and to work towards establishing a gold resource.
A single diamond drill hole was drilled at either end of the
known mineralized zone, confirming the presence of the mineralized shear zone
continuing out along strike both to the east and to the west.
All borehole samples across the mineralized zones have been
split, sampled and submitted to SGS Laboratories Mwanza for 50 gm Fire assay.
Strict quality control was maintained with 5% of each of the sample batches
having a blank, duplicate and Commercial standard inserted as part of the sample
stream.
Results
Notable results include: 27.3 g/t Au over 0.40 meters, 16.3g/t
over 0.35 meters, 3.05g/t Au over 4 meters and 2.21 g/t Au over 6 meters are
shown in
Table 7
.
Table 7
: Summary of Diamond Drill intercepts
Hole No.
|
Total
Depth
(m)
|
Section
|
Azimuth
(deg)
|
Decline
(deg)
|
From
(m)
|
To (m)
|
Interval (m)
|
Au g/t
|
UDD001
|
165.18
|
389960E
|
180
|
-65
|
104.00
|
108.00
|
4.00
|
3.05
|
UDD002
|
139.84
|
389920E
|
180
|
-60
|
96.00
|
102.00
|
6.00
|
2.21
|
including
|
98.50
|
98.80
|
0.30
|
11.4
|
UDD003
|
155.24
|
390000E
|
180
|
-60
|
47.65
|
48.45
|
0.80
|
1.61
|
and
|
104.00
|
107.00
|
3.00
|
1.44
|
UDD004
|
79.98
|
390040E
|
180
|
-65
|
45.00
|
48.00
|
3.00
|
5.6
|
including
|
46.60
|
47.00
|
0.40
|
27.3
|
UDD005
|
140.52
|
390040E
|
180
|
-60
|
115.00
|
116.30
|
1.30
|
2.01
|
and
|
119.30
|
119.70
|
0.40
|
1.75
|
UDD006
|
145.83
|
390080E
|
180
|
-60
|
90.35
|
96.00
|
5.65
|
0.9
|
UDD007
|
130
|
390120E
|
180
|
-65
|
81.00
|
85.00
|
4.00
|
2.67
|
and
including
|
98.00
|
105.80
|
7.80
|
1.27
|
100.50
|
101.00
|
0.50
|
6.97
|
UDD008
|
134.88
|
390200E
|
180
|
-65
|
79.90
|
80.20
|
0.30
|
1.48
|
UDD009
|
114.96
|
390320E
|
180
|
-65
|
91.50
|
91.85
|
0.35
|
16.3
|
UDD010
|
132.98
|
389720E
|
180
|
-60
|
95.85
|
96.30
|
0.45
|
1.1
|
UDD011
|
116.78
|
390840E
|
180
|
-64
|
6.40
|
7.90
|
1.50
|
1.07
|
and
|
100.30
|
100.90
|
0.60
|
1.36
|
Drilling successfully intersected the mineralized lenses as
identified from the RC drill program of August 2011. Diamond drilling has
further defined the geometry of the mineralized zones to comprise of 2 gold
lenses, situated approximately 25 meters apart, dipping moderately to the north
at 65 degrees. The dip of the 2 lenses steepens to 75 degrees further along
strike to the east
(Map 14).
The southern lens is the more dominant of
the two gold structures in having both a higher gold grade and a more continuous
strike length. Gold mineralization is hosted by pyrite within narrow ductile
shear zones having a maximum intersected width of upto 7.8 meters.
Map 14
. Distribution and location of shear hosted gold
structures as defined both by RC and diamond drilling.
The distribution of gold in Lens 2 suggests that there are 3,
equally spaced gold shoots of approximately 80 meters broad plunging at 30
degrees to the west which are open at depth
(Map 15).
A left lateral
fault on the western side of the main drilling target has offset the strike of
the lenses by some 100 meters. Some of the highest gold intercepts, which have
been reported from drilling, occur in the western shoot. The central and eastern
ore shoots appear to have lower overall gold grades and narrower intercepts.
Map 15
: Longitudinal section showing gold distribution
plot along strike of mineralized zone.
Future exploration
PL3425/2007
-
Ground truthing of Landsat and ASTER imaging by following up on a number
of iron alteration zones
-
Field investigation and follow up sampling/pitting/trenching on the soil
anomalies as delineated from the earlier soil sampling program completed in
2011.
-
Selected Gradient IP surveys and Schlumberger VES profiling across
delineated ground magnetic targets.
-
RAB/RC drilling over prioritized targets.
PL5153/2008
Interpretation of the ground magnetic survey suggests the
presence of a graben structure that coincides with the last of the artisanal
workings on the western side of known mineralized zone. The area, unlike the
artisanal site where laterite is often exposed on surface, is overlain by sand
cover for some 500 meters to the west before lateritic soils are again present
suggesting possible continuation of the mineralized trend further to the west.
Landsat imagery clearly shows area of laterite and lateritic soil over the area.
Based on the recent soil geochemistry results, follow up specific soil sampling
is planned across the interpolated trend of gold mineralization to both the west
and east of the artisanal workings covering a total strike length of 3.5
kilometers as shown in
Map 16.
Conventional soil sampling is planned across areas of lateritic
soil cover. Initially a RAB program had been recommended to test the intervening
areas covered by black cotton soil (mbuga). However, prior to embarking on
such a program, an orientation survey using enzyme geochemistry has been
recommended as a trial study over a portion of the area to be sampled. Should
results be positive further sampling incorporating this geochemical method will
continue to be used to outline the gold anomaly.
Follow-up investigation using possibly both methods of soil
sampling will be undertaken across a number of ground magnetic targets (
Map
17
) in order to priorities targets for later testing by RAB drilling.
Reverse Circulation drilling has been planned to undertake
infill drilling on 40 meters spaced N-S sections across the artisanal site in
order to undertake a resource calculation. Furthermore, part of the program will
also focus on testing the soil anomaly along strike.
Map 16: Soil sampling plan to trace the strike extensions of
the mineralized gold structure across PL5152/2008.
Map 17: TMI map over the artisanal area and environs.
Handeni Gold Project
The Handeni Project initially comprised of three (3)
Prospecting Licenses and covering a total area of 200.59 square kilometers
(
Table8
), is located approximately 240 kilometers by road north-west of
Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni
District (
Map 18
). Subsequent exploration has resulted in both the Amani
(PL7002/2011) and the Mkulima (PL4816/2007) being relinquished and the
properties have been returned to their prospective owners. The Company has
retained 100% of the mineral rights of the remaining PL4816/2007.
Table 8. Details of Handeni Region Prospecting
Licenses
License ID
|
Area
|
Area (km2)
|
7002/2011
|
Amani
|
172.36
|
7148/2011
|
Mkulima East
|
12.00
|
4816/2007
|
Mkulima
|
16.23
|
Total
|
200.59
|
Map 18: Location map of the Handeni Project showing the PLs
in red.
Exploration
No exploration was undertaken on the Handeni Project during the
quarter.
Future exploration
An infill soil sampling programme on 100 meter x 25 meter grid
is recommended across the Mkulima Hill (188 samples) in order to better define
the apparent gold anomalies prior to planning a trenching programme across the
main anomalous zones (
Map 19
). Should a trenching programme be warranted,
further soil sampling on 100 meter x 50 meter grid is proposed around the hill
on 200 meter x 50 meter grid (623 samples) to increase the area of investigation
and strike extend of the gold anomalies (
Table 9 , Map 19
).
Map 19: Soil sampling grids across Mukulima East outlining
potential soil anomalies
Table 9. Planned soil grid across the Mkulima East Licence
|
From
|
To
|
Length
|
50
|
Section
|
East (Arc 60
37S)
|
North (Arc 60
37S)
|
East (Arc 60
37S)
|
(m)
|
Sample Number
|
9358900E
|
407400
|
9358900
|
410250
|
2850
|
58
|
9358500E
|
407400
|
9358500
|
410250
|
2850
|
58
|
9358100E
|
407400
|
9358100
|
410250
|
2850
|
58
|
9357700E
|
407400
|
9357700
|
410250
|
2850
|
58
|
9357700E
|
407500
|
9357700
|
410200
|
2700
|
55
|
9357300E
|
407600
|
9357300
|
410150
|
2550
|
52
|
9357100E
|
407650
408325
|
9357100
9357100
|
408300
408450
|
650
125
|
14
6
|
9357000E
|
407700
|
9357000
|
410100
|
2400
|
49
|
9356900E
|
408200
|
9356900
|
409150
|
950
|
39
|
9356800E
|
407650
409250
|
9356800
9356800
|
408250
410050
|
600
800
|
13
17
|
9356700E
|
408300
|
|
409450
|
1150
|
47
|
9356600E
|
407750
409250
|
9356600
9356600
|
408450
409500
|
700
250
|
15
6
|
9356500E
|
409450
|
9356500
|
409650
|
200
|
5
|
9356400E
|
407800
|
9356400
|
408550
|
750
|
16
|
9356325E
|
408900
|
9356325
|
409600
|
700
|
29
|
9356250E
|
408100
|
9356250
|
409200
|
1100
|
23
|
|
409000
|
9356250
|
409750
|
750
|
31
|
9356150E
|
409200
|
9356150
|
409600
|
400
|
17
|
9356050E
|
409200
409200
409700
|
9356050
9356050
9356050
|
409600
409650
409850
|
400
450
150
|
9
19
4
|
9355850E
|
408150
|
9355850
|
409800
|
1650
|
34
|
9355850E
|
408250
|
9355850
|
410200
|
1950
|
40
|
9355450E
|
408350
|
9355450
|
410250
|
1900
|
39
|
Total
samples
|
|
811
|
25m
|
(Total samples
|
|
|
|
|
centres
|
188)
|
PHASE 1
|
|
|
|
50m centres
|
(Total samples
|
|
|
|
|
623)
|
|
PHASE 2
|
|
|
|
North Mara Gold Projects
The North Mara Gold Project, comprising of 10 Prospecting
licences and covering 585.07 square kilometers, have been divided into 3 blocks,
namely the Tarime, Nyabigena and the Kubiasi Kiserya project areas which
includes the Kiagata Project. A recent addition to the North Mara Gold project
is the Maji Moto licence (
HQ-P23869
), located28 kilometers to the SW of
the African Barrick, North Mara Gold mine.
Kiagata Project (PL 4225/2006)
The Kiagata project, located within the North Mara Greestone
belt, is situated in the Musoma District and is about 30 kilometers from Musoma
Town, the main commercial hub in the area. The project is located immediately
south of the Mara river and west of the Serengeti National Park.
A reconnaissance survey involving mapping, termite sampling,
and selected soil and rock sampling were carried out but results suggest that no
gold mineralization is present on the property. The licence is to be
relinquished.
Kubiasi Kiserya (PL4833/2007)
The Kiserya project is located in northeastern Tanzania
approximately 18 kilometers southeast from African Barricks North Mara Gold
Mine, within the N Mara Gold Belt. The licence lies adjacent to the Mara River
and to the north of the Serengeti Game Reserve. The northern and western parst
of the licence are underlain by greenstone rocks that tend to crop out as series
of large hills that dot the surrounding plains. The remainder of the licence is
underlain by granite. Little to no colluvium of black clay mbuga is present.
Exploration
No exploration activities were undertaken during the quarter
Future Exploration
|
Exploration is to be focused on investigating:
|
i.
|
Anomaly 1, located along the
granite/metavolcanic contact that has been cut by a prominent NW-SE shear
zone (
Map 20
). Active artisanal workings occur along the shear zone
some 500 meters NW of the licence.
|
ii.
|
The E-W striking quartz veins in Anomalies 2
and 3 which returned anomalous gold values
|
iii.
|
The N-S trending Anomaly 4.
|
iv.
|
The quartz vein that returned 5.15 g/t gold on the
northern slope of Kiterere Hill in the Eastern part of the
Prospect.
|
v.
|
The old colonial shaft at the base of Getangana
Hill
|
Mapping, trenching and possible Schlumberger VES profiling are
planned to complete this phase of exploration.
Map 20: Soil anomaly map of Kubiasi Kiserya PL4833/2007
Maji Moto HQ-P23869
A recent acquisition to the N Mara group of licences is the
Maji Moto licence that was awarded to the Company by the Ministry of Mines
through application and tender in April 2012.
The licence is situated in the N Mara Greenstone Belt (Eastern
Musoma Goldfields) approximately 28 kilometers to the SW of African Barricks N
Mara Gold Mine (
Map 21
). Three artisanal gold mining sites are known on
the licence.
Exploration
Exploration has not yet commenced on the licence.
Map 21:
.
Location map of Maji Moto HQ-P23869
Note: HQ-O23869 is the Application number. The licence has yet
to be allocated a PL number by the Ministry.
Future
exploration
The following exploration strategy (Phase 1) will be followed
as soon as a field camp is established on site:
-
Regional ground Magnetic surveyRegional mapping of the licenceRegional
soil sampling on 200 meter x 50 meter sample gridDetailed mapping and
soil/rock sampling at and around the artisanal sitesSchlumberger profiles
across the known artisanal sites
Phase 2 will be dependant on the results achieved from the
Phase 1 exploration programme
Acquisition of Prospecting Licenses in Tanzania
General
The following is a discussion and analysis of our plan of
operation and results of operations for the three month period ended June 30,
2012, and the factors that could affect our future financial condition. This
discussion and analysis should be read in conjunction with our consolidated
unaudited financial statements and the notes thereto included elsewhere in this
quarterly report. Our consolidated financial statements are prepared in
accordance with United States generally accepted accounting principles. All
references to dollar amounts in this section are in United States dollars unless
expressly stated otherwise.
Plan of Operation
As of June 30, 2012, we had negative working capital of
approximately $210,000. We plan to spend approximately $50,000 for our property
acquisitions and holding costs and $200,000 for exploration activities for the
next twelve months, with work being conducted on several projects including soil
sampling, trenching and drilling. We will need to raise additional funds to
finance the exploration activities on our projects. No assurance can be given
that additional financing will be available, or that it can be obtained on terms
acceptable to the Company and its shareholders. Our estimated expenses over the
next twelve months are as follows:
Cash Requirements during the Next Twelve Months
Expense
|
($)
|
Property acquisition and holding costs
|
50,000
|
Exploration expenses
|
200,000
|
Professional fee
|
150,000
|
General and administration fee
|
500,000
|
Total
|
900,000
|
There is no historical financial information about us upon
which to base an evaluation of our performance. We are an exploration stage
corporation and have not generated any revenues from operations. We cannot
guarantee we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the exploration of our
properties, possible cost overruns due to price and cost increases for services
and economic conditions. Because the Company does not currently derive any
production revenue from operations, its ability to conduct exploration and
development on properties is largely based upon its ability to raise capital by
equity funding.
Our exploration objective is to find an economic mineral body
containing gold. Our success depends upon finding mineralized material. This
includes a determination by our contracted consultants and professional staff
whether the property contains resources and/or reserves. Mineralized material is
a mineralized body, which has been delineated by appropriately spaced drilling
or underground sampling to support sufficient tonnage and average percentage
grade of metals to justify removal. If we dont find mineralized material or we
cannot remove mineralized material, either because we do not have the money to
do so or because it is not economically feasible to do so, we will cease
operations or seek other properties.
RESULTS OF OPERATIONS
Three Month Summary
|
|
Three Months Ended
|
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
Revenue
|
$
|
-
|
|
$
|
-
|
|
Expenses
|
|
1,238,495
|
|
|
403,656
|
|
Other income (expenses)
|
|
(5,818
|
)
|
|
1,485,464
|
|
Net Income (Loss)
|
$
|
(1,244,313
|
)
|
$
|
1,081,808
|
|
Revenue
We had no operating revenues for the three month period ended
June 30, 2012 and 2011. We anticipate that we will not generate any revenues
until we generate additional financing to support our planned operations.
Operating Costs and Expenses
The major components of our expenses for the three months ended
December 31, 2011 and 2010 are outlined in the table below:
|
|
Three Months Ended
|
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
10,183
|
|
|
7,125
|
|
Exploration costs
|
|
517,021
|
|
|
53,056
|
|
General and administrative
|
|
90,246
|
|
|
68,825
|
|
Impairment of mineral property acquisition
costs
|
|
8,550
|
|
|
-
|
|
Management and director fees
|
|
9,000
|
|
|
5,000
|
|
Professional fees
|
|
91,161
|
|
|
100,025
|
|
Salaries
|
|
136,672
|
|
|
144,987
|
|
Stock-based compensation
|
|
362,336
|
|
|
-
|
|
Travel and accommodation
|
|
13,326
|
|
|
24,638
|
|
Total
Expenses
|
|
1,238,495
|
|
|
403,656
|
|
General and Administrative Expenses
The Company reported a loss of $1,238,495 for the three months
ended June 30, 2012 compared with a loss of $403,656 for same period in fiscal
2011. The increased loss in the current period is mainly attributed to increased
exploration costs and stock-based compensation.
The $21,421 increase in our general and administrative expenses
for the three month period ended June 30, 2012 as compared to the same period in
fiscal was primarily due to increase in licenses holding costs and salary.
Liquidity and Capital Resources
Working Capital
|
|
June 30, 2012
|
|
|
March 31, 2012
|
|
Current Assets
|
$
|
267,023
|
|
$
|
586,592
|
|
Current Liabilities
|
|
476,910
|
|
|
219,879
|
|
Working Capital
|
$
|
(209,887
|
)
|
$
|
366,713
|
|
Cash Flows
|
|
Three Months Ended
|
|
|
|
June 30, 2012
|
|
Cash used in Operating Activities
|
$
|
(622,444
|
)
|
Cash used in Investing Activities
|
|
(331
|
)
|
Cash provided by Financing Activities
|
|
286,975
|
|
Net Increase (Decrease) in Cash
|
$
|
(335,800
|
)
|
We had a cash balance of
approximately $188,000 and
negative working capital of $210,000 as of June 30, 2012 compared to cash of
$523,000 and working capital of $367,000 as of March 31, 2012. The decrease of
cash balance and working capital primarily due to cash spent on exploration and
development. We anticipate that we will incur approximately $900,000 for
operating expenses, including professional, legal and accounting expenses during
the next twelve months. Accordingly, we will need to obtain additional financing
in order to complete our full business plan.
Going Concern
The unaudited financial statements accompanying our quarterly
report on Form 10-Q for the quarter ended June 30, 2012 have been prepared on a
going concern basis, which implies that our company will continue to realize its
assets and discharge its liabilities and commitments in the normal
course of business. Our company has not generated revenues since inception and
has never paid any dividends and is unlikely to pay dividends or generate
earnings in the immediate future. The continuation of our company as a going
concern is dependent upon the continued financial support from our shareholders,
the ability of our company to obtain necessary equity financing to achieve our
operating objectives, and the attainment of profitable operations. As of June
30, 2012, we had a cash balance of approximately $188,000 and we estimate that we will require
approximately $650,000 for general and administration costs and professional
fees, and $250,000 for property acquisition holding and exploration costs
associated with our plan of operation over the next twelve months. We do not
have sufficient funds for general and administration activities and planned
mineral property acquisition and exploration activities and therefore we will be
required to raise additional funds. No assurance can be given that additional
financing will be available, or that it can be obtained on terms acceptable to
the Company and its shareholders.
The advancement of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
Future Financings
We had an approximate cash balance of $188,000 and negative
working capital of $210,000 as of June 30, 2012 compared to a cash balance of
$523,000 and working capital of $367,000 as of March 31, 2012 and we estimate
that we will require approximately $900,000 for costs associated with our plan
of operation over the next twelve months. Accordingly, we do not have sufficient
funds for planned operations and we will be required to raise additional funds
for operations. We intend to raise additional funds from another equity offering
or loans. At the present time, we are attempting to raise additional money, but
there is no assurance that we will be successful. If we need additional funds
and are unable to raise them, we will have to suspend or cease operations until
we succeed in raising additional funds.
Outstanding shares and options
As of August 14, 2012, we have 111,770,733 shares of common
stock outstanding, 9,520,000 stock options outstanding and 35,689,901 warrants
outstanding.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.
Risks And Uncertainties
Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward looking
statements. Such forward looking statements include any projections and
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.
Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.
Risks Associated with Mining
All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn
any revenues from operations and if we do not do so we will
lose all of the funds that we expend on exploration. If we do not discover any
mineral resource in a commercially exploitable quantity, our business could
fail.
Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business could
fail.
A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7
) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a reserve that meets the requirements of the
Securities and Exchange Commissions Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any reserve and
any funds that we spend on exploration will probably be lost.
Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.
Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.
Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.
We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. Current laws and regulations could
be amended and we might not be able to comply with them, as amended. Further,
there can be no assurance that we will be able to obtain or maintain all permits
necessary for our future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are required and are not
obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.
Our business activities are conducted in Tanzania.
Our mineral exploration activities in Tanzania may be affected
in varying degrees by political stability and government regulations relating to
the mining industry and foreign investment in that country. The government of
Tanzania may institute regulatory policies that adversely affect the exploration
and development (if any) of the Companys properties. Any changes in regulations
or shifts in political conditions in this country are beyond the control of the
Company and may adversely affect its business. Investors should assess the
political and regulatory risks related to the Companys foreign country
investments. Our operations may be affected in varying degrees by government
regulations with respect to restrictions on production, price controls, export
controls, foreign exchange controls, income taxes, expropriation of property,
environmental legislation and mine safety.
We may not have clear title to our properties.
Acquisition of title to mineral properties is a very detailed
and time-consuming process, and the Companys title to its properties may be
affected by prior unregistered agreements or transfers, or undetected defects.
Several of the Companys prospecting licenses are currently subject to renewal
by the Ministry of Energy and Minerals of Tanzania. In result, there is a risk
that we may not have clear title to all our mineral property interests, or they
may be subject to challenge or impugned in the future. We have exploration
licenses. We do not have a license to mine any minerals or reserves whatsoever
at this time on any part of our properties. Once exploration has advanced to a
point where mining on one or more of our properties is feasible, we plan to
apply for a mining license or licenses.
If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource, and our business could fail.
If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.
Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.
Mineral exploration, development and production involve many
risks, which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all the hazards
and risks inherent in the exploration for mineral resources and, if we discover
a mineral resource in commercially exploitable quantity, our operations could be
subject to all of the hazards and risks inherent in the development and
production of resources, including liability for pollution, cave-ins or similar
hazards against which we cannot insure or against which we may elect not to
insure. Any such event could result in work stoppages and damage to property,
including damage to the environment. We do not currently maintain any insurance
coverage against these operating hazards. The payment of any liabilities that
arise from any such occurrence would have a material adverse impact on our
company.
Mineral prices are subject to dramatic and unpredictable
fluctuations.
We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver and copper. The price of those commodities has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.
The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims. If
we cannot continue to acquire properties to explore for mineral resources, we
may be required to reduce or cease operations.
The mineral exploration, development, and production industry
is largely un-integrated. We compete with other exploration companies looking
for mineral resource properties. While we compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we
will not compete with them for the removal or sales of mineral products from our
properties if we should eventually discover the presence of them in quantities
sufficient to make production economically feasible. Readily available markets
exist worldwide for the sale of mineral products. Therefore, we will likely be
able to sell any mineral products that we identify and produce.
In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can
be no assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.
If our costs of exploration are greater than anticipated,
then we may not be able to complete the exploration program for our Tanzanian
properties without additional financing, of which there is no assurance that we
would be able to obtain.
We are proceeding with the initial stages of exploration on our
Tanzanian properties. We are carrying out an exploration program that has been
recommended by a consulting geologist. This exploration program outlines a
budget for completion of the recommended exploration program. However, there is
no assurance that our actual costs will not exceed the budgeted costs. Factors
that could cause actual costs to exceed budgeted costs include increased prices
due to competition for personnel and supplies during the exploration season,
unanticipated problems in completing the exploration program and delays
experienced in completing the exploration program. Increases in exploration
costs could result in our not being able to carry out our exploration program
without additional financing. There is no assurance that we would be able to
obtain additional financing in this event.
Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.
We are in the initial stages of exploration of our mineral
property, and thus have no way to evaluate the likelihood that we will be
successful in establishing commercially exploitable reserves of gold, silver or
other valuable minerals on our Tanzanian properties.
The search for valuable minerals as a business is extremely
risky. We may not find commercially exploitable reserves of gold, silver or
other valuable minerals in our mineral property. Exploration for minerals is a
speculative venture necessarily involving substantial risk. The expenditures to
be made by us on our exploration program may not result in the discovery of
commercial quantities of ore. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.
Because our executive officers have limited experience in
mineral exploration and do not have formal training specific to the
technicalities of mineral exploration, there is a higher risk that our business
will fail.
Our executive officers have limited experience in mineral
exploration and do not have formal training as geologists or in the technical
aspects of management of a mineral resource exploration company. As a result of
this inexperience, there is a higher risk of our being unable to complete our
business plan for the exploration of our mineral property. With no direct
training or experience in these areas, our management may not be fully aware of
many of the specific requirements related to working within this industry. Our
decisions and choices may not take into account standard engineering or
managerial approaches mineral resource exploration companies commonly use.
Consequently, the lack of training and experience of our management in this
industry could result in management making decisions that could result in a
reduced likelihood of our being able to locate commercially exploitable reserves
on our mineral property with the result that we would not be able to achieve
revenues or raise further financing to continue exploration activities. In
addition, we will have to rely on the technical services of others with
expertise in geological exploration in order for us to carry out our planned
exploration program. If we are unable to contract for the services of such
individuals, it will make it difficult and maybe impossible to pursue our
business plan. There is thus a higher risk that our operations, earnings and
ultimate financial success could suffer irreparable harm and our business will
likely fail.
Risks Relating to Our Common Stock
If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.
Our articles of incorporation authorize the issuance of up to
250,000,000 shares of common stock with a par value of $0.00001 per share. Our
board of directors may choose to issue some or all of such shares to acquire one
or more businesses or to provide additional financing in the future. The
issuance of any such shares will reduce the book value and market price of the
outstanding shares of our common stock. If we issue any such additional shares,
such issuance will reduce the proportionate ownership and voting power of all
current shareholders. Further, such issuance may result in a change of control
of our corporation.
Our common stock is illiquid and shareholders may be unable
to sell their shares.
There is currently a limited market for our common stock and we
can provide no assurance to investors that a market will develop. If a market
for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may
lose all of their investment. Public announcements regarding our company,
changes in government regulations, conditions in our market segment or changes
in earnings estimates by analysts may cause the price of our common shares to
fluctuate substantially. In addition, stock prices for junior mineral
exploration companies fluctuate widely for reasons that may be unrelated to
their operating results. These fluctuations may adversely affect the trading
price of our common shares.
Penny stock rules will limit the ability of our stockholders
to sell their stock.
The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a shareholders ability
to buy and sell our stock.
In addition to the penny stock rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for its shares.
Because of the early stage of development and the nature of
our business, our securities are considered highly speculative.
Our securities must be considered highly speculative, generally
because of the nature of our business and the early stage of our development. We
are engaged in the business of identifying, acquiring, exploring and developing
commercial reserves of primarily gold and potentially uranium. Our properties
are in the exploration stage only and are without known reserves of gold and/or
uranium. Accordingly, we have not generated any revenues nor have we realized a
profit from our operations to date and there is little likelihood that we will
generate any revenues or realize any profits in the short term. Any
profitability in the future from our business will be dependent upon locating
and developing economic reserves of gold and/or uranium, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or
debt in order to continue our business operations.
We do not intend to pay dividends on any investment in the shares of stock of our company.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit
the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stocks price. This may never happen and investors may lose all of their investment
in our company.
Risks Related to Our Company
Our by-laws contain provisions indemnifying our officers and directors.
Our by-laws provide the indemnification of our directors and officers to the fullest extent legally permissible under the Nevada corporate law against all expenses, liability and loss reasonably incurred or suffered by them in connection with any
action, suit or proceeding. Furthermore, our by-laws provide that our board of directors may cause our company to purchase and maintain insurance for our directors and officers, and we have implemented director and officer insurance coverage.
Because most of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.
Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons assets are located outside the United States. As a result, it may be difficult for
investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our companys disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities
Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure
controls and procedures were not effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed by our company in reports it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our
companys management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to
the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management
anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.
We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above.
To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2013, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing
additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
It should be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all
fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
There were no changes in our internal control over financial reporting during the three month period ended June 30, 2012 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS.
Not Applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
In April, 2012 we completed a first closing of a private
placement of 14,285,000 shares at a price of $0.06 per share for gross proceeds
of $857,100. We issued an aggregate of 2,000,000 shares to one subscriber that
each represented that it was 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 and an
additional 12,285,000 shares to eight accredited investors, who represented that
they were each a US Person as defined in Regulation S, 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 Companys ongoing work
program on its mining projects, continued exploration for new projects and
general working capital.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
Exhibit
|
|
Number
|
Description
|
3.1
|
Articles of
Incorporation (incorporated by reference from our Registration Statement
on Form SB-2, filed on June 6, 2007)
|
3.2
|
Certificate of Amendment dated
December 7, 2010 (incorporated by reference from our Current Report on
Form 8-K dated December 10, 2010)
|
3.3
|
Amended and Restated
Bylaws (incorporated by reference from our Current Report on Form 8-K
filed on June 7, 2011)
|
4.1
|
Specimen Stock Certificate
(incorporated by reference from our Registration Statement on Form SB-2
filed on June 6, 2007)
|
4.2
|
Form of Warrant
Certificate for Offering Completed September 7, 2010 (incorporated by
reference from our Quarterly Report on Form 10-Q filed on November 23,
2010)
|
10.1
|
Option Agreement with Geo Can
Resources Company Limited (incorporated by reference from our Annual
Report on Form 10-K filed on July 14, 2009)
|
10.2
|
Binding Letter
Agreement with Kilimanjaro Mining Company Inc. (incorporated by reference
from our Annual Report on Form 10-K filed on July 14, 2009)
|
10.3
|
Consulting Services Agreement with
Stocks That Move (incorporated by reference from our Quarterly Report on
Form 10-Q filed on November 23, 2009)
|
10.4
|
Consulting Agreement
with Robert Lupo (incorporated by reference from our Quarterly Report on
Form 10-Q filed on February 22, 2010)
|
10.5
|
Addendum to the Consulting Agreement
with Robert Lupo (incorporated by reference from our Quarterly Report on
Form 10-Q filed on February 22, 2010)
|
10.6
|
Finders Fee
Agreement with Robert A. Young and the RAYA Group (incorporated by
reference from our Annual Report on Form 10-K filed on July 14, 2010)
|
10.7
|
Termination of the Consulting
Agreement with Robert Lupo (incorporated by reference from our Annual
Report on Form 10-K filed on July 14, 2010)
|
10.8
|
Consulting Agreement
with Clive Howard Matthew King (incorporated by reference from our Annual
Report on Form 10-K filed on July 14, 2010)
|
10.9
|
Consulting Agreement dated October 7,
2010 between the Company and Misac Noubar Nabighian (incorporated by
reference from our Current Report on Form 8-K filed on October 13, 2010)
|
10.10
|
2010 Stock Option
Plan (incorporated by reference from our Current Report on Form 8-K filed
on October 13, 2010)
|
10.11
|
Stock Exchange Agreement with
Kilimanjaro Mining Company, Inc. and their selling shareholders
(incorporated by reference from our Quarterly Report on Form 10-Q filed on
November 23, 2009)
|
10.12
|
Form of Subscription
Agreement for Offering Completed September 7, 2010(incorporated by
reference from our Quarterly Report on Form 10-Q filed on November 23,
2010)
|
10.13
|
Amendment No. 1 to Consulting
Agreement between the Company and Clive King dated effective November 11,
2010 (incorporated by reference from our Quarterly Report on Form 10-Q
filed on November 23, 2010)
|
10.14
|
Form of Mineral
Property Sales Agreement dated May 15, 2009, July 29, 2009, August 28,
2009 and November 19, 2009 between a director of the Company and the
landowners listed below (collectively the Landowners) (incorporated by
reference from our Quarterly Report on Form 10-Q filed on November 23,
2010):
|
|
No
|
Owners Name
|
|
S01
|
Pius Joackim Game in
Parenership with Mustafa Kaombwe and Msua Mkumbo
|
|
S03
|
Mohamed Suleimani and Partners Plus Chombo,
Alfred Joakim and Heri S. Mhula
|
|
S04
|
Maswi Marwa In Partnership with
Robert Malando, Andrew Julius Marando and Mathew Melania
|
|
S05
|
John Bina Wambura in Partnership with Fabiano
Lango
|
|
S06
|
Elizabeth Shango
|
|
S07
|
Athuman Chiboni in Partnership with Maswi Marwa
and Robert Malando
|
|
S08
|
Malando Maywili in Partnership
with Charles Mchembe
|
|
S09
|
Robert Malando
|
|
S10
|
Raymond Athumani Munyawi
|
|
S11
|
Jeremia K. Lulu in Partnership with Agnes Musa,
Juma Shashu, Neema Safari, Neema Tungaraza, Safari Neema
|
Exhibit
|
|
|
Number
|
|
Description
|
|
Tungaraza, Safari
Meema and Simon Gidazada
|
|
S12
|
Heri S. Mhula and partners Samweli Sumbuka,
Plus Gam and Shambulingole
|
|
S13
|
Limbu Magambo Nyoda and
Partners Saba Joseph, Bakari Kahinda
|
|
S14
|
Shambuli Sumbuka in Partnership with Limbu
Gambo
|
|
S15
|
Salama Mselemu
|
|
S16
|
John Bina Wambura in Partnership with Bosco
Sevelin Chaila; Plus Game; Saimon Jonga
|
|
S17
|
John Bina Wambura in
Partnership with Jumanne Mtemi; Anton Gidion; Bosco Sevelin Chaila; Plus
Game; Saimon Jonga
|
|
S18
|
Limbu Magambo in Partnership with Pous GamI and
Shambuli Sumbuka
|
|
S19
|
Lukas Mmary in Partnership with
Henry Pajero, John Bina, Massanja Game, Mwajuma Joseph, Mwita Magita and
Plus Game
|
|
S20
|
Maswi Marwa In Partnership with Shagida
malando; Marwa Marwa; Benidict Mitti and Fred Mgongo
|
|
S21
|
Mustafa IDD Kaombwe
|
|
S22
|
Mustafa IDD Kaombwe in Partnership with Mahega
Malugoyi; Julias Kamana; Ramadhani Lyanga and Abas Mustafa
|
|
S23
|
Ramadhani Mohamed Lyanga In
partnership With Mustafa Kaombwe and Bethod Njega
|
|
S24
|
Ales David Kajoro in partnership with Henry
Ignas; Daud Peter and Julias Charles Rugiga
|
|
S25
|
Joel Mazemle in Partnership
with Christina Mazemle, Plus Chombo and Limbu Magambo Nyoda
|
|
S26
|
Idd Ismail in Partnership with Bakari Abdi,
Elizabeth U. Yohana, Emanuel Marco, Hamisi Ramadhan, Husein
Hasan, Mnaya Hosea, and Sanane Msigalali
|
|
|
|
10.15
|
Form of Addendum No. 1 to Mineral Property Sales
Agreement dated September 18, 2009 between a director of the Company and
the Landowners (incorporated by reference from our Quarterly Report on
Form 10-Q filed on November 23, 2010)
|
10.16
|
Form of Addendum No. 2 to Mineral Property Sales
Agreement dated January 18, 2010 between a director of the Company and the
Landowners (incorporated by reference from our Quarterly Report on Form
10-Q filed on November 23, 2010)
|
10.17
|
Form of Addendum No. 3 to Mineral Property Sales
Agreement dated July 27, 2010 between a director of the Company and the
Landowners (incorporated by reference from our Quarterly Report on Form
10- Q filed on November 23, 2010)
|
10.18
|
Mineral Financing Agreement between the Company and Ahmed
Magoma dated October 19, 2009
*
(incorporated by reference
from our Quarterly Report on Form 10-Q filed on November 23, 2010)
|
10.19
|
Property Purchase Agreement between Geo Can Resources
Company Limited and Kilimanjaro Mining Company, Inc dated May 5,
2009(incorporated by reference from our Quarterly Report on Form 10-Q
filed on November 23, 2010)
|
10.20
|
Amendment to Mineral Financing Agreement between the
Company and Ahmed Magoma dated October 27, 2009 (incorporated by reference
from our Quarterly Report on Form 10-Q filed on November 23, 2010)
|
10.21
|
Declaration of Trust of Geo Can Resources Company Limited
dated July 23, 2009 (incorporated by reference from our Quarterly Report
on Form 10-Q filed on November 23, 2010)
|
10.22
|
Form of Subscription Agreement for non US Subscribers
(incorporated by reference from our Current Report on Form 8-K filed on
March 11, 2011)
|
10.23
|
Form of Subscription Agreement for US Subscribers
(incorporated by reference from our Current Report on Form 8-K filed on
March 11, 2011)
|
10.24
|
Consulting Agreement dated April 26, 2011 between David
Kalenuik and the Company (incorporated by reference from our Current
Report on Form 8-K filed on May 2, 2011)
|
10.25
|
Consulting Agreement dated April 26, 2011 between Roger
Newell and the Company (incorporated by reference from our Current Report
on Form 8-K filed on May 2, 2011)
|
10.26
|
Employment Agreement dated April 26, 2011 between Heidi
Kalenuik and the Company (incorporated by reference from our Current
Report on Form 8-K filed on May 2, 2011)
|
10.27
|
Employment Agreement dated April 26, 2011 between Ming
Zhu and the Company (incorporated by reference from our Current Report on
Form 8-K filed on May 2, 2011)
|
10.28
|
Geita Option Agreement dated May 6, 2011 between
Otterburn Ventures Inc. and the Company (incorporated by reference from
our Current Report on Form 8-K filed on May 12, 2011)
|
10.29
|
Kalemela Option Agreement dated May 6, 2011 between
Otterburn Ventures Inc. and the Company (incorporated by reference from
our Current Report on Form 8-K filed on May 12, 2011)
|
10.30
|
North Mara Option Agreement dated May 6, 2011 between
Otterburn Ventures Inc. and the Company (incorporated by reference from
our Current Report on Form 8-K filed on May 12, 2011)
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
XBRL Taxonomy Extension
Calculation Linkbase
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB*
|
XBRL Taxonomy Extension Label
Linkbase
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
* Filed herewith.
|
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, thereunto duly authorized.
LAKE VICTORIA MINING COMPANY, INC.
By
|
/s/ David Kalenuik
|
|
|
David Kalenuik
|
|
|
President, and Chief Executive
Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 14, 2012
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ Ming Zhu
|
|
|
Ming Zhu
|
|
|
Chief Financial Officer
|
|
|
(Principal Accounting Officer and
Principal
|
|
|
Financial Officer)
|
|
|
|
|
Date:
|
August 14, 2012
|
|
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