ITEM 1. BUSINESS.
General
Lake Victoria Mining Company, Inc. (formerly known as Kilimanjaro Mining Company, Inc.) was incorporated on December 11, 2006 under the laws of the State of Nevada. On December 7, 2010, our majority shareholders approved our 2010 stock option plan and an amendment to our existing articles of incorporation to increase our authorized capital from 100,000,000 to 250,000,000 shares of common stock. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to conduct mineral exploration activities on properties to find an economic mineral body containing gold.
We maintain our statutory registered agent’s office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business and administrative office is located at Suite 810 - 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2, Canada. This is our mailing address as well. Our telephone number is 604.681.9635.
Recent Corporate Developments
Since the commencement of our fourth quarter ended March 31, 2011, we experienced the following significant corporate developments:
1.
On February 24, 2011, we entered into a debt settlement and subscription agreement with Roger Newell, a director of the company, pursuant to which we issued 145,833 shares of our common stock at a deemed price of $0.24 per share in settlement of $35,000 of outstanding debt owed by our company to Mr. Newell. The shares were issued pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.
2.
Effective March 7, 2011, we issued 20,000,000 units at a price of $0.15 per unit for gross proceeds of $3,000,000. Each unit consisted of one share of common stock and one share purchase warrant entitling the warrant holder to purchase an additional share of common stock at a price of $0.30 per share for a period of six months from closing. We issued an aggregate of 2,963,333 units to 9 subscribers that each represented that they were not a US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933. We issued an additional 17,036,667 units to 23 U.S. persons, who represented that they were accredited investors (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.
3.
Effective April 1, 2011, the Company changed its head office address from 1781 Larkspur Drive, Golden, Colorado 80401 to Suite 810 - 675 West Hastings Street, Vancouver, British Columbia V6B 1N2.
4.
On April 20, 2011, the Company entered into a prospecting license purchase agreement with Pili Sadiki, to acquire a 100% interest in a certain prospecting license located in the Kiabakari Musoma District of Tanzania. Also on April 20, 2011, the Company entered into a prospecting license purchase agreement with Rashid Omar, to acquire a 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.
5.
On April 26, 2011, the Company entered into a consulting agreement with David Kalenuik, pursuant to which the Company engaged Mr. Kalenuik to, among other things: provide the services of corporate management, reporting to the board of directors including without limiting the generality of the foregoing, hiring other managers and employees as required, finding new projects and assisting in financing requirements. As consideration for the performance of his consulting services under the agreement, the Company agreed to pay Mr. Kalenuik CDN$10,000 per month commencing April 1, 2011, plus applicable taxes. Contingent upon Mr. Kalenuik executing the consulting agreement and as part of the consideration for Mr. Kalenuik’s services, the Company agreed to grant Mr. Kalenuik upon the completion of twelve (12) months of April 26, 2011 and annually on the anniversary each and every year that follows, during Mr. Kalenuik’s continuous consulting, an option to purchase 500,000 shares of the Company’s restricted common stock, which shall be subject to the terms and conditions set forth in the Stock Option Agreement. The consulting agreement is for a term of two years and may be renewed at the option of the Company by giving 30 days written notice prior to the expiry of the initial term.
6.
On April 26, 2011, the Company entered into a consulting agreement with Roger Newell, pursuant to which the Company engaged Mr. Newell to, among other things: provide the services to the corporate management, reporting to the president and subsequently to the board of directors including without limiting the generality of the foregoing, reviewing and editing technical data/press releases, finding and assessing new projects and assisting in investor relations, corporate presentations and financing requirements. As consideration for the performance of his consulting services under the agreement, the Company agreed to pay Mr. Newell USD$3,500 per month commencing April 1, 2011, plus applicable taxes. Contingent upon Mr. Newell executing the consulting agreement and as part of the consideration for Mr. Newell’s services, the Company agreed to grant Mr. Newell upon the completion of twelve (12) months of April 26, 2011 and annually on the anniversary each and every year that follows, during Mr. Newell’s continuous consulting, an option to purchase 250,000 shares of the Company’s restricted common stock, which shall be subject to the terms and conditions set forth in this the Stock Option Agreement. The consulting agreement is for a term of two years and may be renewed at the option of the Company by giving 30 days written notice prior to the expiry of the initial term.
7.
On April 26, 2011, the Company entered into an employment letter agreement with Heidi Kalenuik, pursuant to which the Company employed Ms. Kalenuik to, among other things: carry out the duties and responsibilities of the position of Secretary, Treasurer and Supervisor of Operations of the Company. As consideration for the performance of her duties under the employment letter agreement, the Company agreed to pay Ms. Kalenuik CDN$102,000 per year commencing April 1, 2011. Ms. Kalenuik is also entitled to receive a one-time bonus in the amount of CDN$1,000.
8.
Effective April 26, 2011, the Company entered into an employment letter agreement with Ming Zhu, pursuant to which the Company employed Mr. Zhu to, among other things: carry out the duties and responsibilities of the position of Chief Financial Officer of the Company. As consideration for the performance of his duties under the employment letter agreement, the Company agreed to pay Mr. Zhu CDN$90,000 per year commencing April 1, 2011. Mr. Zhu is also entitled to receive a one-time bonus in the amount of CDN$1,000.
9.
On May 10, 2011, the Company entered into four joint venture and option agreements (the “Options”) with Otterburn Ventures Inc. (“Otterburn”) pursuant to which Otterburn had the right to acquire up to an undivided 70% interest (the “Options”) in and to certain Primary Mineral Licenses (“PML’s”) and Prospecting Licenses (“PL’s”) located in the Lake Victoria Greenstone Belt in Tanzania, East Africa. The PML’s and PL’s owned by the Company are known as the Singida Gold Project, North Mara Gold Project, Kalemela Gold Project and Geita Gold Project, and cover approximately 623 square kilometers. On May 20, 2011 Otterburn completed its due diligence investigation of the title and environmental condition of the Properties to its satisfaction, paid the initial cash payment of US$497,423 and completed the issuance of 2,200,000 common shares to Lake Victoria.
10.
On May 30, 2011, the Board of Directors of the Company amended and restated the Company’s bylaws. The amendment and restatement of the bylaws was for the purpose of, among other things, removing certain outdated and redundant provisions that existed in the Company’s prior bylaws with respect to corporate governance, shareholder and director meeting procedures, and indemnification procedures. The changes to the Company’s prior bylaws include: (i) expanding certain provisions with respect to shareholders’ meetings including change of quorum requirements; (ii) amending certain provisions respecting appointment of directors, corporate governance and committees, and directors’ meetings; (iii) expanding certain provisions with respect to officers and their duties; (iv) changing certain provisions with respect to share certificates; (v) eliminate inconsistencies between the bylaws the provisions of the Nevada Revised Statutes; and (vi) amended indemnification provisions.
11.
On May 30, 2011, the Company entered into a prospecting license purchase agreement with Manga Mining Corp, to acquire a 100% interest of one prospecting license located in the Handeni District of Tanzania.
12.
On June 17, 2011, the Company incorporated two new wholly-owned subsidiaries, Chrysos 197 Company Tanzania Ltd and Jin 179 Company Tanzania Ltd., in Tanzania to facilitate property acquisitions in compliance with The Mining (Mineral Rights) Regulations 2010 of Tanzania.
13.
On July 1, 2011, the Company entered into a prospecting license purchase agreement with I. M. Kwematuku Export Trade Ltd, to acquire up to 100% interest of one prospecting licenses located in the Handeni District of Tanzania.
14.
On July 8, 2011, Otterburn Ventures Inc. exercised its rights to terminate four option and joint venture agreements dated May 6, 2011 between Otterburn and the Company, pursuant to which we granted Otterburn the right to acquire up to an undivided 70% interest in and to certain primary mining licenses and prospecting licenses owned by us known as the Singida Gold Project, North Mara Gold Project, Kalemela Gold Project and Geita Gold Project and Otterburn paid the cash payment of $412,423 and issued 2,200,000 of its common shares to our company. In connection with the termination of the option agreements:
(i)
Otterburn agreed to pay such applicable Tanzanian government fees to leave the respective licenses in good standing for a period six months from July 8, 2011.
(ii)
Otterburn terminated the exploration service agreement dated May 20, 2011 between Otterburn, Lake Victoria Resources (T) Ltd., our wholly-owned subsidiary, and agree to pay a reimbursement for the work expenditures incurred by Otterburn during the months of March through the termination date of July 8, 2011 and, if required, certain termination costs, provided such termination costs have been incurred in accordance with the exploration service agreement.
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 30 Prospecting Licenses (PLs) and 84 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 3,046 square kilometers (752,587 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 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, 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.
Competitive Factors
The gold mining industry is fragmented, that is there are many gold prospectors and producers, small and large. We are a small exploration stage mining company and we do not have the financial, personnel or equipment resources that many competitors possess. Because of our lack of resources we may not be able to adequately withstand the competitive forces that exist in the mining industry generally and specifically with respect to gold mining.
Regulations
Mineral rights in the United Republic of Tanzania are governed by the Mining Act of 1998 and The Mining (Mineral Rights) Regulations, 2010 and control over minerals is vested in the United Republic of Tanzania. Prospecting for minerals may only be conducted under authority of a mineral right granted by the Ministry of Energy and Minerals under this Act.
The three types of mineral rights most often encountered, which are applicable to us include: prospecting licenses; retention licenses; and mining licenses. A prospecting license grants the holder thereof the exclusive right to prospect in the area covered by the license for all minerals, other than building and gemstones, for an initial period of four years. Thereafter, the license is renewable for two further periods of three and two years consecutively. On each renewal of a prospecting license, 50 percent of the area covered by the license must be relinquished. The maximum initial area for a prospecting license is 300 square kilometers. A company applying for a prospecting license must, inter alia, state the financial and technical resources available to it. A retention license can also be requested from the Minister, after the expiry of the 4-3-2-year prospecting license period, for reasons ranging from funds to technical considerations.
Mining is carried out through either a mining license or a special mining license or a primary mining license, all three of which confer on the holder thereof the exclusive right to conduct mining operations in or on the area covered by the license. A mining license is granted for a period of 10 years and is renewable for a further period of 10 years. A special mining license is granted for a period of 25 years and is renewable for the estimated life of the ore body or such period as the applicant may request whichever period is shorter. If the holder of a prospecting license has identified a mineral deposit within the prospecting area which is potentially of commercial significance, but it cannot be developed immediately by reason of technical constraints, adverse market conditions or other economic factors of a temporary character, it can apply for a retention license which will entitle the holder thereof to apply for a special mining license when it sees fit to proceed with mining operations.
A retention license is valid for a period of five years and is thereafter renewable for a single period of five years. A mineral right may be freely transferred by the holder thereof to another person, except for a mining license, which must have the approval of the Ministry to be assigned.
However, this approval requirement for the assignment of a mining license will not apply if the mining license is assigned to an affiliate company of the holder or to a financial institution or bank as security for any loan or guarantee in respect of mining operations.
A holder of a mineral right may enter into a development agreement with the Ministry to guarantee the fiscal stability of a long-term mining project and make special provision for the payment of royalties, taxes, fees and other fiscal imposts.
We have complied with all applicable requirements and the relevant licenses have been issued.
Environmental Law
We are also subject to Tanzania laws dealing with environmental matters relating to the exploration and development of mining properties. While in the exploration stage, on any of our project areas, we are conscious of any environmental impact we may be having. However, our obligations are very limited, as our activities cause minimal environmental disturbances and are limited to mapping, sampling, trenching, geophysical surveying and drilling. Once project areas reach a point of being commercially feasible for mining then we will be required to conduct proper environmental impact studies based on feasibility reports and planned mining operations. We do protect the environment through any regulations affecting:
1.
Health and Safety
2.
Archaeological Sites
3.
Exploration Access
Subsidiaries
We have four wholly owned subsidiaries. Kilimanjaro Mining Company Inc., a US corporation, Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd and Jin 179 Company Tanzania Ltd. which are Tanzanian corporations.
Employees
On April 26, 2011, the Company entered into employment and contract agreements with our officers and directors. Our president David Kalenuik and secretary Heidi Kalenuik agreed to handle our administrative duties.
To the extent possible we intend to use the services of subcontractors for manual labor and exploration work on our properties. Lake Victoria Resources (T) Limited, our wholly owned Tanzania subsidiary may hire subcontractors and employees to complete exploration work. A large skilled and unskilled workforce is readily available within Tanzania to satisfy any labour requirements we may have. Through contractors and skilled professional employees the company does provide any necessary on the job training to accomplish our exploration objectives.
ITEM 1A.
ITEM 1A. RISK FACTORS.
Much of the information included in this annual 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 Commission’s 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 Company’s 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 Company’s 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 Company’s title to its properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of the Company’s 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 commercially 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 nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in 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 stage 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 customer’s 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 customer’s 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 purchaser’s 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 shareholder’s 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 customer’s 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 stock’s 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 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES.
Executive Offices
As of the date of this report, our executive offices consist of approximately 200 square feet, plus common area, located at Suite 810, 675 West Hastings Street, Vancouver, British Columbia V6B 1N2, Canada. We rent the office at a rate of $1,400 plus tax per month on a month to month basis. We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.
Mineral Properties
Acquisition of Primary Mining Licenses in Singida, Tanzania
On May 15, 2009, a subsidiary of the Company, Kilimanjaro Mining Company Inc., entered into a Mineral Financing Agreement with a director of the Company authorizing him, on behalf of the Company, to acquire Primary Mining Licenses (“PMLs”) in the Singida area of Tanzania. The agreement was entered into as a result of certain requirements under the Tanzania Mining Act as it relates to the ability to hold title to Primary Mining Licenses (PMLs). The Mining Act allows only a Tanzanian national or a Tanzanian corporation that is 100% owned by Tanzanian nationals to hold title to PMLs. As a result, the Company entered into the Mineral Financing Agreement along with a Statutory Declaration and Declaration of Trust with one of its directors (a Tanzanian National) to facilitate the optioning, exploration and purchase of the PML’s at the Singida gold project. Upon application, approval and the issuing of a Special Mining License that is comprised of two or more of the PMLs in the Singida project area, the Company will become the registered owner on title.
In September, 2009, the Company provided notification to all the PML owners involved in Singida Mineral Properties and Sales Agreements that the Company would extend their due diligence period for an additional 120 days, as per 2.1.1 of the agreement, upon paying the same amount as the Initial Payment again. In addition, the director completed an Addendum to the Mineral Properties and Sales Agreement that altered clause 2.1.5. On October 27, 2009, an amended Mineral Financing Agreement was signed between the director (a Tanzanian national) and the Company.
On January 19, 2010, a director on behalf of the Company signed second addendums to Singida Mineral Properties Sale 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 instalment of $470,927 was divided into two payments, with $281,065 paid on July 27, 2010 and $187,051 paid on October 26 and November 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 instalment 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.
At the option of the Company, any PMLs may be relinquished at any time during the agreement and the title transferred back to the original owner. Also, 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 and paid on a pro rata basis determined by the total final number of PMLs involved in a special mining license.
Under the terms of the mineral properties sales and purchase agreements the Company has completed initial option payments in the amount of $1,707,810. As of March 31, 2011, the Company has acquired 100% of 23 PMLs. The Company has the option to acquire 37 additional and different PMLs in the Singida area. Pursuant to the original agreement and the subsequent addendums, the Company agreed to pay approximately $646,030 on August 9, 2011, $419,100 on January 23, 2013 and $3,828,000 on February 24, 2013.
Acquisition of Prospecting Licenses in Tanzania
On April 20, 2011, the Company entered into a Prospecting License Purchase Agreement with Pili Sadiki, to acquire a 100% interest in a certain prospecting license located in the Kiabakari Musoma District of Tanzania.
On April 20, 2011, the Company entered into a Prospecting License Purchase Agreement with Rashid Omar, to acquire a 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.
On May 30, 2011, the Company entered into a Prospecting License Purchase Agreement with Manga Mining Company to acquire a 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.
On July 1, 2011, the Company entered into a Prospecting License Purchase Agreement with I. M. Kwematuku Export Trade Ltd. to acquire up to 100% interest in a certain prospecting license located in the Handeni Tanga District of Tanzania.
Option Agreements with Otterburn Ventures Inc.
On May 6, 2011, Lake Victoria Mining Company, Inc. (the “Company”) entered into the following four option and joint venture agreements with Otterburn Ventures Inc. (“Otterburn”). On July 8, 2011 Otterburn terminated these four option and joint venture agreements.
Geita Option Agreement
In the option and joint venture agreement (the “Geita Option Agreement”) between the Company and Otterburn with respect to property located in the Geita District of the Mwanza Region of the United Republic of Tanzania (the “Geita Property”), the Company agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Geita Property. Pursuant to the Geita Option Agreement, and in consideration for the 70% option, Otterburn agreed to: (i) make a cash payment to the Company in the amount of $2,739.70 on May 20, 2011 (the “Effective Date”) representing all license fees paid by the Company; (ii) make cash payments to the Company in the aggregate of up to $150,000 over a two-year period commencing on May 13, 2011 (the “Closing Date”); (iii) allot and issue up to 600,000 common shares of Otterburn to the Company over a two year period commencing on the Closing Date; and (iv) fund working costs up to $1,570,000 on the Geita Property over a three year period commencing on the Effective Date.
Kalemela Option Agreement
In the option and joint venture agreement (the “Kalemela Option Agreement”) between the Company and Otterburn with respect to property located in the Magu District of the Mwanza Region of the United Republic of Tanzania (the “Kalemela Property”), the Company agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Kalemela Property. Pursuant to the Kalemela Option Agreement, and in consideration for the 70% option, Otterburn agreed to: (i) make a cash payment to the Company in the amount of $21,897.80 on the Effective Date representing all license fees paid by the Company; (ii) make cash payments to the Company in the aggregate of up to $150,000 over a two-year period commencing on May 13, 2011 (the “Closing Date”); (iii) allot and issue up to 600,000 common shares of Otterburn to the Company over a two year period commencing on the Effective Date; and (iv) fund working costs up to $1,350,000 on the Kalemela Property over a three year period commencing on the Effective Date.
Mara Option Agreement
In the option and joint venture agreement (the “Mara Option Agreement”) between the Company and Otterburn with respect to property located in the Tarime District of the North Mara Region of the United Republic of Tanzania (the “Mara Property”), the Company agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Mara Property. Pursuant to the Mara Option Agreement, and in consideration for the 70% option, Otterburn agreed to: (i) make a cash payment to the Company in the amount of $32,015.20 on the Effective Date representing all license fees paid by the Company; (ii) make cash payments to the Company in the aggregate of up to $180,000 over a two-year period commencing on May 13, 2011 (the “Closing Date”); (iii) allot and issue up to 900,000 common shares of Otterburn to the Company over a two year period commencing on the Effective Date; and (iv) fund working costs up to $1,850,000 on the Mara Property over a three year period commencing the Effective Date.
Singida Option Agreement
In the option and joint venture agreement (the “Singida Option Agreement”) among the Company, Ahmed Abubakar Magoma and Otterburn with respect to property located in the Singida Region of the United Republic of Tanzania (the “Singida Property”), the Company and Mr. Magoma agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Singida Property divided into two option grants. Pursuant to the Singida Option Agreement, and in consideration for 51% of the interest, Otterburn agreed to: (i) make a cash payment to the Company in the amount of $770 on the Effective Date representing all license fees paid by the Company; (ii) make cash payments to the Company in the aggregate of up to $400,000 over a two-year period commencing on May 13, 2011 (the “Closing Date”); (iii) allot and issue up to 2,200,000 common shares of Otterburn to the Company over a two year period commencing on the Effective Date; and (iv) fund working costs up to $4,500,000 on the Singida Property over a three year period commencing on the Closing Date and fund and complete the Preliminary Economic Assessment on or before the third anniversary date from the Effective Date, as described in more detail in the Singida Option Agreement. Pursuant the Singida Option Agreement, in consideration for the remaining 19% interest Otterburn agreed to: (i) allot and issue up to 1,000,000 common shares of Otterburn to the Company on or before the sixth anniversary date from the Effective Date; (ii) fund and complete the Pre-Feasibility Report compliant with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects, on or before the sixth anniversary date from the Effective Date; and (iii) fund working costs up to $750,000 on the Singida Property, $250,000 on or before each of the fourth, fifth and sixth anniversary dates from the Effective Date.
Termination of Option and Joint Venture Agreements
On July 8, 2011, Otterburn Ventures Inc. exercised its rights to terminate four option and joint venture agreements dated May 6, 2011 between Otterburn and the Company, pursuant to which we granted Otterburn the right to acquire up to an undivided 70% interest in and to certain primary mining licenses and prospecting licenses owned by us known as the Singida Gold Project, North Mara Gold Project, Kalemela Gold Project and Geita Gold Project and Otterburn paid the cash payment of $497,423 and issued 2,200,000 of its common shares to our company. In connection with the termination of the option agreements:
(i)
Otterburn agreed to pay such applicable Tanzanian government fees to leave the respective licenses in good standing for a period six months from July 8, 2011.
(ii)
Otterburn terminated the exploration service agreement dated May 20, 2011 between Otterburn, Lake Victoria Resources (T) Ltd., our wholly-owned subsidiary, and and agree to pay a reimbursement for the work expenditures incurred by Otterburn during the months of March through the termination date of July 8, 2011 and, if required, certain termination costs, provided such termination costs have been incurred in accordance with the exploration service agreement.
(iii)
Otterburn agreed to repurchase the 2,200,000 common shares of Otterburn that we received pursuant to the Option Agreements at a price of $0.10 per share.
Licenses
The following chart (Table 1) is a complete list of each gold prospecting license that we own by project name, license number, the area of location, district of its location and the size in square kilometers. Table 2, a complete list of our uranium prospect licenses, follows the gold license list (Table 1). We own no prospecting property other than the following licenses listed on
Table 1 and Table 2. There are no known reserves on these properties and any proposed programs by us are exploratory in nature.
Table 1: Gold Projects and License List
Table 2: Uranium Projects and License List
Prospective Projects and Properties
The following map (Map 1) is a gold project location map. The “red” is the outline of all of our individual Prospecting Licenses (PLs) that are combined to make a project area and that were in joint venture with Otterburn. Our other gold projects that weren’are outlined in “blue”. For a detailed listing see Item 2: Properties - Table 1
Map 1: Gold Project Location Map, March 2011
The following map (Map 2) is a uranium project location map. The “black” is the outline of all of our individual Prospecting Licenses (PLs or PLRs) that are combined to make a project. Our projects are outlined in “grey”. For a detailed listing see Item 2: Properties - Table 2
Map 2: Uranium Location Map, March 2011
Prospective Gold Projects
The following is a brief overview of our 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 fiscal year ended March 31, 2011, our exploration work was primarily concentrated on the Singida, Kinyambwiga, Uyowa and North Mara gold projects.
Kalemela Gold Project
The Kalemela Gold project consists of a package of six prospecting licenses (Table 1) that make up a total area of 253.8 square kilometers near the south-eastern corner of Lake Victoria (Table 3). On April 1, 2007, PL2747/2004 was the original prospecting license acquired from Uyowa Gold Mining and Exploration Company Limited, P.O. Box 3167, Dar es Salaam, Tanzania. Subsequently, on November 18, 2008 we acquired two additional adjacent and contiguous licenses PL3006/2005 and PL2910/2004. We entered into an Exploration Services Agreement with Geo Can to conduct geologic mapping, soil and rock sampling and ground magnetic surveys.
The original three licenses covered about 261.8 square kilometers and have each been split in half in compliance with the Mining Act of Tanzania. This has resulted in the Kalemela project now being comprised of six (6) PLs with an additional three (3) new PL numbers being assigned and totaling about 253.80 sq. km. However, all the subsequent exploration comments refer to the original three prospecting licenses (PLs).
We completed the initial exploration of all the Kalemela licenses during 2008/2009. Results of geologic mapping, ground magnetic surveying and soil and rock sampling have identified exploration sites suitable for electrical induced polarization (I.P.) geophysical surveys to further define possible drill targets. Depending on available resources and project scheduling, follow up soil sampling will be conducted to confirm previous sampling results, followed by a targeted electrically induced polariztion (I.P.) geophysical survey and a possible initial drill program. No additional work was conducted on the Kalemela project during this reporting period.
Table 3: Kalemela Gold Project Prospecting Licenses
License Details Area (km2 )
PL 2747/2004 34.01
PL 2910/2004 37.90
PL 3006/2005 56.56
PL 5892/2009 29.67
PL 5912/2009 56.74
PL 5988/2009 38.92
TOTAL 253.80
Location and Access
The Kalemela Gold Project is located in the Kilimafedha greenstone belt of the Lake Victoria Gold Field in the Magu and Bunda Districts, Mwanza Region of northern Tanzania. The properties can be reached by traveling northeastwards from Mwanza city on the all-weather Mwanza-Magu-Bunda paved highway that continues northwards to Musoma.
The properties are near the eastern tip of Lake Victoria’s Speke Gulf and close to the southern shoreline of Lake Victoria. The nearest airport with regularly scheduled flights is in Musoma although the Mwanza airport is preferred where there are daily flights to and from Dar es Salaam and Kilimanjaro international airports.
The city of Musoma has a population of about 1.5 million and a well-developed social and commercial infrastructure including: transportation, telecommunications, educational institutes, hospitals, hotels, and recreational facilities. The licenses are approximately 86 kilometers south of Musoma. Bunda, a closer, smaller commercial center than Musoma, is only about 36 kilometers north of the project area.
Road access to the licenses from Musoma, the nearest large town, is to Lamadi village over a well maintained paved highway, and then by dirt roads to all parts of the project. Two wheel vehicles are satisfactory in the dry season, but four wheel drive vehicles are required during the wet season.
As Map 3 shows, the license blocks are contiguous, apart from a narrow strip of land between PL 5892 and PL 5912.
Map 3, “The Kalemela Gold Property Location Map, Tanzania” illustrates the location of the all six Kalemela licenses relative to Lake Victoria, the Serengeti National Park and their respective areas in square kilometers (sq.km.).
The Kalemela Gold Project is located in the Kilimafedha greenstone belt of the Lake Victoria Gold Field in the Magu and Bunda Districts, Mwanza Region of northern Tanzania. The properties can be reached by traveling northeastwards from Mwanza city on the all-weather Mwanza-Magu-Bunda paved highway that continues northwards to Musoma.
The properties are near the eastern tip of Lake Victoria’s Speke Gulf and close to the southern shoreline of Lake Victoria. The nearest airport with regularly scheduled flights is in Musoma although the Mwanza airport is preferred where there are daily flights to and from Dar es Salaam and Kilimanjaro international airports.
The city of Musoma has a population of about 1.5 million and a well-developed social and commercial infrastructure including: transportation, telecommunications, educational institutes, hospitals, hotels, and recreational facilities. The licenses are approximately 86 kilometers south of Musoma. Bunda, a closer, smaller commercial center than Musoma, is only about 36 kilometers north of the project area.
Road access to the licenses from Musoma, the nearest large town, is to Lamadi village over a well maintained paved highway, and then by dirt roads to all parts of the project. Two wheel vehicles are satisfactory in the dry season, but four wheel drive vehicles are required during the wet season.
As Map 3 shows, the license blocks are contiguous, apart from a narrow strip of land between PL 5892 and PL 5912.
Map 3: Kalemela Gold Project Location Map, November 2009.
Physiography and Climate
Topographically, the license consists of sweeping terrain, with several low hills in the southern and eastern parts; flat stretches of grass and dark colored clay rich mbuga soils dominate the central and northern parts of the license. The most conspicuous topographic features in the area surrounding the project are two large hills known as Ngasamo Hill and Wamangola Hill. These two hills lie south of the project and are formed by iron and magnesium rich intrusive rocks.
The project is located at the western fringe of the Kilimafedha greenstone belt. Granitoid and greenstone rocks extend northward to the Ndabaka Plains and to the Serengeti Game Reserve. The licenses constitute the northern extremity of a large and physiographically mature area known as Sukumaland. The area is adequately drained by the northwest flowing Lutubiga stream together with various other tributaries to the generally east flowing Ramadi River. All rivers in the area flow into the Duma River that eventually empties into Lake Victoria. The drainage channels are structurally controlled and follow joints, shear zones and other internal structures in the underlying bedrock. Outcrops are generally scarce as much of the area is covered with extensive amounts of Recent clay rich soils.
Geology
The Kalemela property is located in the south-western portion of the Kilimafedha Greenstone Belt (Map 3). The greenstone rocks in this area are part of the Nyanzian system which, together with Dodoman system and younger Kavirondian, forms what is known as the Tanzania craton. The craton is surrounded by Proterozoic mobile belts. The Precambrian terranes have been disrupted episodically throughout the Phanerozoic by rifting, most recently in the Cenozoic with the development of the famed East African Rift System.
The most significant regional structural feature is the northwest trending Suguti Shear Zone, which is located about 25 kilometers to the northeast. This structure lies within a broad, 2-3 kilometer wide depression; smaller faults within our properties are believed to represent offshoots from the larger Suguti structure. It may be possible that these small faults have helped to control the location of elevated metal values.
Greenstone volcanic rocks and granite rocks are the major lithologies present on the Kalemela licenses. The greenstones have planar flow structures in the southwest, central and southeast parts of the property. A major northeast trending linear feature, present in the Lutubiga area, coincides with greenstone outcrops in the central part of the property. Minor northwest trending faults and fracture features are also present, and a well defined greenstone dike is present in the central south part of the licenses that might help control some elevated metal values.
Local (Deposit) Geology
The local geology of the area is shown in Map 4, and the major rock types are briefly described below:
Geological mapping was undertaken by Geo Can Resources in 2008/09 over the license blocks- see also Map 4.
The Kalemela Gold Project is located within the western extremity of the Kilimafedha Greenstone Belt. Granitoids form higher relief in the southern part of the license, while lower elevations with greenstones and clay-rich mbuga soils are present in the north. Several gabbro, dolerite and felsic porphyry dykes are present. However, outcrops are scarce, especially in the north of the license area.
In the west and northwest parts of the area, greenstones are dominant in the form of mafic volcanics and basaltic pillow lavas; occasional rhyolites and felsic porphyry dykes are also present. The northern half of the property is blanketed by a generally thin clay-rich mbuga soil cover, which overlies prospective greenstone and granitic rocks.
History
There are no historical large mines or developed gold mineralized bodies within the property; prior to our current activity, only limited reconnaissance exploration was conducted on the property and within the region.
Map 4: Regional Geological Map for the Kalemela Gold Project, July 2008
Kalemela Exploration Program
Exploration across the Kalemela licenses has largely been conducted by Geo Can Resources between July, 2008 and February, 2009 with later follow-up investigation on a few of the anomalies by Lake Victoria Mining Company during the latter part of 2009 (Table 4). The work program consisted of gridding, soil and rock sampling, geophysical ground magnetic surveying, trenching, geological mapping, soil and rock assays, report writing, accommodations and travel.
Table 4: Summary of exploration undertaken by GeoCan Resources
Activity Unit PL 2747 PL 2910 PL 3006 TOTAL
Mapping km² 70.72 37.90 113.90 222.52
Soil sampling Samples 3692
Rock chips Samples 61
Trenching Trenches
Samples
Ground magnetics line-km 2186
No detailed follow-up work has been undertaken from the initial exploration results obtained by Geocan Resources other than minor trenching across areas of increased soil anomalism. However, geological mapping has confirmed that the environment is favourable for the presence of gold mineralisation. The project area lies within the Lake Victoria Greenstone Belt.
Soil geochemical sampling and limited trenching have confirmed the presence of gold in the area, while ground magnetic surveys have identified potential feeder channel sites which, allied with the regional structural regime, strongly suggest that the area is conducive to the emplacement of gold.
The following targets have been identified for field investigation - Map 5:
1.
The area immediately north of Mwabujose and Chumve Hills in the western most PL 2910/2004. A major NE-SW structure cuts the area and together with the cross-cutting NW-SE structures provides prospective targets. IP Gradient array survey with selected N-S Schlumberger profiles are proposed with the aim of defining targets for follow-up trenching, augering (over mbuga-covered area) and RAB drilling.
2.
The geochemical anomalous area in the north-eastern part of the project area on PL 5892/2008. A number of NE-SW trending structures cut by NW-SE dykes characterize this area. Auger or RAB drilling is proposed.
3.
The granite/basalt contact, largely overlain by mbuga soils requires verification by IP and Schlumberger/VLF profiling. Follow-up soil sampling by auger or RAB drilling is required to test beneath the mbuga.
Map 5: Exploration Targets Priortized on the Kalemela Gold Project
Geita Project PL2806/2004 and PL5958/2009
On January 27, 2009, we executed a definitive Option Agreement (the “Option”) with Geo Can to earn a 50% interest in Geo Can’s Geita Gold Project, Prospecting License Number PL2806. Subsequently, on May 5, 2009 through a Property Purchase Agreement between our wholly owned subsidiary Kilimanjaro Mining Company and Geo Can we acquired a 100% interest in the “Property” totaling 43.77 sq km. The Geita Gold Project (original license number: PL2806/2004) is located in Northern Tanzania within the Lake Victoria goldfields in the Geita District, Mwanza Region. This license is about 6 kilometers west of the town of Geita and about 78 kilometers west of Mwanza. The original prospecting license PL2806 has been divided and the project is now comprised of two licenses: PL2806/2004 (21.59 sq.km.) and PL5958/2009 (20.85 sq.km.), which totals about 42.44 sq.km.
During 2008, under contract by us, Geo Can completed detailed ground magnetic surveys, and both reconnaissance and detailed electrical prospecting (induced polarization, I.P.) surveys. Following this work, we commenced drilling on the Geita Project in January, 2009 and completed 37 reverse circulation drill holes for a total of 3,508 meters (11,506 feet). The drilling identified sub-economic gold values; the best mineralized intersection was 2 meters of 3.03 grams per metric ton from 50 meters to 52 meters in drill hole GR-15. Other than desktop studies and and reconnaissance visits, no additional work was conducted on the project during this reporting period.
Description and Location
The Geita property (License number: PL2806/204) is situated in the famous Lake Victoria goldfields in Geita district, Mwanza region, northern Tanzania. It is located between Latitude 2o 54’S and 2o 92’S and Longitude 32° 06’E and 32° 22’E that encompasses an area of 42.44 square kilometers. This area lies approximately 6 Km west of the town of Geita and 78 Km west of the city Mwanza. Mwanza, on the southern shore of Lake Victoria is an important port and the second largest city in Tanzania.
Accessibility, Infrastructure, Physiography and Climate
Geita (Map 6) can be reached by air via Mwanza International airport, located in Mwanza town and then 78 Km drive to Geita town via Geita-Biharamulo tarmac road. The property can as well be reached from Kahama district, Shinyanga through Kakola-Geita road. The Geita town has several mobile telephone networks (Vodacom, Celtel, Zantel, Tigo and TTCL) and internet communication is available in local internet cafes.
Topographically on the north side, the property consists of prominent hills and relative low hills on the southern side (Map 76). Nyamalembo on the northeast side of the property is the highest reaching elevation of 1474 metres above sea level (Map 7 and Map 8). Most of the hills consist of granitic rocks with the exception of Samena Hill (on the northwest side), which is composed of greenstone rocks. The hill slopes are covered by Fe rich fertile red or black soil that grades to black cotton soil on the far south of the hills. The property area is drained at its midway by the Mtakuja stream, which flows northwesterly into swamps near Nungwe Bay at the Lake Victoria. The climate is tropically humid with two major seasons, a wet season that starts from November to May and a dry season the remainder of the year. The wet season’s maximum rainfall is between March and April. To date, weather has not affected exploration progress.
Map 6: Geita Property location and major roads
Map 7: Topographical map of the Geita property
Map 8: Geology and Location Map of PL2806/2004
History
The Geita area has been the most productive gold area in Tanzania with nearly a continuous history of mining activity from 1932 to the present. To the northwest at Samena Hill, prospecting and exploration dates back to the 1930s when the search for gold lead to the discovery of a massive sulphide deposit.
In 1961, the Geological Survey of Tanganyika carried out geophysical surveys and drilling programs. A number of boreholes contained some anomalous base metals but only small amounts of gold.
In 1994, Cluff Resources (UK based company) acquired ground east and west of Geita including the Old Geita mines and surrounding prospects. Cluff conducted exploration work at Lone Cone, Samena, Nyamonge and Prospect 30. Significant discoveries were made in 1996 when Cluff was acquired by Ashanti Gold. Ashanti continued exploration work and discovered additional high grade mineralized zones at Nyankanga west of Lone Cone. Later in 1997, Samax Resources acquired properties to the north and northeast of Geita Hill (Old Geita mine) at the location called Kukuluma and Matandani. Presently AngloGold-Ashanti owns the Geita Gold mine.
The Geita Gold Mine is subdivided by northwest trending deformation corridors separated into three distinct sub-terrains, which have been named Nyamulilima in the west, Nyankanga-Geita in the central and Kukuluma to the northeast. The Nyankanga block is situated on the southern limb of a west plunging synform with a west-northwest trending axial plane. The mineralized zone extends more than a kilometer to the northeast, and to a depth of at least 150 meters.
The Kukuluma trend comprises five deposits within a five kilometer long east-southeast mineralized trend that cuts obliquely across northwest trending horseshoe ridges. The deposits are located six kilometers northeast of Nyankanga Block. The mineralization is open at depth. Grades and widths indicate an underground mine might be possible at a future time.
At Samena Hill prospecting and exploration activities are recorded back to the 1930’s. Several companies and individuals combed the area looking for gold without success. The discovery of the massive sulphides was rather accidental and the discoverers thought that in the end, the sulphides would lead them to a gold deposit.
Within the validity of the current license, investigations have been limited to a remote sensing analysis, geophysical surveys (ground magnetic and induced polarisation surveys), and sub-surface sampling by means of reverse circulation drilling. Both the remote sensing analysis and the ground magnetic surveys indicated the presence of structures, which, in association with the known regional geology, could be favourable for the emplacement of gold mineralisation. Interpretation of the IP survey results suggested the presence of sulphides which were reflected in the reverse circulation drill cuttings. Isolated anomalous gold mineralization was confirmed by the assay results from the drilling.
The work described briefly above has shown the geological environment to be favorable for the presence of gold mineralization. The additional work necessary to prove this further includes geochemical soil sampling, pitting/trenching of geochemical anomalies and infill reverse circulation drilling.
Musoma Bunda Murangi Gold Project
The Musoma Bunda Murangi Gold Project is comprised of three Prospecting Licenses (PLs) (see Table 1 and Map 10) that are located on the eastern side of Lake Victoria. All three licenses lie within the Musoma-Mara Greenstone belt.
The Company owns the mineral rights over the Kinyambwiga, Murangi and Suguti Projects. The licenses, which lie in and to the south of the Musoma - Mara Greenstone Belt, cover a combined area of 155.74 square kilometres in the northeast of the United Republic of Tanzania, East Africa, close to the southeast shore of Lake Victoria.
Musoma, located 30 kilometres north of the Suguti license, is the main commercial centre of Mara Region. The town of Bunda, located on the main Mwanza - Musoma paved highway, is 18 kilometres to the east of the Kinyambwiga license.
The Company, under its subsidiary company Kilimanjaro Mining Company Limited, acquired the licenses from Geo Can Resources Limited (Geo Can) in May 2009. Exploration work undertaken in the Kinyambwiga Project area prior to the acquisition of Geo Can comprised remote sensing, regolith mapping, ground magnetic surveys and drilling. No exploration had been undertaken in either the Suguti or Murangi licenses at that time. Since acquiring the properties we have, up to September 2010, spent over US$259,500 on exploration. In the Kinyambwiga Project area work undertaken includes geochemical soil sampling, Gradient Array IP surveys, Schlumberger VES target profiling, two trenching programs and a RC borehole campaign in which 2,427 metres of drilling was completed in 2010. Ground magnetometer surveys have recently been completed across the Suguti and Murangi Prospecting Licenses.
Location and Access
The three prospecting licenses (Table 1) lie to the west of the main Mwanza-Musoma tar road in the Musoma District (see Map 19). The licenses are located some 30 to 60km south of Musoma, the major town in the district. Access to the individual licenses is via all weather dirt roads that connect to the various villages within the license areas. The three licenses are commonly referred to by the following names:
Kinyambwiga project (PL 4653/2007) and 24 Primary Mining licenses(PMLs)
Murangi project (PL 4511/2007)
Suguti project (PL3966/2006)
Physiography, Climate, Vegetation and Water
The area is typically flat lying and is covered by grass and scattered woodland. Black cotton soils (mbuga) cover the entire area. The Mohoji and the Serengeti Plains lie to the south and south east of the area respectively. Perennial streams bisect the mbuga landscape and drain into Lake Victoria. The climate is tropically humid with an alternative wet (March to April) and dry season (from October to December).
History
Regional exploration has been carried out in the Musoma District from the 1920s. Geosurvey International undertook an aeromagnetic survey across the region during 1976-77. Barth compiled a geological map of the Lake Victoria Goldfields on a 1:1,000,000 scale in 1990. Exploration and exploitation of gold in the Musoma-Mara Greenstone belt commenced in the 1920’s. Mining occurred during the colonial times at Buhemba and Kiabakari, located east of the Musoma Bunda license area.
Various international companies have worked on parts of the licenses since the mid-1990s and have largely concentrated around artisanal sites. Known artisanal workings occur on both the Kinyambwiga and Suguti projects.
All artisanal sites are licensed as Primary Mining Licenses (PMLs) to Tanzanian Nationals. All 24 PMLs on the Kinyambwiga prospecting license have been purchased outright by Geo Can Resources Company Limited (Geo Can) and are titled in the name of a common director of Geo Can and Lake Victoria Mining Company, Inc..
Regional Geology
The area is largely underlain by the Archaean Nyanzian Supergroup suite of granitic rocks (the Musoma Series). These have been uncomformably overlain by metavolcanic rocks of the Kavirondian System. Most of the documented gold occurrences in the Musoma-Mara region lie within the Nyanzian formation. The greenstone belt extends for over 180 km from the shores of Lake Victoria in the west to the Serengeti National Park in the east.
Shear-hosted, gold bearing quartz veins, often striking NNE-SSW are typically present within the greenstone rocks. A crosscutting northwest - southeast structural fabric is present.
Kinyambwiga project
On April 2, 2009 we completed an “Option to Purchase Prospecting Licenses Agreement” with Geo Can for PL4653/2007. Subsequently, on May 5, 2009 through a Property Purchase Agreement between our wholly owned subsidiary Kilimanjaro Mining Company and Geo Can we acquired a 100% interest in the “Property” totaling 30.89 square kilometers in quandrangle QDS23/1. The Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza in northern Tanzania, in the Precambian Musoma-Mara greenstone belt of northern Tanzania, East Africa (Map 9).
Distance from the nearest town of Bunda to the project is approximately 18 kilometers. Access from Bunda is over dirt roads through Guta Village; four wheel drive vehicles are required during the rainy season. The nearest airport is in Musoma. However, the airport in Mwanza is preferred which has regularly scheduled flights, and is connected to Bunda with a major paved highway. The distance from Mwanza to Bunda is approximately 190 kilometers.
Map 9: Musoma-Bunda Gold Project Location Map includes Kinyambwiga Project PL4653
The geology at Kinyambwiga consists of granites, northwest trending mafic dykes and northeast trending gold bearing quartz veins. The granites generally fall into two main categories: syn- and post-Nyanzian ages, the mafic dykes have moderate to strong magnetic properties, and the quartz veins follow consistent, through-going fault structures and have near vertical dips.
Shallow, small scale artisanal gold mining has intermittently exposed the veins over approximately 300 to 400 meters and to an estimated depth of about 15 meters. Exploration by Lake Victoria has focused on defining the locations and gold grades of multiple veins.
Kinyambwiga has two main areas of exploration interest: a northern zone with “alluvial” gold deposits and a southern zone of significant hard rock artisanal mining activity. From June 1, 2009 to date rock sampling, geologic mapping, a detailed ground magnetic survey, and a major trenching and sampling program has extended and projected the known vein system to the northeast for at least 1,000 meters. This detailed exploration program was designed to refine and extend results from the 2008 RC (1,300 meter) and RAB (6,000 meter) drilling program.
The 2009, detailed magnetic survey consists of 62 north-south lines of 2.3 kilometers long and spaced 50 meters apart; 143 line kilometers were surveyed using Company owned, state-of-the-art GPS equipped magnetometers. Interpretation of the detailed ground magnetic survey highlights the structural shift from east-northeast to a more northeast direction. From the artisanal workings, the vein-magnetic pattern extends both to the northeast and to the southwest, which suggests the quartz veins may have a length greater than one kilometer (see Map 9).
Also NW trending fault is predominant and mostly associated with dolerite dykes. During the 2009 trenching program, 54 trenches excavated and detailed samples were collected from quartz veins exposed in 37 of the trenches. The trenching and sampling program covered a strike length of about one kilometer. Gold assay results including those from trenching in 2008 appear to have defined about a 1,000 meter long mineralized zone with approximate vein grades of 3.96 grams per metric ton; much more work is required to confirm these results and to determine whether Kinyambwiga will contain a commercial ore body. At this date, Kinyambwiga does not contain a mineralized ore body.
Exploration Strategy
During this reporing period, exploration work has largely been focused on the Kinyambwiga license (PL4653/2007). Ground magnetic surveys, undertaken in-house, have recently been concluded across the Suguti (PL 3966/2006) and Murangi (PL 4511/2007) licenses. No record of previous exploration on either of these two licenses is currently known.
Kinyambwiga PL4653/2007- Kunanga 1, 2 and 3 prospects
Exploration conducted since June 2010 was focused at extending the strike length of the prospect by undertaking:
Gridding and Regolith Mapping over the entire license area.
A geophysical gradient induced polarization (IP) survey, along 200 meter spaced north south traverses across the entire prospecting license, that commenced in June, and that has been completed. A total of 72 line-kilometers have been surveyed, covering an area of approximately 30 square kilometers.
Follow-up detailed Schlumberger geophysical profiling across the Kunanga Prospects, located in the northeast part of the Kinyambwiga license, has been completed. A total of 17 north-south traverses of 300 to 400 meters in length has been undertaken on three target areas within the Kunanga Prospect.
Detailed mapping of the Kunanga Prospect on 1:2000 scale has been completed.
Kunanga 1
Previous trenching at the Kunanga Prospect outlined the existence of at least five, shear hosted, narrow gold bearing quartz veins. These veins, which trend east-northeast and west-southwest, have been partly exposed by artisanal mining along a strike length of about 300 meters. The latest phase of trenching involved re-opening of a number of the previously in-filled trenches as well as excavating a number of new trenches.
A total of 21 trenches of which 254 meters and 382 meters of new and re-opened trenches respectively, were excavated.
Results have established the existence of at least 2 main shear hosted, narrow gold bearing quartz veins that “pinch and swell” along a known strike length of 350 meters. These veins are spaced approximately 15 to 20 meters apart.
Geophysics
Follow-up geophysical surveying, using the Schlumberger geophysical profiling method, along north-south traverses across the exposed quartz vein was undertaken to secure a geophysical signature of the structure. The survey was then extended out along strike of the quartz veins with the aim of tracing the structure beneath the soil covered plain.
Drilling
Drilling, totaling 1263 meters, at Kanunga 1 Prospect was focused at following the strike extensions of the known mineralized quartz veins for some 200 meters to the east and west respectively as well as testing the depth extension at the edge of the known mineralized zones which previous drilling had delineated.
Map 10: Drilling grid showing borehole collar positions for both Phase 1 and Phase 2
Positioning of the collars were in part assisted by the results of the Schlumberger IP profiling which revealed chargeability anomalies in the expected position of the pyritised quartz veins/shear structures.
Drilling results on the eastern side of Kanunga 1 Prospect traced the strike extent of the two known mineralized quartz veins for some 200 meters to the east. Two boreholes drilled along the easternmost fence (Section 581700E) failed to intersect the quartz veins possibly suggesting that the quartz veins pinch out at this position.
Drilling to test the down-dip extension of the quartz vein along the eastern edge of the prospect, intersected the southern lens, represented by a 2 meter quartz vein having a grade of 3.34g/t gold at a depth of 80 meters below surface.
Drilling on the western side of the prospect traced the two mineralized quartz veins along Section 581060E. Although the northern vein continues towards the west on the neighboring section, the southern vein appears to pinch out. An additional quartz vein of marginal grade occurs some 40 meters to the south which has been traced for a strike length of 80 meters.
Drilling has delineated 700 meters of strike length of semi-discontinuous two narrow gold bearing, en echelon quartz veins hosted within sheared granitic rocks. The full potential of the occurrence has yet to be evaluated.
A Schlumberger IP target situated some 100 meters north of the main quartz vein (Map 10) was also tested by one borehole which intercepted at least 3 anomalous zones down hole with the best intersection returning 1.78 g/t gold over 1 meter.
Kunanga 2
Located some 500 meters north of the artisanal workings of Kunanga 1, this target is comprised of a single artisanal shaft of +20 meters deep that lies along a northeast-southwest trending IP anomaly. Quartz float was observed in the cultivated field some 500 meters along strike to the northeast from the artisanal shaft.
Schlumberger geophysical profiling revealed a distinct chargeability anomaly from the area of quartz float on the eastern side of the prospect.
Although a single north-south trench of 100 meters in length was undertaken across the field, a 4 meter zone of shearing striking 075o , and in which interfoliated thin quartz veins occur within weathered granite, was noted midway in the trench. However, the results of the 2 meter composite samples did not reflect any gold anomaly.
Drilling
Two boreholes spaced 80 meters apart were drilled to test the ENE-WSW trending, 1 meter wide, sub- vertical quartz vein exposed in the 25 meter deep shaft on the western side of Kanunga 2 Prospect. Although both holes did intersect a 1 meter oxidized zone of increased quartz veining within the granite, no gold mineralization was reflected in the assay results.
Two “scissor” Reverse Circulation boreholes were drilled to further test the area beneath the trench, located some 500 meters to the east of the shaft. The hole KNRC 0033 collared to the south of the quartz float intersected a number of anomalous zones down-hole of >0.44ppm over 1 meter.
Kunanga 3
Located 1000 meters north from Kunanga 1, is an area of 200 meters by 100 meters of artisanal surface workings.
Previous reverse circulation drilling on the northern side of the workings failed to encounter any significant mineralisation. However a single RAB hole drilled in the central to southern part of the artisanal workings returned 2.06 g/t gold over 9 meters.
Schlumberger profiling suggests that the area lies at the intersection of an east-northeast and north-west structure, similar to the IP pattern observed at Kunanga 1.
Drilling, totaling 866 meters, did not discover the source of the abundant surface quartz which mark the artisanal site. The two “scissor holes” drilled to test the anomalous RAB hole (KNRAB-246) returned only anomalous intercepts of 100 ppb gold.
However, a borehole collared immediately west of the artisanal site intersected a wide anomalous zone of 290 ppb gold over 25 meters (including 1.03 g/t gold over 1 meter) across the interpolated ENE and NW IP trend. Minor surface quartz is noted some 75 meters further west and previous trenching (KTRM) did encounter anomalous mineralization. The area requires follow-up investigation as the possible source of gold anomaly at the artisanal site.
Drilling program
The 2427 meter Reverse Circulation drill program was completed at all 3 prospects by early December 2010. Sampling of the drill samples was monitored and supervised by the onsite Qualified Person* according to best practices acceptable by industry standards. A total of 571 samples, including 122 quality control samples comprised of Blanks, Commercial Standards and duplicates. Analytical work was carried out at the independent SGS Laboratories in Mwanza, Tanzania. The drill samples were subject to full sample preparation followed by a 50 gram fire assay with an AA finish. Blanks (5%), commercial standards (5%) and duplicates (5%) were used in each sample batch of 20 samples to monitor laboratory performance during the analysis. By 31 December, all drill assay results had been received.
Samples that returned grades >5g/t gold were re-assayed by gravimetric analysis in order to compare results and determine whether this would be a more accurate measure of assaying samples that contained abundant visible and nugget gold. Sample duplicates were used for the analysis since insufficient pulps from the original prepared samples were available. Results of both analyses together with the visual pan results are given in Table 5.
Table 5: Comparative study between Fire Assay and Gravimetric analysis for samples that assay > 5g/t gold
(1=trace to =
50gm FA Gravimetric Intensity intense)
HOLE_ID FROM TO INT New
SANO SANO AU_PPM AU_PPM PYRITE MAG ARSPY VG_COUNT
KNRC0023 A03620 A03620 19.40 17.30 0.5
KNRC0027 A03708 A03708 16.50 16.90
KNRC0023 A03621 A03621 15.60 15.40
<100
KNRC0026 A03681 A03681 11.00 9.30
KNRC0029 A03785 A03785 10.50 10.10
KNRC0026 A03682 A03682 9.76 8.70
KNRC0028 A03748 A03748 5.49 5.90
Mean 12.61 11.94
Correlation 0.98
A good correlation exists between both the Fire assay and gravimetric analysis (correlation 0.98) . Although the population is small, the general trend appears that the gravimetric analysis returned 5% lower values than the average Fire assay values.
Sample Collection: Samples were collected every meter. Each sample was homogenised as well as reduced in size by passing the sample through a 3-way splitter. The smaller fraction was further split using a Gilson splitter to a 1.200 -kilogram size sample. The reject was sealed and packed into rice sacks for storage at the Bunda field office. Contamination at both splitters was reduced by brushing or blowing compressed air after each sample run. Composite samples were prepared based on the results of the panned sample at site. Where no visible pyrite or gold was noted in the pan, a 5-meter sample interval was composited by equal weight. A 200-gram representative sample was collected and weighed from each 1-meter sample by using a plastic scoop. This procedure was done for each 1-meter consecutive sample across a 5-meter interval in order to obtain a 1-kilogram representative sample, which was then submitted for analysis. Where visible sulphides, gold or zones of intense oxidation and increased silicification are present, the sample interval remained at 1 meter.
Each hole drilled was sampled from the collar to the end of the hole. However, where the upper 2 meters consisted of black cotton soil (“mbuga”), no sample was collected for analysis.
Composite sampling across barren intercepts, devoid of sulphide or gold mineralisation, was done to save costs on assaying as well as to reduce the number of samples having to be transported to the Laboratory. Should any 5 meter sample return a grade of >1ppm gold, the interval would have been re-sampled on 1 meter intervals and re-submitted for analysis. This exercise was not undertaken since none of the composites assays returned values >1 ppm.
Table 6: Summary of Reverse Circulation drill results from the Kanunga 1 Prospect-Phase 2 drilling
* Datum Arc 1960
Notes:
*34.286 grams of gold/metric tonne = 1 Troy ounce of gold/short ton;
*g/t = grams/metric ton; Au is the chemical symbol for gold.
*The mineralized interval represents the drill hole intercept and is not the true horizontal width of the mineralized structure.
*Qualified Person: CHM King, registered with the South African Council of Natural Scientific Professions (Pr.Sci.Nat Reg. No. 400065/09) has over 30 years experience in base and precious metal exploration.
Past exploration has included a detailed ground magnetic survey over the artisanal sites and environs in the northeast part of the license. Rotary Air Blast (RAB) drilling (377 boreholes) totaling 7418 meters has been completed across ground magnetic targets in the northeastern part of the license. Reversed circulation (RC) drilling (21 boreholes) totaling 1543 meters focused on testing the two main artisanal sites on the license. This coupled with trenching has delineated a 400-meter long shear zone containing a number of narrow gold bearing quartz veins distributed over a surface width of 100 meters. Best borehole grades returned 20.9g/t Au over 2 meters and 5.14 g/t Au over 8 meters.
Exploration at Kinyamwiga has largely been centered around the Kanunga 1 Prospect where the strike extension of the known gold bearing quartz vein beneath the “mbuga” cover is being explored. The following geophysical techniques have been applied:
VLF Survey.
The Company rented an EM16-16R VLF instrument from Geonics, Ontario, Canada with on site TX27 transmitter to test the suitablility of using this instrument to detect the subsurface extension along strike to the NE and SW of the Kanunga 1 Quartz Vein set.
An orientation survey was initially set up in which a number of traverses across the exposed quartz vein at Kanunga 1 were undertaken. Unfortunately, the instrument malfunctioned and after numerous tests to try to get it to work correctly, the survey was abandoned and the instrument returned to Canada.
IP Schlumberger VES N-S selected profiles are currently in progress along the Kanunga 1, NE -SW mineralizing structure. A total of 18 profiles are planned.
The results of the Schlumberger survey will assist in the planning of a follow-up RAB/RC drilling program planned later in the year in order to increase the resource potential of Kanunga 1. Investigation of a number of soil anomalies, outlined during the 2009 soil sampling program, that lie along a 1.5 kilometer zone to the E and W of the Kanunga 1 Prospect is planned. This will involve infill soil sampling/pitting/trenching.
Suguti (PL3966) and Murangi (PL4511)
Both the Suguti and Murangi projects are at “grass roots” level. The extensive “mbuga” cover makes exploration exceedingly difficult. Recent ground magnetometer surveys have indicated the persistence of the important NE-SW fracture trends, coupled with the cross-cutting NW-SE lineaments/dykes, the intersections of which are known to be a controlling influence for gold mineralization in the Lake Victoria Gold Belt Based on this structural model, follow-up exploration with emphasis on the structurally potential areas outlined is expected to entail:
(i)
Gradient Array IP surveys across the licenses including the thick “mbuga” deposits overlying the Suguti Fault Zone, in order to refine the structural signature and to identify any chargeability anomalies associated with pyrite-gold mineralization.
(ii)
Select Schlumberger profiles to be planned on the results of the Gradient array survey.
(iii)
VLF profiles, utilizing on site transmitter, to be conducted across coincident ground magnetic and IP targets.
(iv)
Mapping of surface outcrop, float, cultural effects and the distribution of red-soil (overlying greenstone rocks) versus “mbuga”.
(v)
Soil sampling across non-mbuga areas on an initial 400 meter x 50 meter grid with later infilling on 200 meter spaced lines depending upon results of the first phase of the program.
(vi)
Termite sampling and panning of all “intermediate” size termite mounds.
(vii)
Rock sampling of interesting rock outcrops exhibiting iron alteration wherever possible. Similar, selective rock sampling of the BIF in the southern part of Suguti license is to be undertaken.
(viii)
Follow-up pitting and trenching on any significant anomalies outlined from the above program.
(ix)
Phase 1 drilling - a 2000 meter Rotary Air Blast (RAB) drilling program and/or auger program is planned pending the discover of an encouraging geochemical anomaly(s) on each of the licenses:
A total of 544 samples have been collected from the Suguti project of which includes 26 Blank samples (Table 7).
Table 7: Statistical summary of soil sample results collected at Suguti PL
Range (ppb Au) Samples Blanks Outstanding assays
<10
10-20
20-30
30-40
40-50
>50
Total
Over 71% of the soil results returned <10ppb gold with the remainder falling between 10 to 50ppb gold. A single, maximum soil value of 160ppb Au was reported and has yet to be verified in the field.
Regolith mapping has been completed across the entire Suguti license. The license is transected by the major NW-SE trending Suguti Fault which has formed a topographic depression that has subsequently been infilled by a thick deposit of “mbuga” that covers an area of some 25 square kilometers and constitutes 34% of the license. The area becomes totally waterlogged during the wet season and is used for growing rice. Exposure is limited to minor rock out crops on the northern side of the Suguti Shear. To the south, well exposed ridges of Banded Iron Formation and Basalt form a topographic high, rising some 300m above the general land surface.
Continued exploration on the Suguti and Murangi Licenses is to include:
(x)
Processing the IP gradient array survey with the aim to refine the underlying structure of the greenstone rocks as well as identify any chargeability anomalies associated with pyrite-gold mineralization.
(xi)
Select Schlumberger profiles to be planned on the results of the Gradient array survey.
(xii)
Termite sampling and panning of all “intermediate” size termite mounds.
(xiii)
Rock sampling of interesting rock outcrops exhibiting iron alteration wherever possible. Similar, selective rock sampling of the BIF in the southern part of Suguti License is to be undertaken.
(xiv)
Follow-up pitting and trenching on any significant anomalies outlined from the above program
(xv)
Phase 1 drilling - a 2000 meter Rotary Air Blast (RAB) drilling program and/or auger program is planned pending the discover of an encouraging geochemical anomaly(s) on each of the licenses:
The Company has recently completed a Technical report in compliance with National Instrument 43-101 of the Canadian Securities Administrators (NI 43-101) and the Guidelines given in Form 43-101F1 and includes all work undertaken on the Kinyambwiga-Suguti-Murangi Gold Project up to and including the last round of Reverse Circulation drilling undertaken in the later part of 2010.
Singida Gold Project
Company personnel first visited the Singida project area during March, 2009 and became aware of the high level of artisanal (small scale) gold mining that was being conducted along an estimated five (5) kilometer mineralized zone. Subsequently, 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 July 13, 2011, this director has entered into several different Mineral Properties Sales and Purchase agreements with multiple PML owners that hold title to the licenses along the mineralized zone at the Singida project area. Twenty-three (23) PML agreements were executed for an outright purchase of the PMLs and they have been completed. These twenty-three PMLs have been 100% acquired by this director in behalf of the Company. The Company also has option agreements to acquire an additional thirty-seven (37) PMLs within a targeted area at the Singida project. Under the terms of all the agreements, if we complete all sixty (60) of the various agreements, that when combined form the Singida project area, then our total purchase consideration will be approximately $6,432,930 (TZS9,896,816,657) by February, 2013.
At the option of the Company, we may relinquish any PML at any time during the agreement and transfer the title back to the original owner. Also, 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 and paid on a pro rata basis determined by the total final number of PMLs involved in a special mining license.
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 instalment 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 instalment 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.
As of March 31, 2011, under the terms of the mineral properties sales and purchase agreements the Company has completed initial option payments in the amount of $1,707,810. Pursuant to the original agreement and the subsequent four addendums, the Company will pay approximately $646,030 on August 9, 2011 and the Company will pay approximately $419,100 on January 23, 2013 and $3,828,000 on February 24, 2013.
On May 6, 2011, the Company entered into a joint venture agreement with Otterburn Ventures Inc. (“Otterburn”). The Letter of Intent set out a proposal by Otterburn to acquire up to an undivided 70% interest in the Singida project.
Summary
The Singida Gold Project is located in central Tanzania about 600 kilometers south of Mwanza and approximately 90 kilometers south-southeast of the Regional government and commercial town center of Singida. The gold fields of interest were discovered in 2004 by a local farmer, and the location is now an active small scale artisanal mine site that appears ideal for larger scale mechanized mining.
Access from the town of Singida to the project is south over the main paved road to the village of Ikungi, and then easterly over an all-weather gravel road for a distance of about 70 kilometers to the village of Londoni. During the wet season, access within the project area requires 4WD vehicles.
The property covers an area of about 6 square kilometers in QDS (Quadrangle) number 123/3 for Londoni Village.
More than 200 small scale mine shafts are estimated present along a shear zone vein system that is at least five kilometers long. This mining activity lies along well defined, northwest-southeast trending silicified vein and shear zone structures that are in Precambrian Archean greenstone metavolcanic rocks. The shafts appear to average about 50 meters deep.
We began working in the area following an initial field visit by company personnel in March, 2009. Work conducted on the project during 2009 includes: geologic mapping, detailed ground magnetic and electrical induced polarization (I.P.) geophysical surveying, mine dump sampling, tailing sampling and sampling of thirty-six underground mine shafts and mine workings.
Detailed ground magnetic surveying consists of traverses totaling over 630 line kilometers, and over 50 line kilometers of IP surveying. Detailed geological mapping, magnetometer and IP surveying have defined a 5 kilometer long northwest-southeast trending mineralized sheared zone that contains a system of sub-parallel quartz veins known to carry important amounts of gold. A total of 184 underground samples, 2,478 tailings samples, and 5,545 mine dump samples were sent to SGS or HUMAC laboratories in Mwanza for gold assaying.
Assays for the 184 underground mine samples averaged 7.11 g/t; the highest grade being 140g/t.
During this reporting period, 2010 through 2011, we have completed: additional soil sampling for gold and arsenic, detailed mapping of geology and small scale workings, identified five drill targets (Sambaru 1-5), Phase 1 Reverse Circulation (RC) drilling August, 2010 of 6420 meters, Phase 2 Reverse Circulation (RC) drilling March, 2011 of 9023 meters and completion of a Technical report in compliance with National Instrument 43-101 of the Canadian Securities Administrators (NI 43-101) and the Guidelines given in Form 43-101F1 that includes all work undertaken on the Singida-Londoni Gold Project up to and including Phase 1 drilling program.
No Reserves or Resources are present at this time.
Property Description and Location
The Singida project is located in central Tanzania about 90 kilometers south-southeast of the town of Singida (Map 11).
Map 11: Singida Gold Project Location Map, Tanzania (PMLs held are shown in green)
Accessibility, Climate, Local Resources, Infrastructure and Physiography
The Singida Gold Project is located in central Tanzania about 600 kilometers south of Mwanza and approximately 90 kilometers south-southeast of the Regional government and commercial town center of Singida.
The town of Singida has a population of approximately 75,000 people and a well-developed social and commercial infrastructure that includes transportation, telecommunications, educational institutes, hospitals, hotels, and recreational facilities.
The project area is hilly, covered with reddish iron rich soils, thorn bushes, grasses and small trees. Some small family farms are present and corn is the main crop. The climate in the area is tropically humid with two distinct seasons; a rainy season from November to May and a dry season from June to October. Day time temperatures in the dry season vary from 22-32ºC. The region can experience strong winds; climatic conditions are not expected to unduly restrict exploration programs.
History
The Singida area was included in a countrywide airborne magnetic and radiometric survey undertaken by Geosurvey International between 1976 and 1979.
Geological Setting
The Singida project lies within the East African Archean craton. The Archaean craton in Tanzania consists largely of granites and related belts of volcanic and sedimentary greenstone rocks. The greenstone belts contain clastic debris of older granitic and gneissic basement rocks that locally abut against the older gneiss belts. The Archaean granites and greenstone belts are bordered on the west by a younger Proterozoic age Ubendian mobile belt. This Ubendian belt contains meta-sedimentary units not present in the Archaean, but that are considered to be metamorphosed relics of the Archaean sequences. The Ubendian rocks have undergone high-grade metamorphism and strong deformation. On the east, the Archaean block is bordered by the Neoproterozoic Mozambique mobile belt (Usagaran). The rocks of these belts include marbles and graphitic schists, gneisses and some high-grade granulites.
At the close of the Proterozoic, the entire region was effectively peneplained and buried by continental clastic sediments of the Bukoban System. Abundant mafic dikes cut this sequence and appear to have been nearly contemporaneous with sedimentation. Most of the Bukoban rocks have now been eroded, but a major outlier remains in northwestern Tanzania.
During the Mesozoic, clastic sediments of the Karoo Series were deposited in rift basins throughout eastern Tanzania. The oldest Karoo sequences are cut by a wide range of alkaline intrusives, including carbonatites, kimberlites and alkaline syenites. Tertiary sediments and volcanics overlie an erosion surface at the top of the Mesozoic. Subsequent formation of the Cenozoic rift valleys with their attendant sedimentation and alkalic volcanism has covered the Archaean and Proterozoic rocks in some areas and, at Singida, iron rich soils have formed over the underlying greenstone rocks.
Regional Geology
The regional geology at Singida consists of Archean age porphyroblastic biotite granites and relatively minor amounts of greenstone rocks. The granitic terrain is similar to that found at Barrick’s large Buzwagi mine near the town of Kahama. At Singida, greenstone rocks hosting the gold mineralization are characterized by mafic volcanics, subordinate felsic volcanics and clastic sediments. These rocks have experienced multiple periods of deformation.
Property Geology
Associated with the mafic greenstone host rocks are sheared, fine to medium grained mafic dikes, a sheared mafic porphyry and gold bearing quartz veins. Ore minerals reported include native gold, pyrite, arsenopyrite, pyrrhotite and traces of chalcopyrite. Alteration and gangue minerals include hematite, silica, goethite, sericite, chlorite and limonite. Weathering and oxidation levels are believed to generally be between 15 and 20 meters deep. The project area is covered by reddish iron rich soils that are often 3 to 4 meters thick. Geologic mapping was conducted at a scale of 1:5,000 (Map 12).
Map 12: Geological Map of Primary Mining Licenses (PML’s) at the Singida Project
The mineralized quartz vein system trends northwest-southeast with a general strike of about 310 degrees; vein dips are near vertical at about 800 NE. Multiple sub-parallel quartz veins are present along the five kilometer strike length.
Deposit Types
Gold ores at Singida are associated with structurally controlled shear zone hosted quartz veins in mafic greenstone host rocks and with pyrite, arsenopyrite, pyrrhotite and traces of chalcopyrite. The combination of elevated gold values, five kilometers of quartz veining in northwest-southeast trending fracture zones, cross cutting dikes and deformed greenstone rocks makes Singida a very attractive gold exploration project.
Mineralization
Exploration at Singida has identified a five kilometer long strike length of quartz veins hosted in greenstone volcanic rocks. Artisanal mining is very active in the area,
Artisanal or small scale mining is from vertical mine shafts that have an average depth of about 50 meters, and based on safety conditions, Company geologists and technicians were able to enter and sample 36 of an estimated 200 small scale mine shafts. A total of 184 samples were collected from the underground workings, and each sample weight was two kilograms. The samples were assayed at the SGS laboratory in Mwanza. In general, elevated gold values in the quartz veins are reported to correlate with stronger fracturing, more limonite and higher silicification. The higher gold values also tend to be associated with disseminated pyrite.
Exploration by the Company began in early June 2009 and has continued until the time of this filing in July, 2011.
Mineral Processing and Metallurgical Testing
We collected Singida artisanal mine tailings for gold recovery testing. The recovery tests were conducted at the Resource Development Laboratory, Golden Colorado. The tailing samples assayed 4.65 grams per metric ton gold, and bottle roll leaching tests, after: 6 hours resulted in 74.9 percent gold recovery; 24 hours resulted 81.9 percent extraction; and 48 hours yielded 86.6 percent recovery.
Mineral Resource and Mineral Reserve Estimates
No Reserves or Resources are present at this time.
Exploration 2010-2011
During June 2010, a soil sampling survey was completed across the Singida-Londoni license area in which 534 samples, including 28 quality control blank samples, were collected and submitted to the SGS Laboratory, Mwanza for gold and arsenic determination by Aqua Regia. Samples were collected on 400 meter spaced north-south grid lines at intervals of 50 meters and at a depth of 30 centimeters. Additional detailed mapping of the geology and locations of the artisanal workings was also carried out on a scale of 1:2000.
The soil sample results, besides indicating areas of known artisanal mining, have formed broad, gold-in-soil anomalies. These gold anomalies occur over the areas from which previous electrically induced polarization (IP) geophysical profiling had identified a number of underground resistive bodies, believed to represent gold-bearing quartz veins beneath the surface. Five gold targets were developed, and are referred to as Sambaru 1 to 5, that seem to have surface strike lengths varying between 200 to 600 meters. In addition to assaying for gold, all of the soil samples were tested for arsenic. Arsenic in soil samples can often be a "pathfinder" element for gold when gold itself is not measurably present at surface. In addition to identifying the five targets, the compiled assay results also defined a large arsenic anomaly that is located within the central to northwestern part of the license area and encompasses the Sambaru 4 target, decreasing in intensity towards Sambaru 5 in the northwest corner of the license. Noteworthy is that four IP profile lines, undertaken across the recently identified arsenic anomaly, indicated at least 8 sub-surface, resistive bodies, thought to be gold-bearing quartz veins, across a surface width of 350 meters.
Mapping of the location of the artisanal shafts within these target areas suggests that mining was undertaken on a number of narrow sub-outcropping gold veins across a surface width of up to 50 meters. However, IP geophysical profiling suggests that these veins may extend further to the northeast beneath the surface cover.
Detailed mapping of the regolith, topography and soils formed an integral part of the program in order to understand the value of the soil results.
In August, 2010 we commenced a reverse circulation drill program, amounting to 6420 meters across the five Sambaru targetsat the Singida-Londoni gold project that was completed in late October 2010. Sampling of the drill samples was monitored and supervised by the on site Qualified Person* according to best practices acceptable by industry standards. A total of 3040 samples, including 448 quality control samples comprised of Blanks, Commercial Standards and duplicates. Analytical work was carried out at the independent SGS Laboratories in Mwanza, Tanzania. The drill samples were subject to full sample preparation followed by a 50 gram fire assay with an AA finish. Blanks (5%), commercial standards (5%) and duplicates (5%) were used in each sample batch of 20 samples to monitor laboratory performance during the analysis. By November, 2010 results had been received.
Samples that returned grades >5g/t Au were re-assayed by gravimetric analysis in order to compare results and determine whether this would be a more accurate measure of assaying samples that contained abundant visible and nugget gold. Sample duplicates were used for the analysis since insufficient pulps from the original prepared samples were available. Results of both analyses together with the visual pan results are given in Table 8.
Table 8: Comparative study between Fire Assay and Gravimetric analysis for samples that assay > 5g/t gold
Results indicate that, other than the 2 samples shown highlighted in Table 2 that were completely out of line, the two data sets are very similar. This discrepancy may have been result of mistakenly switching the sample numbers around before the samples were re-submitted.
In comparing these two assay sets, once the two outlier values had been removed, it appears that the gravimetric results for the lower end values of between 5 g/t to 10 g/t gold tend to be slightly higher (5.6%) than the corresponding results from the Fire assay values. However, in the higher values >.10g/t gold the reverse seems to the case with gravimetric results being 8% lower on average.
Although the data set is small, both sets of data average out and correlate well. (correlation co-efficient of 0.98) .
Figure 1: Distribution of all assay values (excluding QA-QC) samples at the Singida-Londoni gold project
* This data set includes all 1 meter and 4 meter composite samples.
Composite sampling across barren intercepts, devoid of sulphide or gold mineralisation, was done to save costs on assaying as well as to reduce the number of samples having to be transported to the Laboratory. Any 4-meter composite sample that returned a gold grade of >1 ppm gold was re-sampled on 1-meter intervals. The 1-meter sample rejects stored at the camp were retrieved and the sample split using the Gilson splitter to a 1kilogram sample. This sample was then submitted to the lab for analysis. The results replaced the 4-meter composite sample in the database.
Drilling targeted the areas beneath 5 artisanal mining sites. Mineralisation is confined to narrow and discrete, vertical to sub-vertical shear zones with little wall rock alteration, other than magnetite being noted from the pan. Magnetite is often present in the wall rocks decreasing in abundance within zones of arsenopyrite mineralisation. The distribution of assay values is shown in Figure 1. The majority (94%) of all assay results returned values of <0.5ppm gold. Only results >0.5ppm have been reported in the Assay summary table (Table 9).
Sample Collection: Samples were collected every meter. Each sample was homogenised as well as reduced in size by passing the sample through a 3-way splitter. The smaller fraction was further split using a Gilson splitter to a 1.250 -kilogram size sample. The reject was sealed and packed into rice sacks for storage at the field camp. Contamination at both splitters was reduced by brushing or blowing compressed air after each sample run. Composite samples were prepared based on the results of the panned sample at site. Where no visible arsenopyrite or gold was noted in the pan, a 4-meter sample interval was composited by equal weight. A 250-gram representative sample was collected and weighed from each 1-meter sample by using a plastic scoop. This procedure was done for each 1-meter consecutive sample across a 4-meter interval in order to obtain a 1-kilogram representative sample, which was then submitted for analysis. Where visible sulphides, gold or zones of intense oxidation and increased silicification are present, the sample interval remained at 1 meter.
Each hole drilled was sampled from the collar to the end of the hole. However, where the upper 2 meters consisted of rock waste from the artisanal mining, no sample was collected for analysis.
Table 9: Summary of intersections at five Sambaru Prospects, Singida-Londoni gold project
Notes:
*34.286 grams of gold/metric tonne = 1 Troy ounce of gold/short ton; * g/t = grams/metric ton; Au is the chemical symbol for gold.
* The mineralized interval represents the drill hole intercept and is not the true horizontal width of the mineralized structure.
* Qualified Person: CHM King, registered with the South African Council of Natural Scientific Professions (Pr.Sci.Nat Reg. No. 400065/09) has over 30 years’ experience in base and precious metal exploration.
Sambaru 1
Results from Sambaru 1, located on the Singida Plains in the southeastern corner of the License, indicate that the main gold mineralization occurs as a single narrow quartz vein which has been targeted by the small scale miners. The best grade (7.43g/t gold over 1 meter) is associated with disseminated arsenopyrite within a massive porphyritic diorite which is intersected in the central part of the small scale mine workings. Although the vein appears to pinch out towards the east, drilling along the western fence indicates that it may continue out under the soil cover of the Singida Plain.
Sambaru 2
Results indicate that the main zone of gold mineralization occurs along Section 2020W, in the central part of the Sambaru 2 prospect. The gold mineralization is present within three vertical lenses in which significant amounts of arsenopyrite together with visible gold was reported from on site panning. Intercepts of 10 to 11 meters have returned gold grades of 3.60 g/t and 1.30 g/t gold across the two main lenses, whereas the third lens, located some 30 meters to the northeast intersected 6.81g/t gold over 8 meters. This lens, possibly representing a shallow sub-vertical mineralized zone, was not encountered in the borehole drilled 40 meters beneath the intercept.
The two main lenses have been intersected 80 meters to the southeast on Section 1940W at a depth of 60-80 meters below the surface. Grades of 3.09 g/t and 1.1g/t gold over 8 meters and 3 meters respectively are reported. The spatial position of these intercepts relative to the intersections encountered on Section 2020W suggests that the lenses plunge to the southwest.
Northwest of Section 2020W, the two main gold lenses appear to pinch out and only re-appear again 160 meters further to the northwest on Section 2180W where they narrow to 4 meter wide intercepts having gold grades of 2.97 g/t and 1.86 g/t.
Overall, the mineral lenses occur across a strike length of some 250 meters and although they appear to narrow, they are open to the northwest. However, drilling on 80 meter spaced sections to the southeast failed to encounter any significant mineralization beneath the 300 meter strike length of the 2 zones of small scale workings. This area was reported to consist of a number of discrete and oxidized shear zones and although mineralization was expected, the assay results reflect low gold values.
Sambaru 3
At Sambaru 3, at least four mineralized zones have been intercepted on one drill fence. These four zones have been partly traced to the corresponding drill fences over a strike length of about 160 meters. The two infill boreholes, drilled on either side of Section 2500W at the Sambaru 3 prospect area, returned corresponding gold grades to the observed panned samples. The borehole, collared 40 meters to the west of Section 2500W and drilled at an inclination of -50o to the southeast, intersected 2.71 g/t gold over 14 meters in the upper part of the hole. The 2nd borehole, collared east of Section 2500W, aimed at testing the interpolated south-westerly plunge of the mineral lens returned a number of 2 meter wide intercepts at a down-hole depth of 60 to 80 meters suggesting the possibility of a south-westerly plunging mineral shoot. Further drilling is required to explore the down-dip extension of this mineral zone.
Sambaru 4
At Sambaru 4, drill results from immediately west of the active artisanal mine area indicate that the main 2 to 4 meter wide artisanal mining zone averaging 2.41g/t Au has now been traced for some 120 meters along strike. This main zone appears to also be present along strike to the northwest at a distance of about 620 meters within the central part of Sambaru 4. Drilling has also traced two additional mineralized zones along a strike distance of about 160 meters. The best intersection of 37.30g/t Au over 1 meter was within in a 4 meter wide, massive arsenopyrite gold-bearing sulphide zone that averaged 13.91 g/t Au within the central Sambaru 4 target area.
A drill fence of 4 Reverse Circulation boreholes, totaling 398 meters were drilled along Section 3520W to investigate the IP “resistivity” anomalies as reflected from the Schlumberger VES profile.
These “resistive bodies” appear to be related to lithological differences encountered in the boreholes in which zones of silicified basalt and increase magnetite alteration mainly within the diorite unit appear to have acted as the “resistive units” within the meta-volcanic rock package.
Sambaru 5
At Sambaru 5, in the northwestern part of the license area, one borehole averaged 16.80 g/t Au over 2 meters within a narrow zone of arsenopyrite. The mineralized intercepts in Sambaru 3, 4 and 5 occur less than 70 meters below the surface.
This successfully concludes the first phase of drilling on the Singida-Londoni gold project. Mineralized intercepts were encountered at all 5 targets.
Based on the results from drilling, magnetite was found to be a prominent mineral present in the wall rocks to zones of increased arsenopyrite and gold mineralisation. Earlier, a detailed ground magnetometer survey, across the license area, clearly delineated narrow zones of limited strike length of intense magnetisation parallel to the regional northwest to south-east trending shear fabric of the Singida shear “corridor”. The main artisanal workings lie contiguous to the south-western magnetic trend. Detailed soil sampling on 50 meter spaced north-south traverses, at a sample interval of 25 meters was undertaken across 17 magnetic targets in the shear “corridor”. A total of 588 samples, including 39 Blanks, were submitted for gold and arsenic analysis by Aqua Regia to SGS Laboratory Mwanza.
Results of the detailed soil sampling indicate that all of the grids, other that the grid across the Sambaru 4 area, returned low values.
Drilling has demonstrated that continuity of these mineralised and structural zones between sections as well as between surface and borehole intercepts is reasonably good considering that the drill fence spacing is at 80 meters. Grades, however, may vary significantly depending upon the intensity of arsenopyrite mineralisation in each of the intercepts. Infill drilling on 40 meter and possibly 20 meter spaced sections is planned to evaluate the known mineralized zones at Sambaru 2, 3, 4 and 5 with the intention of developing an indicated/measured ore resource during 2011. Reverse Circulation drilling, totaling approximately 8000 meters, will commence first, the results of which will be used to optimize a follow-up diamond drill program planned latter on in the year. Additional exploration targets include:
Detailed soil sampling between Sambaru 3 and Sambaru 4 on 100 meter spaced N-S grid lines at a sample interval of 25 meters.
Exploration drilling, totaling some 1500 meters to investigate a 600 meter x 120 meter soil anomaly east of Sambaru 4.
The Company commenced Phase 2 Reverse Circulation drilling program in March 2011, centered at the Samabaru 2,3,4 and 5 Prospects (Table 10). Drilling has recently been completed in which 92 boreholes, totalling 9,023 meters have been drilled.
Table 10: Summary of Reverse Circulation drilling undertakenat the Singida-Londoni Gold project
Prospect Phase 1 Phase 2 Total
Sambaru 1 -
Sambaru 2
Sambaru 3
Sambaru 4
Sambaru 5
Total
Exploration drilling across the 600 meter x 120 meter soil anomaly east of Samabru 4 was tested by a fence of 3 boreholes totaling 210 meters. Similar QA/QC procedures as those undertaken during Phase 1 drilling were adopted. The full set of assay results are still pending from SGS laboratory, Mwanza.
Once all the results have been received and processed a decision will be made whether or not to undertake a possible 1500 meter diamond drill program, at this time, in order to establish an indicated resource .
Additional exploration targets include:
A detailed soil sampling program on 100 meter spaced N-S grid lines at an interval of 25 meters between Sambaru 3 and Sambaru 4.
Regional investigation outside the current PML Block in order to explore for additional gold resources within and proximal to the Singida Shear “corridor” .
The Company has recently completed a Technical report in compliance with National Instrument 43-101 of the Canadian Securities Administrators (NI 43-101) and the Guidelines given in Form 43-101F1 and includes all work undertaken on the Singida-Londoni Gold Project up to and including Phase 1 drilling program.
Buhemba Project
The Buhemba Gold Project is comprised essentially of two Prospecting Licenses (PLs), which have been reduced by 50% on renewal of the licenses according to Government regulations. The shed off areas were immediately reapplied as a separate license in order to keep both licenses intact. The total area of the combined licenses amounts to 107km2 (Table 1, Map 13).
Map 13: Location Map of the Prospecting Licenses Comprising the Buhemba Gold Project
Location and Access
The Buhemba Gold Project is in the administrative district of Musoma. The project is accessible either from the main tarmac road, 203km northwest from Mwanza or 33km south of Musoma town.
Physiographic, Climate, Vegetation and Water
The area is characterized by two rainy seasons: the main rains falling from March to April and a lighter period of rain beginning in October and continuing sporadically through to December. Typically, the annual rainfall averages between 760mm to 1270mm. The Nyagubu and Rwako rivers, flowing westwards into Lake Victoria, drain the project area.
Topographically, the area is generally undulated with granitic hills in the southern and central parts. The highest point is approximately 1550m above mean sea level in the southeastern part of the project area. Most of the area is covered by subsistence farming of cassava, sorghum and maize. Only the hills and the area underlain with Nyanzian rocks are lightly covered by forest and thick bush.
History
Three areas of colonial/artisanal workings are present on PL4892 and PL2344:
1. Magendagenda consists of 2 shallow workings spaced some 500m apart along a north-south shear zone.
2. Nyabukamu, located approximately 2km north-northwest of Mgendagenda along the sheared granite/greenstone contact.
3. Kiharagweta, located approximately 1km north-northwest of Nyambaku within north-south trending quartz vein hosted by an inlier of basaltic rocks.
Rand Gold investigated these PLs between October 2003 to October 2006 in which they undertook regional soil sampling, mapping with follow-up trenching and pitting. Artisanal working defined the main soil anomalies, which lie along a north south to north-northwest by south-southeast, strike direction closely associated with granite/greenstone contact in the south-western part of the license. The artisanal area has been covered by six (6) Primary Mining Licenses (PML) having dimensions of 500m x 800m.
Regional Geology
The area is largely underlain by the Archaean Nyanzian Supergroup suite of granitic rocks (the Musoma Series). These have been uncomformably overlain by basal conglomerates (with fragments of Nyanzian rocks), feldspathic grits, argillites, banded iron-formation and minor volcanic rocks of the Kavirondian System.
The central part of PL4892/2007 consists of basaltic rocks of the Nyanzian Supergroup enclosed by younger foliated and unfoliated granites. Shearing has occurred along the western contact of the basaltic rocks and the granite resulting in a number or generations of quartz veins. Chloritization and local silicification, with minor Fe-oxidation is present in the basalt wall rocks. A graphitic metasedimentary unit interbedded within the basalt contains disseminated pyrite and quartz veinlets. The main structural trend within this license lies mainly between the northwest and northeast strike directions.
Exploration Strategy
A field investigation of the work undertaken by Rand Gold has already been completed which has confirmed the presence of at least 4 areas of artisanal workings. Follow-up exploration is planned to target the known areas of artisanal mining as well as to investigate the western sheared basalt/granite contact in PL 4892/2007. Although the PMLs of the artisanal workings do not form part of the PL license, we believe that the owners would be amenable to entering a JV agreement. Pole-Dipole traverses are planned across the sheared contact in order to prioritize a follow-up reverse circulation (RC) drilling program that is expected in this year..
No work has yet been undertaken on either of the two licenses PL2979/2005 and PL5159/2009 southeast of Buhemba town (Map 15). Soil sampling on 200m x 50m centers are planned across the license outside the mbuga-covered areas, as well as gradient IP survey and mapping. Results from these are expected to dictate the next phase of exploration.
Uyowa Project
The Uyowa Gold project consist of a complete package of 7 Prospecting Licenses (PLs) that cover a total area of 900km2 (Table 1) in the central to western side of Tanzania (Map 14).
Map 14: Location map showing the Uyowa Prospecting Licenses
Location and Access
Uyowa Project is located in Tabora Region in northwestern Tanzania. It is situated approximately 100km to the NW of Tabora town. A reasonable gravel road connects Tabora with the villages located in the NE corner of the license. Access to the license area is also from Kahama town situated some 110km to the north by a dry seasonal road only. The 20km stretch of this road passes through low-lying ground, which during the rainy season becomes impassable.
Access within the license is by a number of secondary dirt roads and footpaths.
Physiography, Climate, Vegetation and Water
Topographically, the property is relatively flat and is covered by grassland and low scrub other than areas in which subsistence farming is being carried on. The climate is tropically humid with alternating wet and dry seasons.
History
During 2003-04, Ashanti Goldfields undertook regional exploration across the Uyowa license in which soil sampling on 400m x 100 centers was completed (133 samples). Regional geological and regolith mapping, covering 84km2 and 960km2 respectively, together with a structural interpretation from the Government Aeromagnetic survey were completed. An area of extensive artisanal working occurs in the northern part of the license, which is under license to Primary Mining License (PML) holders. Ashanti Goldfields entered a joint venture agreement with the PML holders in order to explore the prospect. They drilled a total of 13 RC holes (999m) on 40m-spaced fences. Best borehole grades were 5 g/t over 20 m, 3 g/t over 12 m, 85.3 g/t over 1 m, 8.09 g/t over 1 m, and 21.9 g/t over 3m, intersected within 5 gold bearing quartz veins across a strike of 400 m. The artisanal site appears to be located along a 10km shear zone.
Regional Geology
The licenses lie to the southwest of the Nzega greenstone belt within the Archaean Nyanzian Supergroup suite of granitic rocks. The underlying lithologies on the Uyowa license consist mostly of granite. Interpretation of the Government aeromagnetic survey across the license indicates a prominent NE-SW pattern of fractures and lineaments. A large fold nose has been interpreted in the eastern part of the license. Besides the extensive artisanal workings in the northern part of the license, a few artisanal workings are noted in the northern to eastern half of the license.
Exploration Strategy
An initial site visit was made in July 2010 to the eastern and northern parts of the license to review the current level of artisanal activity as well as take cognizance of the logistics involved in setting up an exploration program in the immediate future.
Exploration work on the Uyowa Project commenced in January 2011 and continued until the onset of the rainy season in early May. All work has been stopped until the end of the rains which is expected to last until late July-early August.
The following exploration activities have been undertaken:
The raw aeromagnetic data, flown by Geosurvey International G.m.b.H between 1977 to 1980 on a line spacing of 1.0km and at a height of 120m, has been purchased from the Geological Survey, Dodoma and has been subsequently re-processed and interpreted. A number of priority areas were highlighted (Targets 1 to 5). Due to accessibility, exploration has been focused on Target 3 which lies across the central and eastern side of the License Block and includes PL 5916/2009.
Detailed ground magnetometer survey has commenced across Target 3 on 200 meter space N-S traverse lines. To date, at total of 35 traverses of 7.5 kilometer each, totaling 265 line-kilometers, have been completed along the eastern part of Target 3.
Soil sampling on 400 meter x 50 meter centers is currently underway. A total of 1057 samples of 1 kilogram each, including 52 Blanks, have been collected, prepared on site to 80 mesh and submitted to SGS Laboratory Mwanza for gold determination by Aqua Regia.
Results indicate that 77% of all samples returned below background values (<10 ppb Au) Table 8. All of the anomalous values (>50ppb Au) tend to be isolated single point values. The maximum soil value reported is 1.24g/t Au.
Table 11: Statistical summary of soil sample results collected on Target 3, Uyowa Gold Projecty
Range (ppb Au) Samples Blanks Outstanding assays
<10
10-20
20-30
30-40
40-50
>50
Total
A total of 12 rock samples were collected and submitted for 50gm Fire Assay. All samples returned <0.02g/t gold.
Termitaria sampling was undertaken but samples have yet to be panned.
Regolith mapping has been undertaken in conjunction with the soil sampling program across Target 3.
Remote sensing studies have been undertaken using various Band ratios with Landsat Imagery. ASTER imaging has been obtained for the area and has been processed using the various mineral Index ratios. Follow-up ground truthing is planned once exploration resumes during the dry season.
Follow-up exploration on the Uyowa Block of licenses is to include:
(i) Ground truthing of Landsat and ASTER imaging
(ii) Field investigation and follow up sampling/pitting/trenching on any of the delineated soil anomalies in Target 3.
(iii) Focus exploration activities on Target 1 which covers an area of artisanal mining previously investigated briefly by Anglo-Ashanti Goldfields. Landsat and Aster Imagery indicate a number of significant structures and iron alteration patterns associated with this area of known gold mineralization.
(iv) Selected Gradient IP surveys and Schlumberger VES profiling across delineated targets.
(v) RAB/RC drilling over prioritized targets.
Kahama Project
The Kahama Project is comprised of the Kahama South and Kahama Shinyanga prospecting licenses consisting of 5 Prospecting Licenses (PLs) that cover a total area of 519km2 (Table 1) in the central to western side of Tanzania (Map 15 and Map 16).
Map 15: Location map of the Kahama South Prospecting Licenses
Map 16: Location map of the Kahama Shinyanga Prospecting License
Location and Access
Although all the licenses occur within the same project area they are 100 kilometres a part. The Kahama Shinyanga license is located some 60km north of the main Kahama-Nzega paved road. The license is accessed by the all weather road from the town of Itwapgi, located close to the Kahama-Nzega junction, northwards to the town of Bungulwa. The road passes through the eastern side of the license.
Kahama South licenses are located some 40km to the south-southwest of Kahama town. Access to the licenses is via a number of all weather dirt roads that lead to the village of Ushetu and surrounding villages. Access is also possible from Tabora in the south but is restricted to the dry season only, on account of a large low lying Gombe River drainage basin to the south of the licenses that floods during the wet season.
Physiography, Climate, Vegetation and Water
The area is typically flat lying and is largely covered by “mbuga”. Typical savannah scrubland of grass and scattered thorn bush and acacia trees dominant the landscape. Tobacco and cotton farming are the main cash crops in the area. Access to parts of the license may be difficult during the rainy season and would require the use of a 4X4 vehicle.
History
Geosurvey International flew airborne magnetic and radiometric surveys over the area from 1977-1980. Other than the Government data, no information on exploration undertaken by previous companies is currently available.
Regional Geology
The Archaean Nyanzian Supergroup suite of granitic rocks largely underlies the license areas. Patches of greenstone rocks, comprising of meta-volcanic and meta-sedimentary units occur as patches within the granitic terrain.
Exploration Strategy
Since the Company acquired these licenses, no exploration work has yet been undertaken on them. The projects are basically at “grass-roots” level of exploration and thus have a lower priority rating than many of the other projects within the company portfolio.
An initial field visit to the projects is to be undertaken in order to access the level of artisanal workings present on each of the licenses. Due to the large coverage of “mbuga” soils, detailed ground magnetometer surveys will be undertaken across the entire license from which selected follow up targets for gradient array surveys will be defined. Results of the geophysical programs will determine the next phase of exploration in order to explore beneath the “mbuga” cover.
North Mara Project
The North Mara Project is comprised of Nine (9) Prospecting Licenses (PLs) and have been divided into three (3) project blocks, namely the Tarime North, North Mara Nyabigena East and the Kubiasi-Kiserya areas that cover a total area of 599km2 (Table1) in the northern part of Tanzania (Map 17and Map 18 and Map 19)
Map 17: Location map of the Tarime North Mara Prospecting Licenses
Map 18:Location of the Nyabigena Prospecting Licenses
Map 19: Location of the Kubiasi Kiserya Prospecting Licenses
Location and Access
The Tarime gold property (PL2677/2004) is located in northern Tanzania within the Musoma-Mara greenstone belt of the Lake Victoria Goldfield, in Tarime District, Mara Region. The property covers a total of 518.68km 2 in QDS (Quadrangle) 5/1, 2, 3 & 4. Its accessibility is through the Tarime-Musoma road that crosses the property at the southeast corner of the license. Utegi is the major town centre close to 3341/2005. (Map 17)
The Nyabigena licenses (Map 18) located to the east of Tarime and proximal to the Kenya border are largely covered by phonolitic lava that forms the capping of the Nyamwaga Escarpment.
The Kubiasi Kiserya licenses (Map 19) occur to the south of the Nyamwaga Escarpment. Both licenses lie on or adjacent to the Mara River and to the north of the Serengeti Game Reserve.
All licenses are easily accessible. The Tarime licenses are accessed via the paved road between Mwanza and Musoma with good secondary roads connecting the various villages on the licenses. All weather gravel roads pass either through or close by the other two exploration areas.
Physiography, Climate, Vegetation and Water
The physiography in the Tarime District is largely flat with black cotton soils (“mbuga”) covering much of the area. Most of the area is grassland and only lightly forested. Rivers are generally intermitted. The climate is tropically humid with alternative wet and dry season.
Further to the north in the Nyabigena license area, the topography becomes hilly and dark reddish brown soils, developed from the phonolitic lavas, are present. Granite inselbergs dot the plains to the east around the Mara River region in the area of the Kubiasi-Kiserya licenses.
History
North Mara area has a long history of artisanal gold mining. A number of PML’s owned by artisanal miners have been pegged over known gold workings within the Company owned licenses. Exploration undertaken by internationally recognized companies are not available.
Regional Geology
The North Mara Goldfields is situated within the eastern arm of the Lake Victoria Goldfields. The basement geology is composed of Archean granite, meta-volcanic and meta-sedimentary rocks that make up the greenstone terranes and which form part of the Tanzanian Craton. The geology in the North Mara Region lies within the Nyanzian and Kavirondian Systems.
Exploration Strategy
Since much of the area in the Tarime District 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) is to be purchased from the Government and processed. Follow-up gradient array surveys is planned to be focused on magnetically interpreted structural targets. In erosional areas, soil sampling and mapping is be undertaken with focus around artisanal sites on the licenses.
To the east, soil sampling and mapping is planned to explore the Kubiasi Kiserya (PL4833/2007). No exploration is to be undertaken over the prospecting license (PL3338/2007), which straddles the Mara River. This license, together with the Nyabigena (PL4645/2007) located over the Nyamwaga Escarpment, is to be relinquished in the immediate future.
The North Mara Gold Projects have been divided into 3 blocks, namely the Tarime, Nyabigena and the Kubiasi Kiserya areas (Table 12).
Table 12: Details of the North Mara Prospecting licenses
License ID Area Area (Km2 )
PL 4882/2007 TARIME NORTH MARA 61.8
PL 2677/2004 TARIME NORTH MARA 37.32
PL 3340/2005 TARIME NORTH MARA 195.5
PL 3341/2005 TARIME NORTH MARA 51.51
PL 3005/2005 TARIME NORTH MARA 85.43
PL 4225/2007 TARIME NORTH MARA 42.56
PL 4873/2007 TARIME NORTH MARA 40.97
PL 3355/2005 NORTH MARA NYABIGENA EAST 24.17
PL 4833/2007 KUBAISI-KISERYA 27.34
Total
566.60
Note: Three licenses previously listed, namely PL 3338/2005, PL4645/2007 and PL 3339/2005, have been relinquished
Tarime & Utegi PLs
Exploration across the 3 Tarime and the 3 Utegi PLs comprising PL4882/2005, PL3005/2005, PL3340/2005 and PL4873/2007, PL2677/2004, PL3341/2005 respectively located on the western side of the North Mara Greenstone Belt, has recently commenced in which the following exploration activities have been undertaken:
Acquisition of the raw aero-magnetic data from the Geological Survey, Dodoma. This high resolution survey, undertaken by the Finnish Geological Survey on behalf of the Ministry of Mines, Tanzania during 2004-2006, was conducted by a fixed wing aircraft, flown at a height of 45 meters and a line spacing of 200 meters. The data has been processed and interpreted in-house.
Stream sediment sampling was completed during the latter part of 2010, in which 51 samples were collected from 2nd and 3rd order streams (Table 13) and submitted for BLEG at SGS Laboratories, Mwanza.
Table 13: Summary of stream sediment samples collected on the Tarime and Utegi PLs
Range (ppb Au) Samples
<10
20-30
20-30
30-40
40-50
>50
Total
A number of structural targets have been interpreted from the aeromagnetic data within the greenstone rocks that require field investigation prior to any follow-up pitting or trenching.
Kubiasi Kiserya PL
Exploration at the Kubiasi Kiserya PL commenced in the latter part of 2010 with a regional soil sampling program across the entire license on a N-S grid spacing of 200 meters x 50 meters. A Total of 1418 soil samples were collected of which 721 samples, collected on 400 meter x 50 meter grid, were prepared and submitted to SGS Laboratory, Mwanza for gold by Aqua Regia digestion. Distribution of results are presented in Table 14.
Table 14: Summary of soil sample results collected on the Kubiasi Kiserya PL
Range (ppb Au) Samples Duplicates (QA/QC)
<10
20-30
20-30
30-40
40-50
>50
Total
A total of 25 rock samples were collected across the PL and assayed by 50g Fire Assay.
A number of small artisanal workings as well as a colonial shaft are present on the PL that have returned a maximum gold grade of 5.17 g/t gold in quartz vein.
Exploration is to be focused on following up the soil anomalies by:
(i)
Submitting the soil samples collected on the 200 meter line infill on either side of the present soil anomalies
(ii)
Pitting/trenching
Select Schlumberger profiling across delineated targets.
Uranium Projects
Mbinga Project
The Mbinga Uranium Project is comprised of three (3) Prospecting License (Table 2) and two (2) Reconnaissance Licenses (Map 20) The Reconnaissance Licenses, located along the eastern shoreline of Lake Nyasa are currently under application and have not been included within this summary.
Map 20: Location map of the Mbinga Uranium projects
Location and Access
The Mbinga properties are located in southern Tanzania near Lake Nyasa in the Mbinga District, of the Ruvuma Region (Map 1920). The project is approximately 150 km west of Songea town, the main commercial and administrative centre in the Ruvuma region. The Mbinga Uranium Project covers a total area of 1761km2 located across 4-quarter degree sheets (QDS: 297, 298, 309 and 310). The town of Mbinga is strategically located within the central part of the property, which is 100km southwest of the regional centre of Songea. Generally, the property has poor accessibility and roads within the concessions are limited to a few areas where 4-wheel drive vehicles are required during the rainy seasons. The dirt road along the lakeshore is in reasonable condition. The nearest airport with only irregularly scheduled flights is in Songea town. Another small airstrip exists at Mbinga town.
Physiography, Climate, Vegetation and Water
Steep mountain ridges and valleys, dropping off to flat and low-lying plains around the lakeshore characterize the physiography of the area. Much of the area is under subsistence cultivation. The climate at Mbinga is continental. Generally the Ruvuma Region has mild temperatures averaging 23oC. October and November are the hottest months with an average temperature of 30oC. The rainy season commences in early November and continues through to March. A number of the licenses border the eastern shore of Lake Nyasa (Lake Malawi).
History
Geosurvey International conducted an airborne radiometric and magnetic survey over the area from 1977 to 1980.
High Resolution Helicopter-Borne Radiometric Survey was contracted to New Resolution Geophysics (NRG) of South Africa in March 2008, to undertake a survey across all licenses at a line spacing of 250m.
Geo Can Resources Company Limited undertook a follow-up ground radiometric survey, in April 2008 on PL4335. Three uranium anomalies were identified which was tested by a number of shallow trenches. Values of >1,000ppm U3O8 were reported from each anomaly.
Regional Geology
The Mbinga properties lie close to the southern part of the Ruhuhu Basin consisting of Karoo rock formations of fluvial-continental origin. The rock of the Ruhuhu Basin unconformably overlies the Usagaran Formation, which comprise of metamorphosed igneous and sedimentary rocks. The rocks at Mbinga are varied and in PL4335/2007 and PL4433/2007 are mainly basement gneisses, granites and granodiorites. In PL4254/2007, the rocks include charnockites, granulites and gneisses.
Two major northwest-southeast trending lineaments traverse the properties.
Property Geology
A total of 117 Uranium point source anomalies have been detected within the property from the Radiometric Interpretation map, sheet 310 (1980). Three mineralized trends have been identified from the Geosurvey’s radiometric total intensity image. The trends include northeast, north-south and northwest directions and are largely reflected by braided drainage channels.
On PL4254/2007, uranium mineralization is associated with small zones of charnokites and cataclastic mylonites in the upland of Mkwaya village as well as in the continental arenaceous sediments of the Karoo system in the northeastern area of the property. To the south, the uranium anomalies correlate with a large stretch of post-orogenic granite that is partly covered with recent sediments.
More than 57 uranium anomalies were identified by the Geosurvey International within and surrounding the property. The most significant anomaly was found to be associated with the north-south trending zone, which parallels the shoreline of Lake Nyasa, on the northern side of the property. The anomaly correlates with dark colored, magnetic mineral bearing sands assumed to be derived from a small zone of garnet-cordierite granulite.
Exploration Strategy
Exploration is to be based on the results obtained from the High Resolution Helicopter-Borne Radiometric Survey. Anomalies shown from the survey are to be prioritized for follow-up ground survey that is to involve mapping and ground scintillometer surveys. Rock chip sampling followed by trenching on prospective targets would be planned before RAB/RC drilling is proposed.
Kiwara Project
The Kiwara Uranium Project is comprised of three (3) Prospecting License ( Table 2, Map 21).
Map 21: Location map of the three Prospecting Licenses that form the Kiwira Uranium Project
Location and Access
The Kyela-Kiwira properties (PL4651/07 & PL4514/2007) are 120km southwest of the Mbeya, the main town in southern Tanzania. A tar road connects Dar es Salaam to Mbeya. The nearest town to Kiwira property is Kyela town. Access to the property is good.
The Chimala-Igurusi property (PL4406/2007) is 65km northeast of Mbeya and is 25 km southwest of Chimala town in Mbarali District. Access to the property is via the town of Mbarali, located 15 km from license boundary.
Physiography, Climate, Vegetation and Water
The major topographic feature in Kyela-Kiwira property is the rift valley on the northern side of Lake Nyasa. The property sits at an altitude of 1,200 to 1,800m above sea level and typically displays alpine flora.
The Chimala-Igurusi property occurs at lower altitudes, with a flat lying topography in the northern part covered with savannah soils. Hills occur in the southern part of the license. The climate is mainly continental and strongly influenced by the Nyasa plain, with rain (November - May) and dry (June - October) seasons. Prior to the rainy season, the region is characterized by mild winds and dust. In mountainous areas of Kyela-Kiwira area, temperatures are several degrees colder (< 10°C) in June through November. Chimala-Igurusi area has a typical savannah climate characterized by hot temperatures in the dry season and is cold during the wet season.
History
Initially, Geosurvey International conducted countrywide airborne radiometric and magnetic surveys from 1979 to 1980. This airborne geophysical survey identified several uranium "targets" worthy of further investigations. Fluvial and lacustrine type deposits were identified in the Chimala-Igurusi area as hosts for the uranium mineralization. Ground follow-up has shown banded cherts with Mn-stains that reflect significant radioactivity anomalies.
Unlike Chimala-Igurusi prospect, the Kyela-Kiwira property shows anomalous radiation values located within geological setting dominated by the Karoo sediments of the Selous and Ruhuhu Basins. These sediments are considered to be prospective for sandstone hosted “roll-front” type uranium mineralization.
Regional Geology
The regional geology of the Kyela-Kiwira license is characterized by Paleoproterozoic (2.0 Ga), highly metamorphosed basement rocks, Karoo sedimentary formations and Quartenary volcanic sediments. The basement rocks are made of reworked Archean crust, mainly metamorphic granulites and gneisses. The regional geology of the Igurusi-Chimala is characterized by Paleoproterozoic (1.95 Ga) sediments, which have undergone regional metamorphism and, in some places, have been intruded by granites. These rocks consist of metasediments, micaceous schists, gneisses and migmatites. The area is bounded by the Usangu plains of the Mbarali area. Younger Mesoproterozoic (1.37 Ga) continental argillaceous rocks consisting of reddish and copper rich green shale, quartzites and dolomite and limestone rocks lie conformably on the underlying Paleoproterozoic rocks. These sediments are, in turn, overlain by Quaternary volcanic formations, which cover part of Rungwe and Igurusi-Kongolo area. The basement rocks reflect prominent regional northeast and northwest striking structural lineaments. The area has been structurally complicated by extensive fracture and faulting during the development of the Buhoro and Nyasa basins.
Property Geology
Rock types within the Kyela-Kiwira project consist of three major groups:
(i)
Late orogenic Paleoproterozoic granites and granodiorites (post 1.95Ga);
(ii)
Karoo formation of undifferentiated carboniferous terrestrial sandstone, quartzite, siltstone, conglomerate and limestone and often poorly exposed and covered by lake beds underlain by Proterozoic granites;
(iii)
Nyasa alluvial beds, which comprise of alluvial sediments namely, fine calcareous sands, fine clays, and silts. The sediments cover and fill most of the Kyela-Kiwira property. The late Orogenic granitic rocks consist mostly of hornblende/biotite microgranites with some syenites being reported within the project area.
The Karoo beds are largely undifferentiated and often poorly exposed and covered by recent Nyasa alluvial sediments. These sediments fill most of Nyasa plains and are poorly consolidated lacustrine deposits. The river valleys contain a patchy distribution of conglomeratic pebbly beds together with considerable amounts of volcanic tuff. The basement Paleoproterozoic rocks consisting of mylonitic migmatites, granulites and quartzites have been cut by a series of northwest trending faults.
The geology of Chimala-Igurusi property consists of assemblage of Paleoproterozoic continental sediments with lavas that lie unconformably on the Archean (>2.5 Ga.) basement metamorphic rocks. Younger gabbroic intrusive rocks are common and have formed a series inselbergs that transect the continental rocks in the southwestern and central Chamoto Hill area. Horizontally bedded sedimentary rocks, comprising of colluviums and alluvial gritty sands cover most of the property. Alluvial clays intercalated with colluviums cover the northeastern part of the license. Siliceous clays are found north and east of Chamoto Hill. The structural set-up of Chimala-Igurusi prospect is a series of complicated intrusive gabbros, extensive fracture jointing and faulting. The argillitic rocks, namely shale have been folded with fold axes plunging to the south.
Exploration Strategy
In order to define possible drill targets, the first phase of proposed exploration will be to:
Undertake detailed mapping,
Sampling and ground radiometric survey
Success of this first phase will lead to an understanding of the location and extension of the anomalous radioactive trends from which second phase can be initiated:
Shallow RAB drilling
Prioritize targets
Trenching and detailed ground sampling
RC/Diamond drilling on specified targets with the focus to obtain initial mineral resource estimates.
Njombe Project
The Njombe Uranium Project is comprised of one (1) Prospecting and Reconnaissance License (Table 2, Map 22).
Map 22: Location map of the Njombe Uranium Project.
Location and Access
Njombe property is centrally located at the junction of survey sheets in the QDS 260, 261, 273 and 274. The town of Njombe is situated 25km to the east of the property (Map 22). The property is surrounded by numerous small villages. Road access is restricted to a network of dirt roads and tracks that require 4X4 vehicles to access the property during the rainy season.
Physiography, Climate, Vegetation and Water
The topography is dominated by gently rolling grass covered ridges and valleys in the northern parts which develop into sandy plains to the south.
The climate at the property is mainly continental and strongly influenced by the high elevation of the area, which is generally between 1500m and 2300m above sea level. The region is also characterized by strong wind and dust. Temperatures are often several degrees colder. Fog occurs during the winter season. Precipitation is moderate.
History
Geosurvey International undertook an airborne magnetic, radiometric and VLF-EM survey across the area from 1997-1980. Geo Can Resources Company Limited undertook an assessment of the data in 2007, which defined the existence of elevated uranium values following a northwest trend through the middle of the license.
Regional Geology
The Ubendian System consisting of proterozoic quartz-feldsparthic granular gneiss, migmatite, underlies geology of the area and amphibolite rocks. The northeast part of the license is dominated by palaeoproterozoic granitoid consisting essentially of late- to post-orogenic granite and granodiorite.
Recent alkaline volcanic rocks are found in the northwest part of the license area. The remainder of the license consists of a northwest-southeast trending belt of Mesoproterozoic age metasediments, migmatites and orthogneiss that is interpreted to form part of the Ukingan Group. To the south the Unebian rocks are exposed. Northwest-southeast trending bands of meta-gabbro, anorthosite and ultramafic rocks occur to the west and southwest of the license.
Uranium mineralization is thought to be associated with structural unconformities within the Proterozoic rocks as well as being related to the intrusive granite of the Ilunga series.
Exploration Strategy
Based on the radiometric data obtained by Geosurvey International, a large uranium and thorium anomaly were shown to occur in the northeast part of property that follows a northwest trend through the middle of the license. Follow up exploration is aimed to ground test this anomaly. Mapping and geochemical sampling by a hand held scintillometer will not only provide a geological model for the style of Uranium mineralization but will also assist to prioritize higher grade uranium targets within the anomalous area for follow-up evaluation.
Lake Rukwa Project
The Lake Rukwa Uranium License forms the Rukwa Project, situated to the east of Lake Rukwa (Table 2 and Map 23).
Map 23: Location map of the Rukwa Uranium License that forms the Rukwa Project
Location and Access
The Rukwa Lake project, covering a total of 268.80 km2, is located 45km west of Lake Rukwa and 150km northwest of Mbeya in southwest Tanzania (Map 23). Access to the town of Njombe, located 25km to the east of the property, from Mbeya, is good. Numerous small villages surround the property and road access is restricted to a network of dirt roads and tracks that require 4X4 vehicle usage during the wet season.
Physiography, Climate, Vegetation and Water
The major topographic feature of the property is the Rukwa fault scarp, which follows a northwest trend, from the southeast corner of the property and cutting the northern boundary. The Lukwaiti River, due to the uplift of the fault scarp, has incised into the western corner of the license. Over the remainder of the license the drainage is mature, and "mbuga" soils are developed in the upper reaches of most of the rivers and streams. The country is almost entirely covered with "miombo" forest except for the carbonatite hill lying outside but immediately adjacent to the northern boundary of the license. This hill is grass covered, with dense vegetation growing in the gullies. Thorn bushes and scattered small trees grow over areas where dark-red soils are prevalent.
The climate at the property is mainly continental and strongly influenced by the high elevation of the area, which is generally between 3500 ft (1060m) and 4000 ft (1220m) above mean sea level.
History
Geosurvey International conducted countrywide airborne radiometric and magnetic surveys over the area from 1979 to 1980 along 1km spaced flight lines. No recent exploration undertaken on the license area is known.
Regional Geology
The property is mostly underlain by syn- and post-orogenic granite and granodiorite. To the north of the license boundary, gneisses and metasediments of the Mesoproterozoic-age Karagwe-Ankolean System dominate the bedrock. A carbonatite plug, referred to as the Rukwa Lake Carbonatite occurs immediately adjacent to the northwest corner of the license and is also reflected as a radiometric anomaly.
Exploration Strategy
Follow-up field investigation into the radiometric anomalies as outlined by Geosurvey International is to take place by mapping and ground radiometric surveys in order to define and prioritize targets for focused exploration.
Mkuju and Mkuju East Project
The Mkuju Uranium Projects comprising of the Mkuju (PLR4644/2007) and Mkuju East (PLR4692/2007), were granted as Prospecting and Reconnaissance Licenses. It has recently been decided by the Company that these two licenses should be relinquished back to the Government due to the fact that they lie within a National Game Reserve. Not only are there inherent problems in undertaking exploration in the park, but the chances of being able to obtain a mining license to exploit any future discovered resource are slim.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We are presently not a party to any litigation.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market for Securities
Our company’s common stock is traded on the FINRA’s OTC Bulletin Board under the symbol “LVCA”. Set forth below are the range of high and low bid quotations for the periods indicated as reported by the FINRA. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
Our transfer agent is Pacific Stock Transfer Company, of 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119; telephone number: 702.361.3033; facsimile: 702.433.1979.
Holders of our Common Stock
As of July 13, 2011, there were 222 registered stockholders holding 97,485,733 shares of our issued and outstanding common stock.
Dividend Policy
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1.
We would not be able to pay our debts as they become due in the usual course of business; or
2.
Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
Other than as disclosed in the Company’s Quarterly Reports or Current Reports on Form 8-K for the fiscal year ended March 31, 2011, we have not sold any equity securities that were not registered under the Securities Act during the fiscal year ended March 31, 2011.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fiscal year ended March 31, 2011.
Securities Authorized for Issuance Under Equity Compensation Plans
Effective October 7, 2010 we adopted our 2010 Stock Option Plan. The purpose of our 2010 Stock Option Plan is to retain the services of directors, officers, valued key employees and consultants of the Company and such other persons as the plan administrator selects, and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives of the Company’s stockholders, and to serve as an aid and inducement in the hiring of new employees. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of 10,000,000 shares of our common stock. Also on October 7, 2010 we granted options to one of our consultants to acquire 120,000 shares of common stock exercisable at a price of $0.29 until October 7, 2013. These options vest immediately. On October 21, 2010 we granted an aggregate of 4,080,000 options at an exercise price of $0.45 for a term of three years to our directors, officers and certain consultants. The options vest immediately.
The following table provides a summary of the number of stock options granted under the 2010 Stock Option Plan, the weighted average exercise price and the number of stock options remaining available for issuance under the Company’s option plans as at March 31, 2011:
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.
Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Plan of Operation
As of March 31, 2011, we had working capital of approximately $2,110,177. We plan to spend approximately $1.3 million for our property acquisitions and $3.0 million for exploration activities through 2011, with work being conducted on several projects including soil sampling, trenching, IP gradient, magnetic survey and drilling. We will need to raise additional funds to finance the exploration activities on our projects. There is no assurance that such financing would be available at this time.
Our estimated expenses over the next twelve months are as follows:
Cash Requirements during the Next Twelve Months
Expense
($)
Property acquisition and holding costs
1,290,000
Exploration expenses
3,000,000
Professional fee
400,000
General and administration fee
1,210,000
Total
5,900,000
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.
As of March 2011 we received all assay results from our initial drilling program completed at the Sambaru 1 - 5 prospect areas within the Singida-Londoni gold project, Tanzania. Also in November, 2010 the Company commenced a phase two reverse circulation drilling program at the Musoma Bunda gold project’s Kinyambwiga license (PL4653/2007) located near the eastern side of Lake Victoria in northeastern Tanzania approximately 750 kilometers by road from the Company’s Singida-Londoni gold project. The 2,427 meter drill program tested three targets at the Kunanga Prospect area which is situated in the northeastern part of the 30.89 square kilometer Kinyambwiga License. In the meantime, a ground magnetometer geophysical survey has also been completed at the Company’s nearby 72.95 square kilometer Suguti (PL3966/2006) and 51.9 square kilometer Murangi (PL 4511/2007) licenses which are located about 15 kilometers and 8 kilometers north and northwest of Kinyambwiga respectively. The Company has recently completed Technical reports for the Singida-Londoni Gold Project and the the Kinyambwig-Suguti-Murangi Gold Project in compliance with National Instrument 43-101 of the Canadian Securities Administrators (NI 43-101) and the Guidelines given in Form 43-101F1. The Singida-Londoni technical report includes all work undertaken on the Singida-Londoni Gold Project up to and including Phase 1 drilling program and the Kinyambwiga-Suguti-Murangi technical report includes all work undertaken on it up to and including the last round of Reverse Circulation drilling undertaken in the later part of 2010.
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 don’t 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.
In addition, we may not have enough capital to complete exploration of our properties. If we have not raised sufficient funds to complete our exploration program, we will try to raise additional funds from another equity or debt offering or rely on loans from shareholders. If we require additional funds and are unable to raise the required amounts, we will have to suspend or cease operations until we succeed in raising the additional funds.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction with our audited financial statements for the financial years ended March 31, 2011 and 2010 which are included herein.
Our operating results for the years ended March 31, 2011 and 2010 are summarized as follows:
Revenue
We had no operating revenues for the fiscal years ended March 31, 2011 and 2010. We do not anticipate earning any revenue from our operations until such time as we have entered into commercial production at one or more of our mineral projects or we sell one or more of our mineral properties. We are currently in the exploration stage of our business and we can provide no assurance that we will discover a reserve on our properties or, if we do discover a reserve that we will be able to enter into commercial production.
Operating Costs and Expenses
The major components of our expenses for the years ended March 31, 2011 and 2010 are outlined in the table below:
The decrease of $1,023,844 in our general and administrative expenses for the year ended March 31, 2011 as compared to the same period in fiscal 2010 was primarily due to a) the decrease of investor relations expenses of $1,200,000 b) the increase of general office expenses incurred in subsidiary incorporated in fiscal year 2011.
Exploration costs were increased by $391,124 to $1,194,934 during the current period as a result of the increased exploration activity in the Company. On June 21, 2011, we entered into exploration service agreement with Otterburen to perform exploration services on optioned projects. As per the service agreement, Otterburn agreed to pay exploration cost incurred on Singida project from the month of March through the termination date of July 8, 2011. The reimbursement of exploration cost on Singida for March was $256,968.
Professional fees for the twelve months ended March 31, 2011 decreased to $831,947 compared to $1,455,922 for the same period of 2010. A main factor to this reduction is a higher level of advice the Company required for business combination in last fiscal year.
In 2010, the Compay completed major properties acquisition. The property option payments incurred in 2011 were only for Signida Project. As a result, impairment of mineral property acquisition costs during the 2011 twelve months period decreased by $3,193,431 to 742,180 compared to $3,935,611 in 2010.
The Company has, through its subsidiary Kilimanjaro Mining Company, advanced funds to Geo Can Resources Company Limited (“Geo Can”). The advances bear no interest, are unsecured and are due on demand. The unencumbered funds advanced to Geo Can would be refundable to the Company. The advances as of March 31, 2011 and 2010 have not been offset against payables nor had any encumbrances been reported to the Company. As of March 31, 2011, the Company advanced $499,043 to Geo Can through direct payment to some contracted suppliers of Geo Can which included service invoices for drilling, technical consulting, property rentals, geophysical equipment repairs and loans.
Prior to incorporation of the Company’s wholly-owned subsidiary in Tanzania, Lake Victoria Resources (T) Limited, and prior to the completion of the share exchange agreement with Kilimanjaro, Lake Victoria entered into option agreements with Geo Can. According to the terms of the option agreements the Company was required to perform geological exploration of the optioned properties and subsequently it contracted with Geo Can, a related company with shared common directors, to perform exploration services on all of these properties. As of March 31, 2011 and March 31, 2010, the Company owed $620,523 and $700,523, respectively, to Geo Can for exploration services that it had provided primarily on the Kalemela project licenses PL2747, 2910 and 3006; Geita project license PL2806 and Kinyambwiga project license PL4653. The outstanding amounts are non-interest bearing, unsecured and due on demand.
Since November, 2009 the Company has used its wholly owned subsidiary Lake Victoria Resources (T) Limited to perform all exploration and contracting within Tanzania. Geo Can, a Tanzania corporation, was initially founded by three common directors of the Company to identify prospective mineral properties in Tanzania. Through time Geo Can had acquired a portfolio of prospective licenses. On May 4, 2009, Kilimanjaro completed a Property Purchase Agreement with Geo Can. Under the terms of the agreement Kilimanjaro acquired 100% interests of the mineral property assets of Geo Can, which included 33 gold prospecting licenses and 13 uranium licenses. Prior to the closing of the Property Purchase Agreement between Geo Can and Kilimanjaro, Geo Can had entered into Option to Purchase Property agreements, regarding some of its resource properties, with Lake Victoria. As of the execution of the Property Purchase Agreement, May 5, 2009, Geo Can no longer had any interest in those prior property agreements with Lake Victoria. As of the date of this annual report, Geo Can holds property titles in trust for Kilimanjaro as the sole Beneficiary, in accordance with the terms of the Statutory Declaration, Declaration of Trust and Release dated July 23, 2009. Geo Can will act on the direction of Kilimanjaro as the Beneficiary to transfer the title or interest to the Beneficiary or as directed by the Beneficiary.
Liquidity and Capital Resources
We had a cash balance of $2,282,902 and working capital of $2,110,177 as of March 31, 2011 compared to cash of $955,401 and working capital of $567,749 as of March 31, 2010. We anticipate that we will incur approximately $1,600,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months.
On February 24, 2011, we entered into a debt settlement and subscription agreement with Roger Newell, a director of the company, pursuant to which we issued 145,833 shares of our common stock at a deemed price of $0.24 per share in settlement of $35,000 of outstanding debt owed by our company to Mr. Newell. The shares were issued pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.
Effective March 7, 2011, we issued 20,000,000 units at a price of $0.15 per unit for gross proceeds of $3,000,000. Each unit consisted of one share of common stock and one share purchase warrant entitling the warrant holder to purchase an additional share of common stock at a price of $0.30 per share for a period of six months from closing. We issued an aggregate of 2,963,333 units to 9 subscribers that each represented that they were not a US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933. We issued an additional 17,036,667 units to 23 U.S. persons, who represented that they were accredited investors as that term is defined in Rule 501 of Regulation D.
Going Concern
The audited financial statements accompanying our annual report on Form 10-K for the year ended March 31, 2011 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 March 31, 2011, we had cash of $2,282,902 and we estimate that we will require approximately $1,610,000 for general and administration costs and professional fees, and $4,290,000 for property acquisition holding and exploration costs associated with our plan of operation over the next twelve months. Although we have sufficient funds for general and administration activities, we do not have sufficient funds for planned mineral property acquisition and exploration activities and therefore we will be required to raise additional funds.
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 a cash balance of $2,282,902 and working capital of $2,110,177 as of March 31, 2011 compared to cash of $955,401 and working capital of $567,749 as of March 31, 2010 and we estimate that we will require approximately $5,900,000 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. 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
On December 7, 2010, our shareholders approved a resolution to amend the articles of incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 250,000,000 shares. As of July 13, 2011, we have 97,485,733 shares of common stock outstanding, 4,200,000 stock options outstanding and 41,404,901 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.
Critical Accounting Policies
The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.
Business Combinations
The Company follows the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The non-controlling interest recognized at March 31, 2010 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.
For the years ended March 31, 2011 and 2010, losses of $nil and $1,927,226 respectively, were recognized as being attributed to the non-controlling interest of the Company’s controlled subsidiary.
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 March 31, 2011 and 2010, the Company had 45,604,901 and 13,006,651, respectively, potentially dilutive securities outstanding.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
As of March 31, 2011 and 2010, the Company has approximately $2,234,000 and $850,435, respectively, deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank. As of March 31, 2011, the Company has Tanzania shillings 19,595,000 (approximately $12,700 USD) and $35,800 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $975 USD as of March 31, 2011) per customer per bank. Any amount beyond the basic insurance amount may expose the Company to loss.
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.
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 360-36-10-35-20, 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 maintenance and exploration property 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. Since the Company is unable to support continued capitalization of acquisition costs, the Company has recognized impairment charges of $742,180 and $3,935,611 for the years ended at March 31, 2011 and 2010, respectively.
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.
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 March 31, 2011.
Foreign Currency Translation
The Company’s 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 Translation 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 the 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.
Segment Information
At March 31, 2011, the accompanying consolidated balance sheet contains approximately $48,500 of cash, $26,600 of advances and accounts receivable, and $82,900 of property and equipment in a foreign country (Tanzania). Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at March 31, 2011 and 2010, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.
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.
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 Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s 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.
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment is not expected to have a material effect on the Company’s financial statements.
The Company has evaluated all other recent accounting pronouncements and determined that they would not have a material impact on the Company’s financial statements or disclosures.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
March 31, 2011
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Lake Victoria Mining Company, Inc. (An Exploration Stage Company) as of March 31, 2011 and the related statements of operations, cash flows and stockholders’ deficit for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements as of March 31, 2010, and for the year then ended, were audited by another firm of independent accountants, which expressed an audit opinion without reservation on those financial statements in its report dated July 13, 2010. Our opinion, insofar as it relates to the amounts included for the cumulative period from December 11, 2006 (Date of Inception) to March 31, 2010, is based on the reports of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Lake Victoria Mining Company, Inc. (An Exploration Stage Company) as of March 31, 2011, and the results of its operations, cash flows and stockholders’ deficit for the year then ended and accumulated for the period from December 11, 2006 (Date of Inception) to March 31, 2011 in conformity with accounting principles generally accepted in the United States.
/s/ “Manning Elliott LLP”
CHARTERED ACCOUNTANTS
Vancouver, Canada
July 14, 2011
To the Board of Directors and Stockholders of
Lake Victoria Mining Company, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheet of Lake Victoria Mining Company, Inc. (an exploration stage company) as of March 31, 2010, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lake Victoria Mining Company, Inc. as of March 31, 2010, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses and has an accumulated deficit at March 31, 2010. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BehlerMick PS
BehlerMick PS
Spokane, Washington
July 13, 2010
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US dollars)
The accompanying notes are an integral part of these consolidated financial statements
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in US dollars)
The accompanying notes are an integral part of these consolidated financial statements
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US dollars)
The accompanying notes are an integral part of these consolidated financial statements
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
(Expressed in US dollars)
The accompanying notes are an integral part of these consolidated financial statements.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
1.
Nature of Operations
Lake Victoria Mining Company, Inc. (the “Company”) was incorporated on December 11, 2006 under the laws of the State of Nevada. The Company’s 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 March 31, 2011, none of the Company’s 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 $13,442,960 incurred through March 31, 2011. The Company has no revenues. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to continue the exploration for gold and uranium. 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. The Company expects to be able to meet its necessary cash outflows for the next twelve months from working capital at March 31, 2011.
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”) and Lake Victoria Resources Company, (T) Ltd. Significant intercompany accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.
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 Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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 year ended March 31, 2010 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.
For the years ended March 31, 2011 and 2010, losses of $nil and $1,927,226 respectively, were recognized as being attributed to the non-controlling interest of the Company’s controlled subsidiary.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
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 March 31, 2011 and 2010, the Company had 45,604,901 and 13,006,651, respectively, 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 to be cash equivalents.
As of March 31, 2011 and 2010, the Company has approximately $2,234,000 and $850,435, respectively, deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank. As of March 31, 2011, the Company has Tanzania shillings of 19,595,000 (approximately $12,700 USD) and $35,800 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $975 USD as of March 31, 2011) 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 360-36-10-35-20, 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. During the years ended March 31, 2011 and 2010, management determined that the carrying amounts of mineral property acquisition costs were not recoverable and therefore, were written down to their estimated fair values of $nil. The Company has recognized impairment charges of $742,180 and $3,935,611 for the years ended at March 31, 2011 and 2010, respectively.
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.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
2.
Summary of Significant Accounting Principles (continued)
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 March 31, 2011.
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 instrument’s 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 Company’s financial instruments consist principally of cash, advances and deposits, amounts receivable, advances to related party, accounts payable, accounts payable to related party and other payables.
Pursuant to ASC 825, the fair value of cash is 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, amounts receivable, advances to related party, 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.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of March 31, 2011 as follows:
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
2.
Summary of Significant Accounting Policies (continued)
k)
Foreign Currency Translation
The Company’s 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 the 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 March 31, 2011, $82,900 of property and equipment is located in Tanzania and $20,402 in Canada. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s 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. As at March 31, 2011 and 2010, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.
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.
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 Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s 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.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
4.
Property and Equipment
At March 31, 2011 and March 31, 2010, property and equipment consisted of the following:
5.
Note Payable
On May 22, 2010, the Company signed a finance agreement for payment of insurance in the amount of $12,750 at an annual rate of 9.99% for a ten month period, payable in monthly instalments of $1,334. On October 27, 2010, the Company paid the balance in full.
6.
Other Payables
As of March 31, 2011 and 2010, one subsidiary of the Company withheld payroll deductions of $4,386 and $29,178, respectively, to conform to local tax law.
7.
Mineral Property Acquisition and Exploration Costs
On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement (the “Geo Can Agreement”) with Geo Can (a related party, see Note 3). Under the terms of the agreement Kilimanjaro acquired a 100% interest in the mineral property assets, which included 33 gold prospecting licenses and 13 uranium licenses. Included in this agreement were the Kalemela project’s licenses, Geita project’s license, Uyowa Project’s licenses and Kinyambwiga project’s license and other projects’ licences. Geo Can had entered into property option agreements, regarding some of these resource properties, with Lake Victoria before the share exchange agreement between Lake Victoria and Kilimanjaro on August 7, 2009, as a consequence Geo Can no longer has any interest in those prior property agreements.
The mineral property acquisition costs are capitalized and the carrying values are periodically assessed for impairment of value and any diminution in value. When a property reaches the development stage, the related costs will be capitalized and amortized, using the units of production method on the basis of periodic estimates of ore reserves. Costs to maintain the mineral rights and leases are expensed as incurred.
All of the Company’s 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 accumulated from inception:
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
7.
Mineral Property Acquisition and Exploration Costs (continued)
The following is a continuity of mineral property exploration costs accumulated from inception:
a)
Kalemela Gold Project
As a part of the Geo Can Agreement, Kilimanjaro owns 100% interest in the Kalemela Gold Project’s three prospecting licenses PL2747/2004, PL3006/2005 and PL2910/2004. The original three prospecting licenses have been divided and the project is now comprised of six licenses: PL2747/2004, PL3006/2005, PL2910/2004, PL5892/2009, PL5912/2009 and PL5988/2009. The Kalemela Gold Project is located within the Southeastern Lake Victoria Goldfields in Northern Tanzania in Magu District, Mwanza Region.
On March 29, 2011, the Company entered into a non-binding letter of intent with Otterburn Ventures Inc. (“Otterburn”). The Letter of Intent set out a proposal by Otterburn to acquire up to an undivided 70% interest in the Kalemela project. On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. Refer to Note 12(g). On July 8, 2011, Otterburn terminated the option and joint venture agreement. Refer to Note 12(g).
b)
Geita Project
As a part of the Geo Can Agreement, the Company owns 100% interest in the Geita project’s one prospecting license as at March 31, 2011. The original prospecting license PL2806 has been divided and the project is now comprised of two licenses: PL2806/2004 and PL5958/2009. The Geita Gold Project is located in Northern Tanzania within the Lake Victoria Goldfields in the Geita District, Mwanza Region.
On March 29, 2011, the Company entered into a non-binding letter of intent with Otterburn Ventures Inc. (“Otterburn”). The Letter of Intent set out a proposal by Otterburn to acquire up to an undivided 70% interest in the Geita project. On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. Refer to Note 12(g). On July 8, 2011, Otterburn terminated the option and joint venture agreement. Refer to Note 12(g).
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
7.
Mineral Property Acquisition and Exploration Costs (continued)
f)
Uyowa Project
As a part of the Geo Can Agreement the Company owns 100% interest in the Uyowa project’s prospecting licenses. The Uyowa Gold project consists of seven prospecting licenses.
g)
North Mara Project
During the year, there are three prospecting licenses expired. As of March 31, 2011, the North Mara Project comprised of nine prospecting licenses.
On March 29, 2011, the Company entered into a non-binding letter of intent with Otterburn Ventures Inc. (“Otterburn”). The Letter of Intent set out a proposal by Otterburn to acquire up to an undivided 70% interest in the North Mara project. On May 6, 2011, the Company entered into an option and joint venture agreement with Otterburn. Refer to Note 12(g). On July 8, 2011, Otterburn terminated the option and joint venture agreement. Refer to Note 12(g).
h)
Mbinga Project
The Mbinga Uranium Project is comprised of 3 PLs and 2 Reconnaissance Licenses. The Reconnaissance Licenses, located along the eastern shoreline of Lake Nyasa are currently under application.
As of March 31, 2011, the Company owns 100% interest of Mbinga project’s prospecting licenses.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
8.
Capital Stock (continued)
g)
	On April 15, 2010, the Company issued 85,000 restricted shares of common stock to settle debt relating to consulting and business development services provided by a consulting company. The services were valued at $34,850. The company recognized a loss on debt settlement of $7,650.
h)
On January 28, 2010, the Company opened a private placement offering a maximum of 10,473,000 units at $0.20 per unit. Each unit consisted of one share of common stock and one redeemable warrant. One redeemable warrant and payment of $1.25 entitles the holder to purchase one additional common share until January 28, 2013. The 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.
As of March 31, 2010, the Company received a total cash payment of $1,448,730 and subscription receivable of $20,000 for 7,343,650 units. As of May 19, 2010, the Company issued additional 3,129,350 units for cash of $645,870, to complete a private placement of 10,473,000 units at $0.20 per share for gross consideration of $2,094,600. The Company incurred share issuance costs of $11,500.
i)
On December 31, 2009, the Company completed a private placement of 2,701,001 units at $0.60 per unit for cash of $1,574,704, net of cost of $45,900. Each unit consists of one share of common stock and one redeemable warrant. Two redeemable warrants and payment of $1.25 entitles the holder to purchase one additional share of common stock until September 9, 2012.
j)
On December 31, 2009, the Company paid $20,000 in cash and issued 68,775 restricted shares of common stock for geological and business development services provided by a consultant and valued the services at $42,640.
k)
On November 15, 2009, the Company issued 1,450,000 restricted shares of common stock for business development services provided by a consultant and valued the services at $1,218,000.
l)
On November 5, 2009, the Company issued 456,250 restricted shares of common stock for business development services provided by consultants and valued the services at $273,750.
m)
Acquisition Issuances:
According to the share exchange agreement, Kilimanjaro, on August 7, 2009, cancelled 4,000,000 common shares held in its subsidiary, Lake Victoria, of which 3,000,000 shares were originally issued to Kilimanjaro and 1,000,000 shares to former directors on March 14, 2007, the inception of the subsidiary. Also in accordance with the share exchange agreement Kilimanjaro, on August 7, 2009, cancelled 6,350,300 common shares in its subsidiary Lake Victoria which included 2,350,300 shares issued on December 23, 2008 and 4,000,000 shares issued on February 13, 2009 to Geo Can Resources Company Ltd. that were acquired in May 2009 by Kilimanjaro.
On August 7, 2009 the Company issued 37,653,549 common shares pursuant to a share exchange agreement with Kilimanjaro. Of these shares, 24,478,300 had been issued originally by Kilimanjaro prior to December 31, 2008.
n)
Kilimanjaro Issuances:
The remaining portions of the underlying shares were issued by Kilimanjaro prior to the August 7, 2009 share exchange agreement for the following purposes:
1.
1,747,200 were issued for cash at $0.25 per share
2.
6,211,500 were issued for acquisition of mineral properties
3.
3,172,042 were issued for payment of consulting services
In January 2009, Kilimanjaro cancelled 33,600 common shares in the amount of $14,000 due to the request of an individual investor to withdraw his private placement.
o)
Lake Victoria Issuances for Non-controlling Interests:
Lake Victoria, prior to the share exchange agreement with its controlling parent company, Kilimanjaro, issued the following shares as the reporting registrant and subsidiary of Kilimanjaro:
On April 15, 2009, Lake Victoria granted 70,000 restricted common shares at a fair value of $35,000 to officers and directors. The shares were issued on August 4, 2009.
On February 13, 2009, the Lake Victoria issued 4,000,000 shares of common stock at a fair value of $1,840,000 in accordance with the January 21, 2009 Option to Purchase agreement for Geita PL 2806/2004.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
The total intrinsic value of stock options exercised during the years ended March 31, 2011, and 2010 was $nil.
The following table summarizes the continuity of the Company’s stock options:
At March 31, 2010 and 2010, the Company did not have any unvested options.
(1) As part of the acquisition effective August 7, 2009, the Company acquired 4,312,500 outstanding stock warrants of the prior subsidiary to be exercised by investors.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
9.
Stock Options and Warrants (continued)
The following table summarizes the continuity of the Company’s warrants:
The Company had the following warrants outstanding as of March 31, 2011:
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
d)
	On January 4, 2010, the Company entered into a finder’s fee agreement with Robert A. Young, The RAYA Group (“Young”) wherein we agreed to pay Young fees limited to introductions that Young makes to the Company of investors who invest in the Company’s private placements or become involved with the Company through joint venture property agreements. No Finder’s fees will be paid in connection with any introduction to any existing contacts of the Company. The fee will be 10% of the first $10,000,000 and 5% of amounts in excess of $10,000,000. The term of the finder’s fee agreement is five years.
e)
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 and the Company agreed to pay $17,500 per month for the first 12 months and $20,000 per month thereafter. The Company will grant the Consultant 300,000 stock options on November 1, 2011, 2012 and 2013.
f)
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 Company’s 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.
i.
paying $160,400 within 14 days on receipt of the notification from Tanzania Ministry of Energy and Minerals. The payment was made on April 28, 2011;
ii.
paying a total amount of $65,000 to the owner of the licenses, of which 10% is due on the closing date and 90% due on receipt of prospecting licenses. On April 28, 2011, the Company paid $6,500 to the licenses’ owner;
iii.
paying a finder’s fee of $60,000 and 800,000 common shares.
c)
On April 26, 2011, the Company entered into a consulting agreement with the CEO and President of the Company. Pursuant to the agreement, the Company agreed to pay CAD $10,000 per month for two years and grant, upon completion of twelve months services, and annually on the anniversary each and every year thereafter, an option to purchase 500,000 shares of the Company’s common stock.
d)
On April 26, 2011, the Company entered into a consulting agreement with the Chairman of the Company. Pursuant to the agreement, the Company agreed to pay $3,500 per month for two years and grant upon completion of twelve months services, and annually on the anniversary each and every year thereafter, an option to purchase 250,000 shares of the Company’s common stock.
e)
On April 26, 2011, the Company entered into an employment agreement with the Secretary and Treasurer of the Company. Pursuant to the agreement the Company agreed to pay the Secretary CAD $102,000 per year and a one time bonus of CAD $1,000.
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
12.
Subsequent Events (continued)
f)
On April 26, 2011, the Company entered into an employment agreement with the Chief Financial Officer of the Company. Pursuant to the agreement the Company agreed to pay the CFO CAD $90,000 per year and a one time bonus of CAD $1,000.
g)
On May 6, 2011, the Company entered into four option and joint venture agreements with Otterburn Ventures Inc. (“Otterburn”) (collectively the “Agreements”), pursuant to which the Company granted Otterburn the right (the “Options”) to acquire up to an undivided 70% interest in and to certain primary mining licenses and prospecting licenses owned by the Company known as the Singida Gold Project, North Mara Gold Project, Kalemela Gold Project and Geita Gold Project (collectively the “Properties”) subject to Otterburn incurring certain expenditures on the Properties, issuing a certain number of its common shares, and making certain cash payments as further outlined below. Closing of the Options is subject to the completion of a due diligence investigation of the title and environmental condition of the Properties to the satisfaction of Otterburn by May 20, 2011.
Otterburn is under no obligation to make any cash payments or issue any common shares to Lake Victoria until the satisfactory completion of the due diligence investigation, other than payment of a deposit for each Property (as described below) which is due and payable by May 13, 2011.
Otterburn may terminate the contract at any time prior to earning the 70% interest in any of the Properties. In the event of a termination of the Agreements by Otterburn, Otterburn will have no further right or interest in the Property and no further obligations under the Agreement. The Company may only terminate the Agreement if there is a default by Otterburn under the Agreement which has not been cured within the permitted time periods as further set out in the Agreements.
In the event Otterburn exercises the Options and earns a 70% interest in any Property, the parties are deemed to enter into a joint venture for further exploration and development of the Property with Otterburn holding a 70% interest and the Company holding the remaining 30% interest. As a further condition of the Agreements, Otterburn agreed to enter into an exploration services agreement with Lake Victoria Resources (T) Ltd. (“LVMC Sub”) pursuant to which LVMC Sub will be retained to perform all recommended exploration work on the Properties for an initial twelve month term from the Effective Date which includes payment of a 12% management fee to LVMC Sub for all recommended exploration work performed by LVMC Sub.
Geita Option Agreement
In the option and joint venture agreement (the “Geita Option Agreement”) between the Company and Otterburn with respect to property located in the Geita District of the Mwanza Region of the United Republic of Tanzania (the “Geita Property”), the Company agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Geita Property. Pursuant the Geita Option Agreement, in consideration for the 70% option Otterburn will: (i) make a cash payment to the Company in the amount of $20,000 on the Closing Date; (ii) make cash payments to the Company in the aggregate of up to $150,000 over a two-year period commencing on the earlier of the completion by the Company of a concurrent private placement of approximately $6,750,000 or May 13, 2011 (the “Closing Date”); (iii) allot and issue up to 600,000 common shares of Otterburn to the Company over a two year period commencing on the Closing Date; and (iv) fund working costs up to $1,570,000 on the Geita Property over a three year period commencing on the Effective Date.
Kalemela Option Agreement
In the option and joint venture agreement (the “Kalemela Option Agreement”) between the Company and Otterburn with respect to property located in the Magu District of the Mwanza Region of the United Republic of Tanzania (the “Kalemela Property”), the Company agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Kalemela Property. Pursuant the Kalemela Option Agreement, in consideration for the 70% option grant Otterburn will: (i) make a cash payment to the Company in the amount of $20,000 on the Closing Date; (ii) make cash payments to the Company in the aggregate of up to $150,000 over a two-year period commencing on the Closing Date; (iii) allot and issue up to 600,000 common shares of Otterburn to the Company over a two year period commencing on the Effective Date; and (iv) fund working costs up to $1,350,000 on the Kalemela Property over a three year period commencing on the Effective Date.
North Mara Option Agreement
In the option and joint venture agreement (the “North Mara Option Agreement”) between the Company and Otterburn with respect to property located in the Tarime District of the North Mara Region of the United Republic of Tanzania (the “North Mara Property”), the Company agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the North Mara Property. Pursuant the Mara Option Agreement, in consideration for the 70% option grant
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2011
(Expressed in US dollars)
12.
Subsequent Events (continued)
Otterburn will: (i) make a cash payment to the Company in the amount of $20,000 on the Closing Date representing all license fees paid by the Company; (ii) make cash payments to the Company in the aggregate of up to $180,000 over a two-year period commencing on the Closing Date; (iii) allot and issue up to 900,000 common shares of Otterburn to the Company over a two year period commencing on the Effective Date; and (iv) fund working costs up to $1,850,000 on the Mara Property over a three year period commencing the Effective Date.
Singida Option Agreement
In the option and joint venture agreement (the “Singida Option Agreement”) among the Company, Ahmed Abubakar Magoma and Otterburn with respect to property located in the Singida Region of the United Republic of Tanzania (the “Singida Property”), the Company and Mr. Magoma agreed to grant an exclusive option to Otterburn to acquire up to a 70% undivided interest in and to certain prospecting licenses with respect to the Singida Property divided into two option grants.
Pursuant the Singida Option Agreement, in consideration for 51% of the interest Otterburn will: (i) make a cash payment to the Company in the amount of $25,000 on the Closing Date; (ii) make cash payments to the Company in the aggregate of up to $400,000 over a two-year period commencing on the Closing Date; (iii) allot and issue up to 2,200,000 common shares of Otterburn to the Company over a two year period commencing on the Effective Date; and (iv) fund working costs up to $4,500,000 on the Singida Property over a three year period commencing on the Closing Date.
Pursuant the Singida Option Agreement, in consideration for the remaining 19% interest Otterburn will: (i) allot and issue up to 1,000,000 common shares of Otterburn to the Company on or before the sixth anniversary date from the Effective Date; (ii) fund and complete a comprehensive report on the Singida Property compliant with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects, on or before the sixth anniversary date from the Effective date and (iii) fund working costs up to $750,000 on the Singida Property over a three year period from the Effective Date.
On May 13, 2011, the Company received a cash payment of $85,000 from Otterburn. On May 25, 2011, the company received cash payment of $658,947 from Otterburn which includes the payment of $246,522 for exploration work incurred in March 2011, and 2,200,000 Otterburn common stock of shares.
On July 8, 2011, Otterburn terminated the Agreements.
h)
On May 30, 2011, the Company signed prospecting licence purchase agreements to acquire one prospecting licenses. The total consideration includes:
i.
paying $10,000 within 5 days after execution date. The payment was made on June 16, 2011;
ii.
paying a total amount of $450,000 to the owner of the license, of which $70,000 due in 2011, $170,000 due in 2012 and $200,000 due in 2013
iii.
paying a finder’s fee of $30,000 and 300,000 common shares.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
(a) On September 30, 2010, the Board of Directors of the Company dismissed by mutual agreement, BehlerMick PS, as its principal independent accountant. On October 6, 2010, the Company engaged Manning Elliott LLP as its principal independent accountant. The audit committee of the Company approved the dismissal of BehelerMick PS and the engagement of Manning Elliott LLP as its independent auditor.
BehelerMick PS’s report on the Company’s financial statements for each of the two fiscal years ended March 31, 2009 and March 31, 2010 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that such report on the Company’s financial statements contained an explanatory paragraph in respect to the substantial doubt about its ability to continue as a going concern.
During the Company’s fiscal years ended March 31, 2009 and March 31, 2010 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with BehelerMick PS on any matter of accounting principles or practices, financial statement disclosure, or audit scope and procedures, which disagreement(s), if not resolved to the satisfaction of BehelerMick PS, would have caused BehelerMick PS to make reference to the subject matter of the disagreement(s) in connection with its report.
During the Company’s fiscal years ended March 31, 2009 and March 31, 2010 and in the subsequent interim period through the date of dismissal, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.
We provided BehelerMick PS with a copy of our Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that it furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in our Current Report on Form 8-K, and if not, stating the respects with which it does not agree. A copy of the letter provided from BehelerMick PS was filed as an exhibit to our Current Report on Form 8-K, filed on October 8, 2010.
(b) During the Company’s fiscal years ended March 31, 2009 and March 31, 2010 and in the subsequent interim period through the date of appointment of Manning Elliott on October 6, 2010, the Company has not consulted with Manning Elliott LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements, nor has Manning Elliott LLP provided to the Company a written report or oral advice that Manning Elliott LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. In addition, during such periods, the Company has not consulted with Manning Elliott LLP regarding any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and our principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this annual report on Form 10-K, 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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and our 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 material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.
Management’s Report on Internal Control Over Financial Reporting
Our company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of March 31, 2011 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at March 31, 2011. The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses 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 US GAAP and SEC guidelines.
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, 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, 2011: (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 in (i) is largely dependent upon our company 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.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, 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.
Changes in Internal Control Over Financial Reporting.
There were no changes in our company’s internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
Our directors and executive officers, their ages, positions held, and duration of such, are as follows:
Business Experience
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.
David Kalenuik, President, Chief Executive Officer, and Director
Mr. Kalenuik became a director and was appointed President and Chief Executive Officer of the Company on October 7, 2010. Mr. Kalenuik has spent the last 35 years primarily as founder and owner of his own businesses. These businesses have ranged from product or service oriented to investor relations for publicly traded companies. Since December 2006, David has been actively involved with Kilimanjaro Mining Company Inc. and Lake Victoria Mining Company, Inc. in the identification, negotiation and acquisitions of mineral resource properties in Tanzania, East Africa. David as an International Businessman has extensive experience in start up operations, business development, strategic planning and management of both private and public companies. To date, he has been directly and indirectly responsible for the financing of each of the companies that he has been involved with. His previous experience includes being the President and Co-Founder of Larrearx, Inc./Larrea Biosciences Inc., a patented nutritional and health care supplements company, and, the President and Founder of Mitropolis Solutions Inc., a Vancouver based investor relations/investment banking firm that successfully financed and created public awareness programs for numerous public companies.
We believe Mr. Kalenuick is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.
Heidi Kalenuik, Secretary, Treasurer and a Director
Heidi Kalenuik, originally from South Africa, was the founder and President of Kilimanjaro Mining Company Inc., in December, 2006, a private company concentrating on resource property acquisitions, exploration and joint ventures in the United Republic of Tanzania. From March 2005 to December 2006 Ms. Kalenuik was on sabbatical. Ms. Kalenuik has been extensively involved in the precious mineral industry and has worked with over 150 private and public companies in British Columbia, Canada.
Heidi Kalenuik was appointed as an Officer and Director of Lake Victoria Mining Company in June 2008 due to her knowledge and working experience in Africa and her interest in the Company’s activities having been the President of Kilimanjaro Mining Company, now a wholly owned subsidiary of the Company. We believe Ms. Kalenuick is qualified to serve on our board of directors for the same reasons.
Roger Newell, Director
Roger Newell has been a director of our company since June 2008 and was our President, Principal Executive Officer from June 2008 to October 7, 2010. In December 2009 Dr. Newell was appointed an Independent Director of Midway Gold Corporation a Canadian public corporation that trades on both the Toronto TSX-V Exchange with symbol MDW and the US NYSE-AMEX also with symbol MDW. Midway Gold is a mineral exploration and development company with properties in the western United States.
In October 2007, Dr. Newell joined the management team as Executive Vice President and Director of Kilimanjaro Mining Company Inc. a private company involved in the acquisition and exploration of highly prospective mineral resource properties in Tanzania, East Africa. In June 2008 Mr Newell was appointed President and Director of Lake Victoria Mining Company (OTCBB; LVCA) in consideration of his history in gold exploration and mining. We believe Dr. Newell is qualified to serve on our board of directors for the same reasons.
Mr. Newell served as Vice President-Development and a Board Member of Capital Gold Corp. (NYSE-AMEX;CGC and Toronto TSX;CGC) from 2000 to September 2007. As such he was responsible for much of Capital Gold’s engineering and business development at El Chanate Gold, Mexico and continued to serve on Capital Gold Corp’s Board of Directors until November 2009. He also served as President (2000 to 2006) of Capital Gold’s Mexican subsidiary, Minera Santa Rita.
Prior to this time at Capital Gold, he served as Exploration Manager/Senior Geologist for the Newmont Mining Company; Exploration Manager for Gold Fields Mining Company; and Vice President-Development, for Western Exploration Company.
Ahmed Magoma, Director
Ahmed Magoma has a B.Sc. in geology from the University of Dar es Salaam (1992) and 16 years of experience in the mining industry, wherein he has held progressively more responsible management and supervisory roles. Mr. Magoma joined Kilimanjaro Mining Company Inc., in March of 2007, a private company involved in the acquisition and exploration of highly prospective resource properties in Tanzania, East Africa. Mr. Magoma has been a director of Geo Can Resources Company Ltd., a private company, from April 2007 to present. In addition to being a director with Kilimanjaro, Mr. Magoma is responsible for all resource property acquisitions, negotiations and property owner and government relations within Tanzania. His experience encompasses gold projects from grassroots through to mining production. His field experience included working with Tanex, a subsidiary of DeBeers and other South African companies as a field geologist. Mr. Magoma worked with the Ministry of Energy and Minerals in Tanzania for a period to learn, through study, the techniques of small-scale miners to enhance their production. Mr. Magoma has worked with major gold companies Barrick and Randgold as a project geologist and then as senior project geologist with Tanzanite Africa. From 2005 to December 2007, Mr. Magoma was the Senior Project Geologist for Tanzanite Africa Ltd., a private Africa company.
Mr. Magoma was appointed as a Director in Lake Victoria Mining Company in June 2008. He was considered for this position because of his familiarity with the Company projects and operations in Africa. His experience in the Mining Law and activities native to Tanzania were also deemed to be very valuable to the Company by acting as a Director for the Company. We believe Mr. Magoma is qualified to serve on our board of directors for the same reasons.
Ian A Shaw, Director and Chairman of the Audit Committee
Ian A. Shaw, B.Comm., C.A. - Mr. Shaw, is a graduate of Trinity College, University of Toronto (B.Comm., 1964) and obtained his Chartered Accountant designation in 1969 with Deloitte, Plender, Haskins & Sells, Toronto. In 1993, after a total of 18 years in financial positions with producing mining companies he established Shaw & Associates with the objective of providing corporate finance, regulatory reporting and compliance services to clients that are typically junior public companies in the mineral resource industry. In addition to his directorship with the Company he is currently a director of Pelangio Exploration Inc. and Chief Financial Officer of Olivut Resources Ltd., all of which are located in Canada and listed on the TSX Venture Exchange.
We believe Mr. Shaw is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.
Ming Zhu, Chief Financial Officer
Ming Zhu (B.Comm. MA) has worked along side the management team of the Company since 2006. Ming attained a Bachelor's Degree in Accounting and Finance in 1995. He has more than 10 years’ experience specializing in corporate finance and accounting. His portfolio includes working for multinational companies as their finance manager in New York and China. He worked as a financial controller for an international trading firm for 2 years before graduating from the University of Newcastle in the UK with his Master's Degree in 2003 where he majored in Financial Analysis. He worked with a Canadian CA accounting firm prior to joining our management team as the Financial Controller and a Director in Kilimanjaro Mining Company Inc., a gold and uranium exploration company that is now a wholly owned subsidiary of the Company. From August 2009, he has been serving as the Financial Controller for the Company and on October 7, 2010 became the Chief Financial Officer for the Company.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships among our directors or officers, other than David Kalenuik and Heidi Kalenuik who are husband and wife.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been involved in any of the following events during the past ten years:
1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4.
being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Code of Ethics
We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our annual report filed on Form 10-K with the SEC on June 26, 2008.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that other than as disclosed below, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
Name
Number of Late Reports Number of Transactions
Not Reported on a
Timely Basis
Failure to File
Requested Forms
David Kaleniuk 1(1) Nil
Heidi Kalenuik 1(1) Nil
Roger Newell 3(1) Nil
Ian A. Shaw
1(2)
2(1)
Nil
Nil
Ahmed Magoma 1(1) Nil
Ming Zhu 1(2) Nil
(1)
Filed a Form 4 - Statement of Changes in Beneficial Ownership late.
(2)
Filed a Form 3 - Initial Statement of Beneficial Ownership of Securities late.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The particulars of compensation paid to the following persons:
(a)
our principal executive officers during the year ended March 31, 2011;
(b)
each of our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at March 31, 2011; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at March 31, 2011,
who we collectively refer to as the “named executive officers”, for the fiscal years ended March 31, 2011 and 2010, are set out in the following summary compensation table:
(1)
David Kalenuik was appointed our President and Chief Executive Officer on October 7, 2010.
(2)
During the fiscal year ended March 31, 2011, David Kalenuik received consulting fees from our wholly owned subsidiary, Kilimanjaro Mining Company, of $53,250 in cash and deferred compensation of $750 to be paid for his services rendered
(3)
Ming Zhu was appointed our Chief Financial Officer on October 7, 2010
(4)
During the fiscal year ended March 31, 2011, Ming Zhu received accounting fees from our wholly owned subsidiary, Kilimanjaro Mining Company, of $60,000 in cash for his services rendered
(5)
During the fiscal year ended March 31, 2011, Heidi Kalenuik received management fees from our wholly owned subsidiary, Kilimanjaro Mining Company, of $98,500 in cash and deferred compensation of $3,500 to be paid for her services rendered
During the fiscal year ended March 31, 2010, Heidi Kalenuik received management fees from our wholly owned subsidiary, Kilimanjaro Mining Company, of $93,500 in cash, $12,500 in restricted common shares of our company and $85,625 in common shares of Kilimanjaro Mining Company and deferred compensation of $2,125 to be paid for her services rendered.
(6)
On April 15, 2009, Heidi Kalenuik received 25,000 restricted common shares with a value of $12,500. The shares were valued at $0.50 per share, which was the closing price of our common shares on April 15, 2009. In June 2009, our wholly owned subsidiary, Kilimanjaro Mining Company, granted 342,500 shares of its common stock to her with a value of $85,625. These shares were valued at $0.25 per share, which was the offering price of the private placement conducted by Kilimanjaro Mining Company in May 2009.
(7)
Roger Newell resigned as our President, Chief Executive Officer and Chief Financial Officer on October 7, 2010.
(8)
During the fiscal year ended March 31, 2011, Roger Newell received $85,000 in cash from our wholly owned subsidiary, Kilimanjaro Mining Company for his geological professional service rendered. During the fiscal year ended March 31, 2010, Roger Newell provided geological professional service to our wholly owned subsidiary, Kilimanjaro Mining Company. He received $81,000 in cash, $12,500 in restricted common shares of our company and $12,500 in common shares of Kilimanjaro Mining Company and deferred compensation of $27,500 to be paid for his services rendered.
(9)
On April 15, 2009, Roger Newell received 25,000 restricted common shares with a value of $12,500. The shares were valued at $0.50 per share, which was the closing price of our common shares on April 15, 2009. In June 2009, our wholly owned subsidiary, Kilimanjaro Mining Company, granted 50,000 shares of its common stock to Mr. Newell with a value of $12,500. These shares were valued at $0.25 per share, which was the offering price of the private placement conducted by Kilimanjaro Mining Company in May 2009.
(10)
On October 21, 2010, the Company passed a resolution to grant 3,580,000 stock options to six directors and officers at an exercise price of $0.45 per share which will expire on October 21, 2013. David Kalenuik was granted 1,000,000 options with a fair value of $437,000, Heidi Kalenuik was granted 840,000 options with a fair value of $367,080, Roger Newell was granted 840,000 options with a fair value of $367,080 and Ming Zhu was granted 200,000 options with a fair value of $87,400. 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 0.52%; expected life of three years; and volatility of 170%.
Employment Contracts
Roger Newell provided management and geological consulting services to the Company in consideration of which the Company paid Mr. Newell a consulting fee of $10,000 per month for the period from April 1, 2010 to September 30, 2010 and $3,500 per month from October 1, 2010 to March 31, 2011. The consulting agreement was on a month to month basis with no formal contract and the payment was made by our wholly owned subsidiary company, Kilimanjaro Mining Company Inc. During the year ended March 31, 2011 an aggregate of $81,000 was paid to Mr. Newell. The consulting agreement terminated on the resignation of Mr. Newell on October 7, 2010. On April 26, 2011, the Company entered into a consulting agreement with Roger Newell, pursuant to which the Company engaged Mr. Newell to, among other things: provide the services to the corporate management, reporting to the president and subsequently to the board of directors including without limiting the generality of the foregoing, reviewing and editing technical data/press releases, finding and assessing new projects and assisting in investor relations, corporate presentations and financing requirements. As consideration for the performance of his consulting services under the agreement, the Company agreed to pay Mr. Newell USD$3,500 per month commencing April 1, 2011, plus applicable taxes. Contingent upon Mr. Newell executing the consulting agreement and as part of the consideration for Mr. Newell’s services, the Company agreed to grant Mr. Newell upon the completion of twelve (12) months of April 26, 2011 and annually on the anniversary each and every year that follows, during Mr. Newell’s continuous consulting, an option to purchase 250,000 shares of the Company’s restricted common stock. The consulting agreement is for a term of two years and may be renewed at the option of the Company by giving 30 days written notice prior to the expiry of the initial term.
Heidi Kalenuik provided administrative and management consulting services to the Company in consideration of which the Company paid Mrs. Kalenuik a consulting/management fee of $8,500 per month. The consulting agreement was on a month to month basis with no formal contract and the payment was made by our wholly owned subsidiary company, Kilimanjaro Mining Company Inc. During the year ended March 31, 2011 an aggregate of $98,500 were paid and $3,500 are to be paid to Mrs. Kalenuik. On April 26, 2011, the Company entered into an employment letter agreement with Heidi Kalenuik, pursuant to which the Company employed Mrs. Kalenuik to, among other things: carry out the duties and responsibilities of the position of Secretary, Treasurer and Supervisor of Operations of the Company. As consideration for the performance of her duties under the employment letter agreement, the Company agreed to pay Mrs. Kalenuik CDN$102,000 (approximately US$107,017) per year commencing April 1, 2011. Mrs. Kalenuik is also entitled to receive a one-time bonus in the amount of CDN$1,000 (approximately US$1,049).
On April 26, 2011, the Company entered into a consulting agreement with David Kalenuik, pursuant to which the Company engaged Mr. Kalenuik to, among other things: provide the services of corporate management, reporting to the board of directors including without limiting the generality of the foregoing, hiring other managers and employees as required, finding new projects and assisting in financing requirements. As consideration for the performance of his consulting services under the agreement, the Company agreed to pay Mr. Kalenuik CDN$10,000 (approximately US$10,492) per month commencing April 1, 2011, plus applicable taxes. Contingent upon Mr. Kalenuik executing the consulting agreement and as part of the consideration for Mr. Kalenuik’s services, the Company will grant Mr. Kalenuik upon the completion of twelve (12) months of April 26, 2011 and annually on the anniversary each and every year that follows, during Mr. Kalenuik’s continuous consulting, an option to purchase 500,000 shares of the Company’s restricted common stock. The consulting agreement is for a term of two years and may be renewed at the option of the Company by giving 30 days written notice prior to the expiry of the initial term.
Effective April 26, 2011, the Company entered into an employment letter agreement with Ming Zhu, pursuant to which the Company employed Mr. Zhu to, among other things: carry out the duties and responsibilities of the position of Chief Financial Officer of the Company. As consideration for the performance of his duties under the employment letter agreement, the Company agreed to pay Mr. Zhu CDN$90,000 (approximately US$94,427) per year commencing April 1, 2011. Mr. Zhu is also entitled to receive a one-time bonus in the amount of CDN$1,000 (approximately US$1,049).
Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.
Resignation, Retirement, Other Termination, or Change in Control Arrangements
We have no plans or arrangements in respect of remuneration received or that may be received by our directors or executive officers to compensate such directors or officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each executive officer certain information concerning the outstanding equity awards as of March 31, 2011.
(1) David Kalenuik was appointed our President and Chief Executive Officer on October 7, 2010.
(2)
Ming Zhu was appointed our Chief Financial Officer on October 7, 2010.
(3)
Roger Newell resigned as our President, Chief Executive Officer and Chief Financial Officer on October 7, 2010.
Aggregated Options Exercised in the Year Ended March 31, 2011 and Year End Option Values
There were no stock options exercised during the year ended March 31, 2011.
Repricing of Options/SARS
We did not reprice any options previously granted during the year ended March 31, 2011.
Director Compensation
The following table sets forth the compensation for each director who is not a named executive officer for the fiscal year ended March 31, 2011:
(1)
Mr. Ahmed Magoma is a director of the Company and its two subsidiaries, Kilimanjaro Mining Company Inc. and Lake Victoria Resources (T) Limited and he is an employee of Lake Victoria Resources (T) Limited. During the fiscal year ended March 31, 2011, he received total director’s fee of $12,000 from the Company. During the fiscal year ended March 31, 2011, Ahmed was paid salary of $73,135 from Lake Victoria Resources (T) Limited; his monthly gross pay was $6,095.
(2)
Mr. Ian A. Shaw was appointed as a director of the Company on April 8, 2010.
We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of July 13, 2011, there were 97,485,733 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.
(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2)
The percentage of class is based on 97,485,733 shares of common stock issued and outstanding and as of July 13, 2011.
(3)
Includes 720,000 shares of the Company held directly, 16,186,000 shares held by Heidi Kalenuik, the spouse of David Kalenuik and 15,000 shares held by their children. Also includes 1,000,000 shares of the Company acquirable on exercise of options held directly, 840,000 shares of the Company acquirable on exercise of options held indirectly by Heidi Kalenuik and 375,000 shares of the Company acquirable on exercise of warrants held indirectly by Heidi Kalenuik within 60 days of the date hereof.
(4)
Includes 16,186,000 shares of the Company held directly, 720,000 shares held by David Kalenuik, the spouse of Heidi Kalenuik and 15,000 shares held by their children. Also includes 840,000 shares of the Company acquirable on exercise of options held directly, 1,000,000 shares of the Company acquirable on exercise of options held indirectly by David Kalenuik and 375,000 shares of the Company acquirable on exercise of warrants held directly within 60 days of the date hereof.
(5)
Includes 200,000 shares of the Company acquirable on exercise of options and 250,000 shares of the Company acquirable on exercise of warrants within 60 days of the date hereof.
(6)
Includes 840,000 shares of the Company acquirable on exercise of options and 570,000 shares of the Company acquirable on exercise of warrants within 60 days of the date hereof.
(7)
Includes 500,000 shares of the Company acquirable on exercise of options within 60 days of the date hereof.
(8)
Includes 200,000 shares of the Company acquirable on exercise of options and 550,000 shares of the Company acquirable on exercise of warrants within 60 days of the date hereof.
(9)
Includes 3,580,000 shares of the Company acquirable on exercise of options and 1,745,000 shares of the Company acquirable on exercise of warrants within 60 days of the date hereof.
Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Except as noted below, none of the following parties has, since commencement of our fiscal year ended March 31, 2010, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our company’s total assets for the last two completed financial years:
(i)
Any of our directors or officers;
(ii)
Any person proposed as a nominee for election as a director;
(iii)
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
(iv)
Any of our promoters; and
(v)
Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.
Related Party Transactions and Balances:
a)
Prior to incorporation of the Company’s wholly-owned subsidiary in Tanzania, the Company contracted with Geo Can Resources Company Ltd (Geo Can), a related company with Ahmed Magoma, a shared common director, to perform exploration services on all of the properties. As of March 31, 2011, the Company owed $620,523 (2010 - $700,523) to Geo Can for exploration services provided. The amounts are non-interest bearing, unsecured and due on demand. The Company, through its subsidiary Kilimanjaro Mining Company, advanced funds to Geo Can Resources Company to find mineral property interests in Tanzania. As of March 31, 2011 and 2010, the Company had advanced $499,043 to Geo Can. The advances bear no interest, are unsecured and are due on demand. The unencumbered funds advanced to Geo Can would be refundable to the Company. The advances have not been offset against payables nor had any encumbrances been reported to the Company.
b)
At March 31, 2011, the Company owed $750 (2010 - $nil) of consulting fees to the President of the Company. During the twelve months ended March 31, 2011, the Company incurred $54,000 (2010 - $46,084) of consulting fees to the President of the Company.
c)
At March 31, 2011, the Company owed $3,500 (2010 - $nil) of management fees to Heidi Kalenuik, a director of the Company. During the twelve months ended March 31, 2011, the Company incurred $102,000 (2010 - $155,750) of management fees to the director.
Director Independence
Our common stock is quoted on the OTC bulletin board interdealer quotation system, which does not have director independence requirements. Under NASDAQ rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. David Kaleniuk is our president and chief executive officer, Heidi Kalenuik is our secretary and treasurer and Ahmed Magoma is an employee of subsidiary of the Company and therefore are not considered independent. Messrs. Newell and Shaw are considered to be independent as they are not officers or employees of our company.
Audit Committee and Charter
Our audit committee consists of our entire board of directors. One of our directors, Ian Shaw is independent and is the designated Chair of the Committee when it is constituted. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter was filed with the Securities and Exchange Commission on June 26, 2008 with our Form 10-K.
Audit Committee Financial Expert
The Board has determined that the Chairman of the Audit Committee, Ian A. Shaw, qualifies as “audit committee financial expert” as defined by the SEC and also meets the additional criteria for independence of Audit Committee members set forth in Rule 10A-3(b)(l) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was filed with the Securities and Exchange Commission on June 26, 2008 our Form 10-K.
National Instrument 58-101
We are a reporting issuer in the Province of British Columbia. National Instrument 58-101 of the Canadian Securities Administrators requires our company, as a venture issuer, to disclose annually in our annual report certain information concerning corporate governance disclosure.
Board of Directors
Our board of directors currently consists of Roger A Newell, David Kalenuik, Heidi Kalenuik, Ian A. Shaw and Ahmed A. Magoma. We have determined that Mr. Kalenuik, Mrs. Kalenuik and Mr. Magoma are not independent as that term is defined in National Instrument 52-110 due to the fact that they are directors, officers and employees of our company. Messrs. Newell and Shaw are independent.
Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in Canada and the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards. The board is also responsible for:
selecting and assessing members of the board;
choosing, assessing and compensating the chief executive officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;
reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;
ensuring the integrity of our company’s internal control and management information systems;
approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and
reviewing and approving any other issues which, in the view of the board or management, may require board scrutiny.
Directorships
The following directors are also directors of other reporting issuers (or the equivalent in a foreign jurisdiction), as identified next to their name:
Orientation and Continuing Education
We have an informal process to orient and educate new members to the board regarding their role on the board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements.
The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.
Nomination of Directors
The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.
Assessments
The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The aggregate fees billed for the completed fiscal years ended March 31, 2011 and 2010 for professional services rendered by Manning Elliott LLP for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
The aggregate fees billed for the completed fiscal years ended March 31, 2011 and 2010 for professional services rendered by BehlerMick PS for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
In the above tables, “audit fees” are fees billed by our company’s external auditors for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditors for products and services not included in the foregoing categories.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
The board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and BehlerMick PS and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.
PART IV. OTHER INFORMATION
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /s/ David Kalenuik
David Kalenuik
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Date: July 14, 2011
By /s/ Ming Zhu
Ming Zhu
Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
Date: July 14, 2011
By /s/ Heidi Kalenuik
Heidi Kalenuik
Director
July 14, 2011
By /s/ Roger A. Newell
Roger A. Newell
Director
July 14, 2011
By /s/ Ahmed A. Magoma
Ahmed A. Magoma
Director
July 14, 2011
By /s/ Ian A. Shaw
Ian A. Shaw
Director
July 14, 2011