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| LVCA.OB > SEC Filings for LVCA.OB > Form 10-Q on 12-Aug-2011 | All Recent SEC Filings |
12-Aug-2011
Quarterly Report
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.
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.
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.
(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.
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
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[[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.
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
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* Phase 2. Trench will only be dug and sampled in bedrock saprolite beneath mbuga.
If Mbuga is >3m deep - no Trench/pit
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.
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
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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).
[[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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