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LVCA.OB > SEC Filings for LVCA.OB > Form 10-Q on 12-Aug-2011All Recent SEC Filings

Show all filings for LAKE VICTORIA MINING COMPANY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for LAKE VICTORIA MINING COMPANY, INC.


12-Aug-2011

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

º risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;

º risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;

º mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

º the potential for delays in exploration activities;

º risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;

º risks related to commodity price fluctuations;

º the uncertainty of profitability based upon our limited history;

º risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;

º risks related to environmental regulation and liability;

º risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;

º risks related to tax assessments;

º political and regulatory risks associated with mining development and exploration; and

º other risks and uncertainties related to our mineral property and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", the "Company" and "Lake Victoria" mean Lake Victoria Mining Company, Inc., and our wholly owned subsidiaries Kilimanjaro Mining Company, Inc. and Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd. and Jin 179 Company Tanzania Ltd., unless otherwise indicated.

Recent Corporate Developments

Since the commencement of our first quarter ended June 30, 3011, we experienced the following significant corporate developments:

1. 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.

2. 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.

3. 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.

4. 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.


5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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"). On May 20, 2011 Otterburn paid the initial cash payment of US$497,423 and completed the issuance of 2,200,000 common shares to Lake Victoria.

On July 8, 2011, Otterburn Ventures Inc. ("Otterburn") exercised its rights to terminate four option and joint venture agreements. 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; and (ii) Otterburn, Lake Victoria Resources (T) Ltd., our wholly-owned subsidiary, and agreed 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.

Pursuant to share purchase agreements dated July 22, 2011, the Company agreed to sell an aggregate of 2,200,000 of common shares of Otterburn Ventures Inc. to private purchasers unrelated to the Company at a price of $0.10 per share on September 22, 2011.


12. On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses on Uyowa project. Total consideration includes:

(a) paying $20,000 within 7 days after execution date. The payment was made on July 21, 2011;

(b) paying a total amount of $470,000, of which $70,000 due in 2012, $360,000 due in 2013 and $40,000 due in 2014; and

(c) Royalty may be purchased at any time by paying $250,000 per Primary Mining License.

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 34 Prospecting Licenses (PLs) and 88 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 3,243 square kilometers (801,260 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 and we have relied upon the sale of our securities to fund operations. To date, we have not discovered a commercially viable ore body, mineral deposit or mineral reserve on any of our properties and we will be unable to do so until further exploration is done and a comprehensive evaluation concludes an economic and legal feasibility study.

Our property portfolio is large, therefore we may interest other companies in our properties to either participate by means of option or joint venture agreements in the exploration of them or to finance and establish production if mineralization is found.

Prospective Gold Projects

The following is a brief overview of 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 three months ended June 30, 2011, our exploration work was primarily concentrated on the Singida, Musoma Bunda Murangi, Uyowa, North Mara and Handeni gold projects.

Musoma Bunda Murangi Gold Project

The Musoma Bunda Murangi Gold Project is comprised of three (3) Prospecting Licenses (PLs) that are located on the eastern side of Lake Victoria. All three licenses lie within the Musoma-Mara Greenstone belt and cover a combined area of 155.74 square kilometers in the northeast of the United Republic of Tanzania, East Africa, close to the southeast shore of Lake Victoria.

Musoma, located 30 kilometers 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 kilometers to the east of the Kinyambwiga license.

Exploration Strategy

During this reporting period, exploration work has largely been focused on the Kinyambwiga and Suguti licenses.


Kinyambwiga PL4653/2007

Exploration has been focused around Kanunga 1 Prospect. A number of Schlumberger N-S profiles have been undertaken to the east and west of Kanunga 1 in an attempt to trace the strike of the mineralized ENE-WSW quartz vein. Results of the survey have identified at least 2 distinct chargeability anomalies that appear consistent with the strike of the known structure (Map 1). However, subdued to poor resistivity anomalies are noted across each of the profiles.

Table 1: Summary of Schlumberger VES profiles planned across Kanunga 1 Prospect

From To Target Section Easting Northing Northing Length

               Kanunga East 581940E 582900  9776900  9777200    300
               Kanunga East 582100E 582900  9776900  9777300    400
               Kanunga East 582420E 582420  9776950  9777350    400
               Kanunga East 582900E 582900  9777000  9777400    400
               Kanunga East 583220E 583220  9776650  9777050    400
               Kanunga East 583400E 583400  9777260  9777660    400
               Kanunga West 580660E 580660  9776500  9776900    400
               Kanunga West 580500E 580500  9776450  9776850    400
               Kanunga West 580340E 580340  9776400  9776800    400
               Kanunga West 580180E 580180  9776350  9776750    400
               Kanunga West 579540E 579540  9776150  9776550    400
               Kanunga West 579220E 579220  9775930  9776330    400
               Kanunga West 579220E 579220  9776600  9777000    400
               Kanunga West 578900E 578900  9776600  9777000    400


Map 1: Plan showing the location of the Schlumberger IP profiles across the interpolated mineralized structure of Kanunga 1.

[[Image Removed]]

Follow-up investigation into a number of soil anomalies ranging from 80 ppb to 1,260 ppb gold that occur in the eastern part of the license, east of Kanunga 1 was undertaken. These anomalies were found to lie within the boundary of Kanunga School. Each of the sample positions was re-sampled to check the authenticity of the results. Additional infill samples on 25 meter centers were collected between the existing sample positions. An infill soil sampling program on a 100 meter x 25 meter grid was completed across the anomaly.

Similarly, follow-up investigations of the soil anomalies to the west of Kanunga 1 were also completed at Target 3. These soil anomalies lie approximately 300 meters east from a circular magnetic structure, interpolated to represent an intrusive body. No outcrop is present but the topography is noted to be slightly raised above the surrounding plains.

A soil sampling program is in progress across the IP anomalies as defined by the Schlumberger VES profiles west of Kanunga 1. All samples are planned to be sieved and submitted to SGS laboratory for gold analysis by Aqua Regia.


Table 2: Trench Results

Trench No Target  Phase 1              Phase 2  Interval Sample      Mbuga Depth  Reference Intersections
 KANUNGA 1 EAST             From         To       (m)            Expected Actual
                   Orientation pit     Trench                      (m)      (m)
                  Easting Northings   Northings
  KNT52      1    581980   9776994     9777000     6        3       5             KNRAB-051 6m@0.36g/t Au
  KNT53      1    582047   9776996     9777010     14       7       2             KNRAB-052 1m@1.76g/t Au


                                               0      0                            6m@0.23g/t Au
                                               0      0                            1m@0.45g/t Au
 KNT54    1      582094    9776998   9777006   8      4      5           KNRAB-053 3m@1.44g/t Au
 KNT55    2      583136    9777036   9777046   10     5      4           KNRAB-067 2m@3.48g/t Au
 KNT56    2      583240    9777006   9777014   8      4      4           KNRAB-069 3m@0.64g/t Au
 KNT57    2      583344    9776996   9777002   6      3      3           KNRAB-071 6m@0.84g/t Au
 KNT58    2      583388    9776994   9777006   12     6      5           KNRAB-072 11m@1.32g/t Au
 KNT59    2      583294    9777200   9777210   10     5      3           KNRAB-075 3m@1.80g/t Au
 KNT60    2      582546    9776596   9776606   10     5      4           KNRAB-020 2m@0.71g/t Au
 KNT61    2      581784    9776594   9776604   10     5      1           KNRAB-005 27m@0.27g/t Au
                                               94
Total samples (50gm Fire                              47
Assay)
Infill
 Soil
samples
Kanunga   1      582050    9777020   9777150  130     14                   Soil     10 m spacing
  1 E
Kanunga   1      582050    9776936   9776996   60     7                    Soil     10 m spacing
  1 E
Kanunga   2      582900    9776800   9777000  200     9                    Soil     25 m spacing
  1 E
Kanunga   2      582800    9776800   9777000  200     9                    Soil     25 m spacing
  1 E
Kanunga   2      583100    9776875   9777100  225     10                   Soil     25 m spacing
  1 E
Kanunga   2      583200    9777025   9777175  150     7                    Soil     25 m spacing
  1 E
Kanunga   2      583300    9776950   9777225  275     12                   Soil     25 m spacing
  1 E
Kanunga   2      583400    9776975   9777275  300     13                   Soil     25 m spacing
  1 E
Kanunga   3      579200    9776750   9776975  225     10                   Soil     25 m spacing
  1 W
Kanunga   3      579100    9776750   9776975  225     10                   Soil     25 m spacing
  1 W
Kanunga   3      579300    9776800   9777000  200     9                    Soil     25 m spacing
  1 W
Kanunga   3      583220    9776720   9776740   20     3                     IP      10m spacing
  1 W
Kanunga   3      583220    9776810   9776840   30     4                     IP      10m spacing
  1 W
Kanunga   3      585740    9777960   9778000   40     5                     IP      10m spacing
  1 W
Kanunga   3      585740    9778060   9778100   40     5                     IP      10m spacing
  1 W
Kanunga   3      579540    9776610   9776640   30     4                     IP      10m spacing
  1 W
Kanunga   3      579540    9776740   9776780   40     5                     IP      10m spacing
  1 W
Kanunga   3      579540    9776840   9776880   40     5                     IP      10m spacing
  1 W
Kanunga   3      582100    9777030   9777120   90     10                    IP      10m spacing
  1 W
Kanunga   3      581940    9777130   9777170   40     5                     IP      10m spacing
  1 W
Kanunga   3      580820    9776940   9776980   40     5                     IP      10m spacing
  1 W
Kanunga   3      580500    9776540   9776580   40     5                     IP      10m spacing
  1 W
Kanunga   3      580500    9776660   9776700   40     5                     IP      10m spacing
  1 W
Kanunga   3      580340    9776460   9776520   60     7                     IP      10m spacing
  1 W
Kanunga   3      580340    9776560   9776570   10     2                     IP      10m spacing
  1 W
Kanunga   3      580340    9776620   9776660   40     5                     IP      10m spacing
  1 W

Total Soil samples (50gm 185 Aqua Regia)

* Phase 2. Trench will only be dug and sampled in bedrock saprolite beneath mbuga.

If Mbuga is >3m deep - no Trench/pit


Sample on 2m composite channels and sample any quartz veins separately - 50 gm Fire assay

A Pitting and trenching program is currently underway east of Kanunga 1.

Map 2: Kanunga 1 East showing anomalous soil and RAB intersections

[[Image Removed]]

Orientation pits have first been dug to establish the depth of the "mbuga" cover over the position of the mineralized intersection. In all cases the "mbuga" cover is less than 3 meters thick allowing a number of short N-S trenches to be excavated across the anomaly.

Trenching has encountered granite and, in one section, a non-magnetic diabase dyke. Channel samples collected on 2 meter composites are planned to be submitted to SGS Laboratory for 50gm gold fire assays.

Once the Rotary Air Blast (RAB) drill hole anomalies have been confirmed, a number of longer trenches will be planned to map out the extent of the mineralized zones.

Suguti (PL3966/2006)

Exploration work has commenced on the Suguti PL. Gradient IP surveys have been partly completed across the PL. Mapping and soil sampling programs have been completed over "non-mbuga" covered in the northern and southern parts of the Suguti License. Soil sampling has been conducted on a 400 meter x 50 meter grid in which a total of 544 samples, including 26 blank samples, have been collected and analyzed by SGS Laboratory, Mwanza using Aqua Regia (Table 5).

A total of 544 samples have been collected from the Suguti project of which includes 26 blank samples.


Table 3: Statistical summary of soil sample results collected at Suguti PL

Range (ppb Au) Samples Blanks Outstanding assays

                      <10         354     21
                     10-20        83      4
                     20-30        53      1
                     30-40         5
                     40-50         2
                      >50          1
                     Total        498     26           20

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 Fault. Granite, containing magnetite, occurs as a hill in the northern part of the license. The granite/greenstone contact is masked by coarse textured laterite consisting of laterised basaltic and quartz fragments. The underlying greenstone rocks have been intensely sheared and iron stained along to the NW-SE trending granite contact. Brick-red soils make up the NE part of the license before being masked by the overlying "mbuga" further south. A number of low order threshold soil anomalies, attaining a maximum of 50 ppb gold, appear to form at least three NE trending parallel zones of up to 2.5 kilometers strike length (Target 1). A coincident IP anomaly underlies the soil anomaly (Map 3).


Map 3: Residual Gradient IP map of the Suguti North Prospect showing soil anomalies and proposed Schlumberger VES surveys across Targets 1 and 2.

[[Image Removed]]

A reconnaissance examination has been made on the north-western side of the license at Target 2. A single artisanal pit is present on a NW-SE trending narrow quartz vein within felsite rocks. A number of low order threshold soil anomalies occur in the vicinity and these anomalies may reflected an intersection of two NE and NW trending lineaments.

Banded Iron Formations in the southern part of the property, form topographic highs about 300 meters above the plains, have yet to be examined. However, no coherent anomalies other than a single point value of 160 ppb gold and a single line anomaly of 20 ppb gold was obtained from the soil sampling program. Field investigation is required before any follow-up exploration is proposed.

The following exploration work is planned for the forthcoming quarter:

i. Infill Soil Sampling Infill soil sampling on 25 meter centers along the existing soil sample traverses has recently been completed in order to better define the soil anomalies both at Target 1 and 2 (Table 4). A total of 112 samples are currently . . .

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