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 six month period ended September
30, 2012, we experienced the following significant corporate developments:
1.
|
In September, 2012, the Company offered a total of up to
120 units of royalty to raise a gross of $3,000,000 for small scale mining
on Kinyambwiga property. Each unit will entitle investors to receive ½ of
1 percent (1%) of the net proceeds of production from small scale mining
operations of the up to 60% of the net proceeds of gold
production.
|
|
|
2.
|
At Kahama South, we have commenced a ground magnetic
survey and a geologic mapping program of the 245 square kilometer
project.
|
|
|
3.
|
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. 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 18
Prospecting Licenses (PLs) and 71 Primary Mining Licenses (PMLs) and 4 uranium
projects consisting of 7 Prospecting and Reconnaissance Licenses, within its
Tanzania property portfolio, covering approximately 1966 square kilometers
(485,809 acres). Our main area of interest is 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.
Assuming funding is available, we plan to develop and conduct
small-scale gold mining on selected mineral properties within certain of our
primary mining licenses.
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 completed and a comprehensive evaluation is concluded
with an economic study and a formal 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 September 30, 2012, exploration work was confined to the
Kinyambwiga project
Musoma Bunda Murangi Gold Project
Exploration Strategy
No on the ground exploration was undertaken on the Kinyambwiga
(PL 4653/2007), Suguti (PL
PL3966/2006
) and Murangi
(PL4511/2007)
licences during the quarter. The Kinyambwiga licence
has been reduced from 30.90 square kilometres to 15.45 square kilometres as part
of the required Government relinquishment of 50% of the ground holdings on
licence renewal. The southern part of the licence area, covered by black cotton
soil and underlain by granitic rocks with no known artisanal workings, has been
relinquished. The northern part of the licence is host to the Kanunga 1 to 3
artisanal mine sites.
The new artisanal mining site, located 1 kilometer along strike
to the east of Kanunga 2, is currently still being exploited as well as minor
artisanal activities occurring at Kanunga 3 in the northern part of the licence.
The Kanunga 1 Prospect has been earmarked for possible small
scale mining operations that will proceed once necessary funding has been
achieved. Currently, a scoping study involving mining planning and scheduling
together with financial evaluations are being carried out on the prospect. As
part of the requirement, metalliurgical test work is to be undertaken by Peacock
and Simpson, Zimbabawe in order to determine the percentages of gravity
recoverable gold (free gold) versus leachable gold. Gold recovery results will
determine the design of a processing plant, that is being engineered by APT
Technologies in Johannesburg, South Africa.
A 50 kilogramme sample of the quartz reef at Kanunga 1 was
collected from 3 working artisanal shafts (
Table 1)
that varied from 14
metres to 44 metres in depth. Samples of quartz together with disseminated
pyrite and minor visible gold were collected from the working face and are +10cm
in size. An equal portion of sample was collected from each shaft, composited,
packed and recently shipped to Peacock and Simpson.
Table 1
. Location and depth of
artisanal
shafts at the Kanunga 1 Prospect.
Shaft ID
|
Easting
|
Northing
|
Elevation
|
Status
|
Depth(m)
|
KNSH001
|
581135
|
9776874
|
1191
|
Active
|
17.5
|
KNSH002
|
581147
|
9776878
|
1190
|
Active
|
15
|
KNSH003
|
581148
|
9776880
|
1190
|
Active
|
25
|
KNSH004
|
581158
|
9776884
|
1189
|
Active
|
31
|
KNSH005
|
581167
|
9776884
|
1188
|
Dormant
|
9.6
|
KNSH006
|
581177
|
9776884
|
1189
|
Dormant
|
8.6
|
KNSH007
|
581189
|
9776878
|
1190
|
Dormant
|
7.3
|
KNSH008
|
581197
|
9776892
|
1191
|
Dormant
|
8
|
KNSH009
|
581205
|
9776896
|
1191
|
Active
|
18.3
|
KNSH010
|
581246
|
9776914
|
1190
|
Dormant
|
5.1
|
KNSH011
|
581290
|
9776944
|
1193
|
Dormant
|
9.3
|
KNSH012
|
581320
|
9776922
|
1191
|
Active
|
17
|
KNSH013
|
581324
|
9776924
|
1191
|
Active
|
15.2
|
KNSH014
|
581339
|
9776938
|
1192
|
Active
|
3.2
|
KNSH015
|
581353
|
9776950
|
1190
|
Active
|
11
|
KNSH016
|
581355
|
9776948
|
1191
|
Active
|
22
|
KNSH017
|
581358
|
9776948
|
1192
|
Active
|
20
|
KNSH018
|
581364
|
9776958
|
1191
|
Active
|
12
|
KNSH019
|
581368
|
9776950
|
1192
|
Dormant
|
20
|
KNSH020
|
581377
|
9776954
|
1191
|
Active
|
44
|
KNSH021
|
581386
|
9776958
|
1191
|
Dormant
|
15.4
|
KNSH022
|
581390
|
9776958
|
1191
|
Active
|
17
|
KNSH023
|
581382
|
9776964
|
1192
|
Active
|
14.6
|
KNSH024
|
581382
|
9776968
|
1192
|
Dormant
|
15
|
KNSH025
|
581387
|
9776976
|
1192
|
Active
|
6
|
Sampled Shafts for Metallurgical test work
Future work
Kinyambwiga (PL 4653/2007)
The anomalous stone layer
encountered from previous RAB drilling during 2009 as well as the soil anomaly
near 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
).
Map 1: Kanunga 1 East and School soil anomalies
A NI43-101 complaint report is currently being prepared by an
independent consulting geologist.
Suguti (PL3966/20)
Future Exploration
Further exploration is to be
focused mainly at Targets 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 spaced N-S traverse lines 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 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, comprised of Banded Iron Formation (BIF Hill) rocks in the
central to southern part of the PL. They also undertook 3 N-S drill
fences, totaling 24 reverse circulation drill holes, along strike to the east of
the BIF hill. No detailed information is currently available from Randgolds
work. 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
(Map
4).
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,
-
Four inclined diamond drill holes, amounting to 648.72 meters, were
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. All boreholes
intersected wide zones of anomalous gold mineralization 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
.
Map 4: Plan of BIF Hill and Kyarano Prospects showing
position of Schlumberger profiles and diamond drill collars
Kyarano Prospect
The Kyarano Prospect, located on the eastern side of the
Kiabakari East Permit, is a recent and active artisanal site in which up to +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 short diamond drill programme was initially planned
across the strike length of the gold occurrences but the programme is pending.
Future exploration
Metallurgical test work is to be undertaken on the oxide rock
material taken from artisanal working and trenches on surface as part of the
scoping study to determine the viability of commencing and open pit/underground
small scale mining operation at BIF Hill. In order to get a better understanding
of the geology and gold mineralisation, the Company is considering the
development of a north trending adit form the southern side at the base of the
hill.
Uyowa Gold Project
The Uyowa Gold project, located 120 kilometers northwest of
Tabora town, previously consisted of seven (7) Prospecting Licenses (PLs) that
covered a total area of 729.73 square kilometers in the west-central area of
Tanzania. Due to increased Ministerial costs of annual renewals coupled with the
Companys objective to focus its exploration efforts on more potentially viable
ground holding, the total amount of licences have been reduced to 4 Pls (
Map
5
).
Map 5: Current licence holdings of the Uyowa Project
No exploration has been undertaken during the quarter.
Exploration has been previously focused on PL5153/2008 in which
the following work has been undertaken:
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.
-
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
PL 3425/2005 has subsequently been relinquished. PL 5153/2007
(
Map 6
)
-
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.
-
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.
-
An eleven hole diamond drill program, totaling 1459 meters, was aimed at
defining and understanding the structural controls of the 4 gold veins across
300 meters of strike length, was completed in the 2
nd
Quarter. Gold
mineralization was traced to a vertical depth of some 150 meters
(Map
7)
Map 6:
Grid layouts of exploration surveys undertaken
across the artisanal workings and environs on PL 5153/2008
Map 7
. 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 8).
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 8
: Longitudinal section showing gold distribution
plot along strike of mineralized zone.
Future exploration
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 9.
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.
A scoping study is planned to be undertaken across the central
part of the Uyowa Prospect where the highest gold grades have been defined by
both by RC and diamond drilling. A bulk sample is to be collected of the
mineralised ductile shear zone for metallurgical test work prior to undertaking
a feasibility study on the potential to develop a small scale mining operation.
A N43-101 complaint report is currently being prepared by an independent
Geological Consultant.
Map 9: Soil sampling plan to trace the strike extensions of
the mineralized gold structure across PL5152/2008.
Handeni Gold Project
The Handeni Project comprises of a single Licence PL 7148/2011
of 12 square kilometers and 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 10
). The Company has retained 100% of the
mineral rights of PL7148/2011. (Note Error reporting in 2
nd
Quarter
Report stating that PL 4816/2007 was retained).
Map 10: Location map of the Handeni Project showing the PL
7148/2011 in yellow.
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 11
). 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 2 , Map 11
).
Map 11: Soil sampling grids across Mukulima East outlining
potential soil anomalies
Table 2. 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 centres
|
(Total samples 188)
|
PHASE 1
|
|
50m centres
|
(Total samples 623)
|
PHASE 2
|
|
North Mara Gold Projects
The North Mara Gold Project, now comprising of 4 Prospecting
licences and covering 91.78 square kilometers, have been divided into 3 blocks,
namely the Tarime-Utegi, Kubiasi Kiserya project which includes the Kiagata
Project and the recently acquired Maji Moto licence (HQ-P23869). Six of the 10
licences previously held by the Company have been relinquished after
reconnaissance exploration indicated poor potential to discover an economic
resources within the near future. Minor artisanal activity was noted on these
licences.
A recent addition to the North Mara Gold project is the Maji
Moto licence (
HQ-P23869
), located 28 kilometers to the SW of the African
Barrick, North Mara Gold mine.
No exploration activities were undertaken on any of the
licences during this quarter.
Tarime & Utegi
The remaining Tarime PL4882/2005 and Utegi PL4873/2007
licences, from a previous 6 Pls are located on the western side of the North
Mara Greenstone Belt. Since much of the area is overlain by mbuga soils,
target generation has to be made from undertaking detailed structural analysis
from both Magnetic and IP data. The detailed aeromagnetic survey data undertaken
by the Finnish Geological Survey (2003) was purchased from the Government and
processed. A number of magnetically interpreted structural targets have been
delineated for field investigation. Both licences are considered of low
priority.
Kiagata
The Kiagata project (PL4225/2007), located within the North
Mara Greenstone 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
The Kiserya project (PL4833/2007) 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
parts 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.
Future Exploration
Although previous exploration did indicate positive signs of
gold mineralisation, no gold resource has yet been identified. The potential to
discover a gold resource in the immediate future is considered low. On account
of austerity measures and the need to focus on a number of key projects within
the Company portfolio, this licence is to be relinquished as soon as the rental
term has expired. No further work is to be undertaken on the licence.
Maji Moto HQ-P23869
A recent acquisition to the North 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 North Mara Greenstone Belt
(Eastern Musoma Goldfields) approximately 28 kilometers to the SW of African
Barricks N Mara Gold Mine (
Map 12
). Three artisanal gold mining sites
are known on the licence.
Exploration
Exploration has not yet commenced on the licence.
Map 12:
.
Location map of Maji Moto HQ-P23869
Note: HQ-P23869 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 survey
-
Regional mapping of the licence
-
Regional soil sampling on 200 meter x 50 meter sample grid
-
Detailed mapping and soil/rock sampling at and around the artisanal sites
-
Schlumberger profiles across the known artisanal sites
Phase 2 will be dependent 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 September
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 September 30, 2012, we had negative working capital of
approximately $563,000. We plan to spend approximately $50,000 for our property
acquisitions and holding costs and $3,000,000 for development and production of
small scale mining for the next twelve months, with work being conducted on
several projects including soil sampling, trenching and drilling. We will need
to raise additional funds to finance the exploration activities on our projects.
No assurance can be given that additional financing will be available, or that
it can be obtained on terms acceptable to the Company and its shareholders. Our
estimated expenses over the next twelve months are as follows:
Cash Requirements during the Next Twelve Months
Expense
|
|
($)
|
Property acquisition and holding costs
|
|
50,000
|
Development and production costs
|
|
3,000,000
|
Professional fee
|
|
150,000
|
General and administration fee
|
|
500,000
|
Total
|
|
3,700,000
|
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 and Six Month Summary
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Revenue
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Expenses
|
|
336,180
|
|
|
1,013,380
|
|
|
1,574,675
|
|
|
1,417,038
|
|
Other income (expenses)
|
|
(2,036
|
)
|
|
(823,841
|
)
|
|
(7,854
|
)
|
|
661,623
|
|
Net Income (Loss)
|
$
|
(338,216
|
)
|
$
|
1,837,221
|
|
$
|
(1,582,529
|
)
|
$
|
(755,415
|
)
|
Revenue
We had no operating revenues for the six month period ended
September 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
September 30, 2012 and 2011 are outlined in the table below:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
10,184
|
|
|
8,925
|
|
|
20,367
|
|
|
16,051
|
|
Exploration costs
|
|
105,209
|
|
|
290,940
|
|
|
622,230
|
|
|
343,996
|
|
General and administrative
|
|
55,337
|
|
|
88,627
|
|
|
145,583
|
|
|
157,453
|
|
Impairment of mineral property acquisition
costs
|
|
|
|
|
371,612
|
|
|
8,550
|
|
|
371,612
|
|
Management and director fees
|
|
9,000
|
|
|
9,000
|
|
|
18,000
|
|
|
14,000
|
|
Professional fees
|
|
29,462
|
|
|
94,504
|
|
|
120,623
|
|
|
194,529
|
|
Salaries
|
|
123,047
|
|
|
147,243
|
|
|
259,719
|
|
|
292,230
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
362,336
|
|
|
|
|
Travel and accommodation
|
|
3,941
|
|
|
2,529
|
|
|
17,267
|
|
|
27,167
|
|
Total
Expenses
|
|
336,180
|
|
|
1,013,380
|
|
|
1,574,675
|
|
|
1,417,038
|
|
General and Administrative Expenses
The Company reported a loss of $1,574,675 for the six months
ended September 30, 2012 compared with a loss of $1,417,038 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 $11,870 decrease in our general and administrative expenses
for the six month period ended September 30, 2012 as compared to the same period
in fiscal 2011 was primarily due to the decrease in promotion and shareholder
relationship expenses and bank services charges.
Liquidity and Capital Resources
Working Capital
|
|
September 30, 2012
|
|
|
March 31, 2012
|
|
Current Assets
|
$
|
240,098
|
|
$
|
586,592
|
|
Current Liabilities
|
|
802,992
|
|
|
219,879
|
|
Working Capital
|
$
|
(562,894
|
)
|
$
|
366,713
|
|
Cash Flows
|
|
Six Months Ended
|
|
|
|
September 30, 2012
|
|
Cash used in Operating Activities
|
$
|
(776,220
|
)
|
Cash used in Investing Activities
|
|
(124,669
|
)
|
Cash provided by Financing Activities
|
|
296,142
|
|
Net Increase (Decrease) in Cash
|
$
|
(335,409
|
)
|
We had a cash balance of approximately $168,000 and negative
working capital of $563,000 as of September 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
general and administration expenses. We anticipate that we will incur
approximately $3,700,000 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 September 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 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 September 30, 2012, we had a cash
balance of approximately $168,000 and we estimate that we will require
approximately $650,000 for general and administration costs and professional
fees, and $3,050,000 for property acquisition holding and small-scale mining
evaluation, development and production 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 $168,000 and negative
working capital of $563,000 as of September 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 $3,700,000 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 November 14, 2012, we have 114,554,067 shares of common
stock outstanding, 9,520,000 stock options outstanding and 37,122,734 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,
labor 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.