UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K/A
(Amendment No. 1)
[ x ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2011
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to
__________________
Commission file number
000-53291
LAKE VICTORIA MINING COMPANY,
INC.
(Exact name of registrant as specified in its
charter)
Nevada
|
Not Applicable
|
State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization
|
Identification No.)
|
Suite 810 675 West Hastings Street
Vancouver,
British Columbia, Canada V6B 1N2
(Address of principal executive
offices, including zip code)
604.681.9635
(telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class
|
Name of each Exchange on which registered
|
Nil
|
N/A
|
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $0.00001 per
share
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
YES
[ ]
NO
[ x ]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act:
YES
[ ]
NO
[ x
]
Indicate by check mark whether the registrant(1) has filed all
reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 day.
YES
[ x ]
NO
[ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule405 of Regulation S-T (§229.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
YES
[ ]
NO
[ ]
Not Applicable
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 if the
Exchange Act.
Large Accelerated Filer
[ ]
|
Accelerated Filer
[ ]
|
Non-accelerated Filer
[ ]
|
Smaller Reporting Company
[ x ]
|
(Do not check if a smaller reporting company)
|
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
YES
[ ]
NO
[ x ]
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter: $17,791,979 based on a price of $0.34 per share, being
the closing price of the registrants common stock as quoted on the OTC Bulletin
Board on September 30, 2010.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable date.
97,485,733 shares of common stock as of July 13, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).
Not Applicable
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the annual report on Form 10-K for the fiscal year ended March 31, 2011, of Lake Victoria Mining Company, Inc. (the “Company”) which was originally filed with the Securities and Exchange Commission on July 14, 2011 (the “Original Filing”) is being filed for the following purposes:
-
To replace in the Amendment with the audit report of BehlerMick PS dated on July 13, 2010 previously issued on Form 10-K for the fiscal year ended March 31, 2010 to cover the cumulative period from December 11, 2006(inception) to March 31, 2010.
-
To include in the Amendment the amended audit report of Manning Elliott LLP which has been revised to cover the cumulative period from December 11, 2006 (inception) to March 31, 2011.
Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in any Item of the Original Filing or reflect any events that have occurred after the Original Filing was filed. The filing of this Amendment shall not be deemed an admission that the Original Filing, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.
TABLE OF CONTENTS
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.
|
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
|
March 31, 2011
|
F-1
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 consolidated balance sheet of Lake Victoria Mining Company, Inc. (An Exploration Stage Company) as of March 31, 2011 and the related consolidated statements of operations, cash flows and stockholders’ equity for the year then ended and the period from December 11, 2006 (Date of Inception) to March 31, 2011. 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 and the period from December 11, 2006 (Date of Inception) to March 31, 2010, were audited by another firm of independent accountants, which expressed an unqualified audit opinion on those financial statements in its report dated July 13, 2010. Our opinion on the consolidated statements of operations, cash flows and stockholders’ equity (deficit) for the period from December 11, 2006 (Date of Inception) to March 31, 2011, insofar as it relates to the amounts for prior periods through March 31, 2010, is based on the reports of the other auditors. The predecessor auditor has not reissued its reports because the firm has ceased its operations.
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 consolidated 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 equity (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
F-2
To the Board of Directors and Stockholders of
Lake Victoria
Mining Company, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1
We have audited the accompanying consolidated balance sheets of
Lake Victoria Mining Company, Inc. (an exploration stage company) as of March
31, 2010 and 2009, and the related consolidated statements of operations,
stockholders equity (deficit) and cash flows for the years then ended and for
the period from December 11, 2006 (inception) to March 31, 2010. These
consolidated financial statements are the responsibility of the Companys
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 Companys 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. 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, 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 2009, and the
results of their operations and their cash flows for the years then ended and
for the period from December 11, 2006 (inception) to March 31, 2010, 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.
BEHLERMICK PS
BehlerMick PS
Spokane, Washington
July 13, 2010
____________________
1
This is a copy of auditor’s report dated on July 13, 2010 previously issued on the Company’s Form 10-K for the fiscal year ended March 31,2010. The predecessor auditor has not reissued its reports because the firm
has ceased its operations.
PCAOB Section 9508 - Reports on Audited Financial
Statements: Auditing Interpretations of Section 508 and the Division of Corp Fin
- Reporting Manual 4820 Accountants Inability to Reissue Reports [AU 9508,
Interpretation 15; Regulation C, Rule 437]
F-3
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Consolidated Balance Sheets
|
(Expressed in US dollars)
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
2,282,902
|
|
|
955,401
|
|
Advances and deposits (Note 3(g))
|
|
32,684
|
|
|
4,224
|
|
Amounts receivable (Note 7)
|
|
256,968
|
|
|
|
|
Advances to related party (Note 3)
|
|
499,043
|
|
|
499,043
|
|
Total Current Assets
|
|
3,071,597
|
|
|
1,458,668
|
|
Property and
Equipment (Note 4)
|
|
103,302
|
|
|
100,864
|
|
Total Assets
|
|
3,174,899
|
|
|
1,559,532
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accounts payable
|
|
212,721
|
|
|
99,736
|
|
Accounts payable to related party (Note 3)
|
|
624,773
|
|
|
700,523
|
|
Acquisition liabilities
|
|
|
|
|
61,482
|
|
Accrued expenses
|
|
119,540
|
|
|
|
|
Other payables (Note 6)
|
|
4,386
|
|
|
29,178
|
|
Total Liabilities
|
|
961,420
|
|
|
890,919
|
|
|
|
|
|
|
|
|
Commitments (Note 11)
|
|
|
|
|
|
|
Subsequent Events (Note 12)
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
Preferred Stock, 100,000,000 shares
authorized, $0.00001 par value;
No shares issued and outstanding (Note
8)
|
|
|
|
|
|
|
Common Stock, 250,000,000 shares authorized, $0.00001 par
value;
96,346,900 shares issued and outstanding (2010 - 67,871,225)
(Note 8)
|
|
964
|
|
|
679
|
|
Additional Paid-in Capital
|
|
15,620,475
|
|
|
9,110,183
|
|
Subscription Receivable
|
|
|
|
|
(20,000
|
)
|
Common Stock and Warrants Issuable (Notes
8(b))
|
|
35,000
|
|
|
|
|
Deficit
Accumulated During the Exploration Stage
|
|
(13,442,960
|
)
|
|
(8,422,249
|
)
|
Total Stockholders Equity
|
|
2,213,479
|
|
|
668,613
|
|
Total Liabilities
and Stockholders Equity
|
|
3,174,899
|
|
|
1,559,532
|
|
The accompanying notes are an integral part of these consolidated
financial statements
F-4
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Consolidated Statements of Operations
|
(Expressed in US dollars)
|
|
|
|
|
|
|
|
|
Accumulated From
|
|
|
|
For the
|
|
|
For the
|
|
|
December 11, 2006
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
(Date of Inception) to
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
24,221
|
|
|
10,727
|
|
|
38,102
|
|
Exploration costs (Note 7)
|
|
1,194,934
|
|
|
803,810
|
|
|
3,012,912
|
|
General and administrative
|
|
432,154
|
|
|
1,455,998
|
|
|
2,100,981
|
|
Impairment of mineral property
acquisition costs (Note 7)
|
|
742,180
|
|
|
3,935,611
|
|
|
11,143,091
|
|
Management and director fees
|
|
102,000
|
|
|
198,017
|
|
|
524,017
|
|
Professional and consulting
fees
|
|
831,947
|
|
|
1,455,922
|
|
|
3,295,619
|
|
Stock-based compensation (Note 9)
|
|
1,593,989
|
|
|
|
|
|
1,593,989
|
|
Travel and accommodation
|
|
22,511
|
|
|
114,842
|
|
|
332,631
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
4,943,936
|
|
|
7,974,927
|
|
|
22,041,342
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
(4,943,936
|
)
|
|
(7,974,927
|
)
|
|
(22,041,342
|
)
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
Gain on long-term investments
|
|
|
|
|
10,000
|
|
|
5,000
|
|
Foreign exchange loss
|
|
(15,612
|
)
|
|
(70,153
|
)
|
|
(85,764
|
)
|
Interest income
|
|
3,112
|
|
|
1,133
|
|
|
8,587
|
|
Interest expense
|
|
(523
|
)
|
|
(522
|
)
|
|
(1,045
|
)
|
Loss on debt settlement
|
|
(63,752
|
)
|
|
|
|
|
(63,752
|
)
|
Other income
|
|
|
|
|
|
|
|
15,900
|
|
Total Other Income
(Expenses)
|
|
(76,775
|
)
|
|
(59,542
|
)
|
|
(121,074
|
)
|
Net loss
|
|
(5,020,711
|
)
|
|
(8,034,469
|
)
|
|
(22,162,416
|
)
|
Net loss
attributable to non-controlling interest
|
|
|
|
|
1,927,226
|
|
|
8,719,456
|
|
Net Loss Attributable to the Company
|
|
(5,020,711
|
)
|
|
(6,107,243
|
)
|
|
(13,442,960
|
)
|
Net Loss Per Share
Basic and Diluted
|
|
(0.07
|
)
|
|
(0.12
|
)
|
|
|
|
Weighted Average Shares Outstanding
|
|
73,469,406
|
|
|
49,105,191
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-5
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Consolidated Statements of Cash Flows
|
(Expressed in US dollars)
|
|
|
For the
|
|
|
For the
|
|
|
Accumulated From
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
December 11, 2006
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
(Date of Inception)
|
|
|
|
2011
|
|
|
2010
|
|
|
to
March 11, 2011
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
(5,020,711
|
)
|
|
(6,107,243
|
)
|
|
(13,442,960
|
)
|
Adjustments to reconcile net loss to cash
used in operating activities
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
24,221
|
|
|
10,727
|
|
|
38,102
|
|
Loss in subsidiary attributed
to non-controlling interest
|
|
|
|
|
(1,927,226
|
)
|
|
(8,719,456
|
)
|
Restructuring charges
|
|
|
|
|
(110,029
|
)
|
|
(110,019
|
)
|
Impairment of mineral property
acquisition cost
|
|
742,180
|
|
|
3,935,611
|
|
|
11,143,091
|
|
Gain on long-term investments
|
|
|
|
|
(10,000
|
)
|
|
(5,000
|
)
|
Loss on debt settlement
|
|
63,752
|
|
|
-
|
|
|
63,751
|
|
Share payment for consulting services
|
|
207,475
|
|
|
2,292,623
|
|
|
2,697,598
|
|
Directors' compensation share
payments
|
|
|
|
|
35,000
|
|
|
35,000
|
|
Stock-based compensation
|
|
1,593,989
|
|
|
-
|
|
|
1,593,989
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
Increase in advances and deposits
|
|
(28,460
|
)
|
|
(423
|
)
|
|
(32,684
|
)
|
Increase in amounts receivable
|
|
(256,968
|
)
|
|
-
|
|
|
(256,968
|
)
|
Decrease in advances to related party
|
|
|
|
|
978,837
|
|
|
(499,043
|
)
|
Increase(Decrease) in amounts
due to related parties
|
|
(75,750
|
)
|
|
(238,518
|
)
|
|
624,773
|
|
Increase in accounts payable and accrued
liabilities
|
|
112,986
|
|
|
500,973
|
|
|
212,726
|
|
Decrease in accrued expenses
|
|
58,055
|
|
|
(125,000
|
)
|
|
119,539
|
|
Decrease in other payables
|
|
(24,792
|
)
|
|
29,178
|
|
|
4,386
|
|
Net Cash Provided By (Used In) Operating Activities
|
|
(2,604,021
|
)
|
|
(735,492
|
)
|
|
(6,533,175
|
)
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
|
(26,658
|
)
|
|
(103,269
|
)
|
|
(141,403
|
)
|
Cash payment for acquisition
of mineral properties
|
|
(742,180
|
)
|
|
(2,135,611
|
)
|
|
(3,462,791
|
)
|
Proceeds of subsidiary stock issuances
|
|
|
|
|
|
|
|
1,600,300
|
|
Purchase of investment
|
|
|
|
|
|
|
|
(5,000
|
)
|
Proceeds from sale of investments
|
|
|
|
|
10,000
|
|
|
10,000
|
|
Net Cash Used In Investing Activities
|
|
(768,838
|
)
|
|
(2,228,880
|
)
|
|
(1,998,894
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable
|
|
12,750
|
|
|
|
|
|
12,750
|
|
Repayment of note payable
|
|
(12,750
|
)
|
|
|
|
|
(12,750
|
)
|
Proceeds from issuance of stock, net
|
|
4,700,360
|
|
|
3,389,205
|
|
|
10,828,971
|
|
Payment for cancellation of
stock
|
|
|
|
|
|
|
|
(14,000
|
)
|
Related party payable proceeds
|
|
|
|
|
|
|
|
420
|
|
Related party payable payments
|
|
|
|
|
|
|
|
(420
|
)
|
Net Cash Provided
By Financing Activities
|
|
4,700,360
|
|
|
3,389,205
|
|
|
10,814,971
|
|
Net Increase In Cash
|
|
1,327,501
|
|
|
424,832
|
|
|
2,282,902
|
|
Cash at Beginning
of Period
|
|
955,401
|
|
|
530,570
|
|
|
|
|
Cash at End of Period
|
|
2,282,902
|
|
|
955,401
|
|
|
2,282,902
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities
|
|
|
|
|
|
|
|
|
|
Stock issued for services
|
|
41,000
|
|
|
2,292,623
|
|
|
2,333,623
|
|
Stock issued for subscription
receivable
|
|
|
|
|
20,000
|
|
|
33,275
|
|
Stock issued to settle debt
|
|
230,227
|
|
|
|
|
|
230,227
|
|
Investment acquired for amount payable
|
|
|
|
|
8,000
|
|
|
8,030
|
|
Receivable exchange for long-term investment
|
|
|
|
|
10,000
|
|
|
10,000
|
|
Share payments for mineral
interest acquisition costs
|
|
|
|
|
1,800,000
|
|
|
7,680,300
|
|
Accounts receivable exchanged for mineral
property acquisition
|
|
|
|
|
1,039,981
|
|
|
1,039,981
|
|
Accounts receivable exchanged for long-term
investment
|
|
|
|
|
460,019
|
|
|
460,019
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
523
|
|
|
522
|
|
|
1,045
|
|
Income taxes paid
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-6
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Consolidated Statements of Stockholders Equity (Deficit)
|
(Expressed in US dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Deficit During
|
|
|
Stockholders'
|
|
|
Non-
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
Subscription
|
|
|
Stock
|
|
|
Exploration
|
|
|
Equity
|
|
|
Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in Capital
|
|
|
Receivable
|
|
|
Issuable
|
|
|
Stages
|
|
|
(Deficit)
|
|
|
Interest
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Balance, at December 12, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in December for cash at $0.001 per
share
|
|
14,730,000
|
|
|
147
|
|
|
12,128
|
|
|
(9,775
|
)
|
|
|
|
|
|
|
|
2,500
|
|
|
|
|
Common stock issued in February for
consulting service provided at $0.10 per share
|
|
2,370,000
|
|
|
24
|
|
|
197,476
|
|
|
|
|
|
|
|
|
|
|
|
197,500
|
|
|
|
|
Subsidiary equity interest purchased in March by
non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Net loss for period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(294,102
|
)
|
|
(294,102
|
)
|
|
(7,441
|
)
|
Balance, at March 31, 2007
|
|
17,100,000
|
|
|
171
|
|
|
209,604
|
|
|
(9,775
|
)
|
|
|
|
|
(294,102
|
)
|
|
(94,102
|
)
|
|
(7,431
|
)
|
Common stock issued in April for cash at
$0.10 per share
|
|
5,172,000
|
|
|
52
|
|
|
430,948
|
|
|
(3,500
|
)
|
|
|
|
|
|
|
|
427,500
|
|
|
|
|
Common stock issued in October for cash at $0.75 per share
|
|
2,201,923
|
|
|
22
|
|
|
1,375,748
|
|
|
|
|
|
|
|
|
|
|
|
1,375,770
|
|
|
|
|
Common stock issued in November for cash at
$0.75 per share
|
|
48,000
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
As of October, Subsidiary equity interest purchased by non-
controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,300
|
|
Miscellaneous adjustments to Equity
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
Common stock issued in February for cash at $0.75 per share
|
|
60,720
|
|
|
1
|
|
|
37,949
|
|
|
|
|
|
|
|
|
|
|
|
37,950
|
|
|
|
|
Net loss for year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(619,622
|
)
|
|
(619,622
|
)
|
|
(8,705
|
)
|
Balance, March 31, 2008
|
|
24,582,643
|
|
|
246
|
|
|
2,084,249
|
|
|
(13,280
|
)
|
|
|
|
|
(913,724
|
)
|
|
1,157,491
|
|
|
84,164
|
|
Common stock issued in April for cash at
$0.75 per share
|
|
208,000
|
|
|
2
|
|
|
129,998
|
|
|
|
|
|
|
|
|
|
|
|
130,000
|
|
|
|
|
Common stock issued in December for cash at $0.50 per share
|
|
1,765,765
|
|
|
18
|
|
|
735,667
|
|
|
|
|
|
|
|
|
|
|
|
735,684
|
|
|
|
|
As of May, Subsidiary equity interest
purchased by non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
F-7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Deficit During
|
|
|
Stockholders'
|
|
|
Non-
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
Subscription
|
|
|
Stock
|
|
|
Exploration
|
|
|
Equity
|
|
|
Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in Capital
|
|
|
Receivable
|
|
|
Issuable
|
|
|
Stages
|
|
|
(Deficit)
|
|
|
Interest
|
|
As of November, Subsidiary equity interest purchased by
non- controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
As of November, Subsidiary equity interest
purchased by non- controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
Subsidiary equity interest issued in December for mineral
properties acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,350,300
|
|
Common stock cancelled for refund at $0.50
per share
|
|
(33,600
|
)
|
|
|
|
|
(14,000
|
)
|
|
|
|
|
|
|
|
|
|
|
(14,000
|
)
|
|
|
|
Subsidiary equity interest issued in January for mineral
properties acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,690,000
|
|
Subsidiary equity interest issued in
January for mineral properties acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,840,000
|
|
Net loss for year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,401,282
|
)
|
|
(1,401,282
|
)
|
|
(6,776,084
|
)
|
Balance, March 31, 2009
|
|
26,522,808
|
|
|
266
|
|
|
2,935,914
|
|
|
(13,280
|
)
|
|
|
|
|
(2,315,006
|
)
|
|
607,894
|
|
|
688,380
|
|
Subsidiary equity interest issued in April for directors
compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
Common stock issued in May for mineral
properties acquisition
|
|
6,211,500
|
|
|
62
|
|
|
2,588,063
|
|
|
|
|
|
|
|
|
|
|
|
2,588,125
|
|
|
|
|
Common stock issued in June for cash at $0.25 per share
|
|
1,747,200
|
|
|
17
|
|
|
363,983
|
|
|
|
|
|
|
|
|
|
|
|
364,000
|
|
|
|
|
Common stock issued in June for consulting
service provided
|
|
186,000
|
|
|
2
|
|
|
38,748
|
|
|
|
|
|
|
|
|
|
|
|
38,750
|
|
|
|
|
Common stock issued in June for consulting service provided
|
|
1,186,200
|
|
|
12
|
|
|
322,113
|
|
|
|
|
|
|
|
|
|
|
|
322,125
|
|
|
|
|
Common stock issued in June for consulting
service provided
|
|
1,620,720
|
|
|
16
|
|
|
337,634
|
|
|
|
|
|
|
|
|
|
|
|
337,650
|
|
|
|
|
Common stock issued in June for consulting service provided
|
|
179,122
|
|
|
2
|
|
|
59,705
|
|
|
|
|
|
|
|
|
|
|
|
59,706
|
|
|
|
|
Subsidiary equity interest issued in June
for mineral properties acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800,000
|
|
As of August, loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,927,226
|
)
|
As of August, Reverse acquisition
restructuring of the non-controlling interest and investment held by
parent company
|
|
18,198,000
|
|
|
182
|
|
|
(2,102,180
|
)
|
|
5
|
|
|
|
|
|
|
|
|
(2,101,993
|
)
|
|
(596,154
|
)
|
F-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Deficit During
|
|
|
Stockholders'
|
|
|
Non-
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
Subscription
|
|
|
Stock
|
|
|
Exploration
|
|
|
Equity
|
|
|
Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in Capital
|
|
|
Receivable
|
|
|
Issuable
|
|
|
Stages
|
|
|
(Deficit)
|
|
|
Interest
|
|
Common stock attached with warrants to be
issued in September for cash at $0.60 per share
|
|
200,000
|
|
|
2
|
|
|
119,998
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
|
Common stock issued in November for consulting service
provided
|
|
255,000
|
|
|
3
|
|
|
152,997
|
|
|
|
|
|
|
|
|
|
|
|
153,000
|
|
|
|
|
Common stock issued in November for
consulting service provided
|
|
201,250
|
|
|
2
|
|
|
120,748
|
|
|
|
|
|
|
|
|
|
|
|
120,750
|
|
|
|
|
Common stock issued in November for consulting service
provided
|
|
1,450,000
|
|
|
15
|
|
|
1,217,986
|
|
|
|
|
|
|
|
|
|
|
|
1,218,000
|
|
|
|
|
Common stock issued in December for
consulting service provided
|
|
68,775
|
|
|
1
|
|
|
42,639
|
|
|
|
|
|
|
|
|
|
|
|
42,640
|
|
|
|
|
Common stock attached with warrants issued
|
|
2,501,001
|
|
|
25
|
|
|
1,454,679
|
|
|
|
|
|
|
|
|
|
|
|
1,454,704
|
|
|
|
|
Received subscription payment
|
|
|
|
|
|
|
|
|
|
|
13,275
|
|
|
|
|
|
|
|
|
13,275
|
|
|
|
|
Common stock attached with warrants issuable for private
placement at $0.20 per share
|
|
7,343,650
|
|
|
73
|
|
|
1,457,157
|
|
|
(20,000
|
)
|
|
|
|
|
|
|
|
1,437,230
|
|
|
|
|
Net loss for year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,107,243
|
)
|
|
(6,107,243
|
)
|
|
|
|
Balance, at March 31, 2010
|
|
67,871,225
|
|
|
679
|
|
|
9,110,183
|
|
|
(20,000
|
)
|
|
|
|
|
(8,422,249
|
)
|
|
668,613
|
|
|
|
|
Common stock attached with warrants issued
in May for cash at $0.20 per share
|
|
3,129,350
|
|
|
31
|
|
|
625,839
|
|
|
|
|
|
|
|
|
|
|
|
625,870
|
|
|
|
|
Common stock issued in April to settle debt
|
|
153,525
|
|
|
2
|
|
|
58,338
|
|
|
|
|
|
|
|
|
|
|
|
58,340
|
|
|
|
|
Common stock issued in April to settle debt
|
|
85,000
|
|
|
1
|
|
|
34,849
|
|
|
|
|
|
|
|
|
|
|
|
34,850
|
|
|
|
|
Common stock attached with warrants issued in May for cash
at $0.20 per share
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
Common stock attached with warrants issued
in August for cash at $0.225 per share, net of cost of $23,416
|
|
4,790,700
|
|
|
48
|
|
|
1,054,442
|
|
|
|
|
|
|
|
|
|
|
|
1,054,490
|
|
|
|
|
Common stock issued in October to settle debt
|
|
217,100
|
|
|
2
|
|
|
102,036
|
|
|
|
|
|
|
|
|
|
|
|
102,038
|
|
|
|
|
Stock options granted to directors and
officers and consultant
|
|
|
|
|
|
|
|
1,593,989
|
|
|
|
|
|
|
|
|
|
|
|
1,593,989
|
|
|
|
|
Common stock issued in November for consulting services
|
|
100,000
|
|
|
1
|
|
|
40,999
|
|
|
|
|
|
|
|
|
|
|
|
41,000
|
|
|
|
|
Common stock issuable in February to settle debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
|
|
35,000
|
|
|
|
|
F-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Deficit During
|
|
|
Stockholders'
|
|
|
Non-
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
Subscription
|
|
|
Stock
|
|
|
Exploration
|
|
|
Equity
|
|
|
Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Paid-in Capital
|
|
|
Receivable
|
|
|
Issuable
|
|
|
Stages
|
|
|
(Deficit)
|
|
|
Interest
|
|
Common stock attached with warrants issued
in March for cash at $0.15 per share
|
|
20,000,000
|
|
|
200
|
|
|
2,999,800
|
|
|
|
|
|
|
|
|
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5020,711
|
)
|
|
(5020,711
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, at March 31, 2011
|
|
96,346,900
|
|
|
964
|
|
|
15,620,475
|
|
|
|
|
|
35,000
|
|
|
(13,442,960
|
)
|
|
2,213,479
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-10
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 Companys
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
Companys 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 Companys controlled
subsidiary.
|
F-11
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 depositors 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.
|
F-12
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
instruments categorization within the fair value hierarchy is based upon
the lowest level of input that is significant to the fair value
measurement. ASC 825 prioritizes the inputs into three levels that may be
used to measure fair value:
|
|
|
|
|
|
Level 1
|
|
|
|
|
|
Level 1 applies to assets or liabilities for which there
are quoted prices in active markets for identical assets or
liabilities.
|
|
|
|
|
|
Level 2
|
|
|
|
|
|
Level 2 applies to assets or liabilities for which there
are inputs other than quoted prices that are observable for the asset or
liability such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active
markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by,
observable market data.
|
|
|
|
|
|
Level 3
|
|
|
|
|
|
Level 3 applies to assets or liabilities for which there
are unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or
liabilities.
|
|
|
|
|
|
The Companys financial instruments consist principally
of cash, 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 Companys balance sheet as of March 31, 2011 as
follows:
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
For Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
Balance
|
|
|
|
|
Instruments
|
|
|
Inputs
|
|
|
Inputs
|
|
|
March 31,
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
2011
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
2,282,902
|
|
|
|
|
|
|
|
|
2,282,902
|
|
F-13
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 Companys functional and reporting currency is the
United States dollar. Monetary assets and liabilities denominated in
foreign currencies are translated to United States dollars in accordance
with ASC 740, Foreign Currency Matters, using the exchange rate prevailing
at the balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are
included in the determination of income.
|
|
|
|
|
|
To the extent that the Company incurs transactions that
are not denominated in its functional currency, they are undertaken in
Canadian dollars and the Tanzanian Schilling. A portion of business
transactions in Tanzania and mineral option purchase agreements are
denominated in 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 Companys operations.
|
|
|
|
|
m)
|
Comprehensive Loss
|
|
|
|
|
|
ASC 220, Comprehensive Income, establishes standards for
the reporting and display of other comprehensive loss and its components
in the consolidated financial statements. 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 Companys stock
price as well as assumptions regarding a number of subjective variables.
These subjective variables include, but are not limited to the Companys
expected stock price volatility over the term of the awards, and actual
and projected employee stock option exercise behaviours. The value of the
portion of the award that is ultimately expected to vest is recognized as
an expense in the statement of operations over the requisite service
period.
|
|
|
|
|
|
All transactions in which goods or services are the
consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable.
|
F-14
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)
|
|
|
|
|
p)
|
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 Companys financial
statements.
|
|
|
|
|
|
The Company has evaluated all other recent accounting
pronouncements and determined that they would not have a material impact
on the Companys financial statements or disclosures.
|
|
|
|
|
q)
|
Reclassifications
|
|
|
|
|
|
Certain reclassifications have been made to the prior
periods financial statements to conform to the current periods
presentation.
|
|
|
|
3.
|
Related Party Transactions and Balances
|
|
|
|
|
a)
|
Prior to incorporation of the Companys wholly-owned
subsidiary in Tanzania, the Company contracted with Geo Can Resources
Company Ltd (Geo Can), a related company with a shared common director, to
perform exploration services on all of the properties. As of March 31,
2011, the Company owed $624,773 (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 advances have not been offset against
payables nor have any encumbrances been reported to the Company.
|
|
|
|
|
b)
|
At March 31, 2011, the Company owed $6,251 (2010 - $nil)
of consulting fees to the President of the Company which has been included
in accounts payable. 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 a director of the Company which has been included in
accounts payable. During the twelve months ended March 31, 2011, the
Company incurred $102,000 (2010 - $155,750) of management fees to the
director.
|
|
|
|
|
d)
|
At March 31, 2011, the Company owed $3,000 (2010 - $nil) of director fees to a director of the Company which has been included in accounts payable. During the twelve months ended March 31, 2011, the Company incurred $15,000 (2010 - $11,000) of directors fees to the director.
|
|
|
|
|
e)
|
At March 31, 2011, the Company owed $2,450 (2010 - $nil)
of accounting fees to an individual related to an officer of the Company
which has been included in accounts payable. During the twelve months
ended March 31, 2011, the Company incurred $3,150 (2010 - $nil) of
accounting fees to the individual.
|
|
|
|
|
f)
|
During the twelve months ended March 31, 2011, the
Company incurred $81,000 (2010 - $125,000) of geologist consulting fees to
a director of the Company.
|
|
|
|
|
g)
|
As at March 31, 2011, the Company held $9,710 in trust
with a Company sharing a common director, which has been included in
advances and deposits.
|
F-15
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:
|
|
|
|
As at March 31, 2011
|
|
|
As at March 31, 2010
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Mining tools and equipment
|
|
101,495
|
|
|
25,278
|
|
|
76,217
|
|
|
87,360
|
|
|
7,280
|
|
|
80,080
|
|
|
Furniture and equipment
|
|
10,101
|
|
|
1,794
|
|
|
8,307
|
|
|
4,489
|
|
|
612
|
|
|
3,877
|
|
|
Computer and software
|
|
29,808
|
|
|
11,030
|
|
|
18,778
|
|
|
22,896
|
|
|
5,989
|
|
|
16,907
|
|
|
|
|
141,404
|
|
|
38,102
|
|
|
103,302
|
|
|
114,745
|
|
|
13,881
|
|
|
100,864
|
|
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 projects licenses, Geita projects license, Uyowa
Projects licenses and Kinyambwiga projects 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 Companys mineral property interests are
located in Tanzania. Geo Can holds resource properties in trust for the
Company. Most of the resource property interests are still formally
registered to Geo Can to save on registration fees. When the annual filing
for each property comes due then the formal registration of each property
will be transferred to Kilimanjaro or as directed by
Kilimanjaro.
|
|
|
|
The following is a continuity of mineral property
acquisition costs accumulated from inception:
|
|
|
|
Kalemela
|
|
|
Geita
|
|
|
Kinyambwiga
|
|
|
Singida
|
|
|
Other
|
|
|
|
|
|
|
|
Gold Project
|
|
|
Project
|
|
|
Project
|
|
|
Project
|
|
|
Projects
|
|
|
Total
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(e)
|
|
|
|
|
|
|
|
|
Balance, March 31, 2009
|
|
3,575,300
|
|
|
2,730,000
|
|
|
|
|
|
|
|
|
160,000
|
|
|
6,465,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments
|
|
67,825
|
|
|
22,608
|
|
|
122,608
|
|
|
904,148
|
|
|
956,940
|
|
|
2,074,129
|
|
|
Share payments
|
|
|
|
|
|
|
|
1,800,000
|
|
|
|
|
|
|
|
|
1,800,000
|
|
|
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
61,482
|
|
|
|
|
|
61,482
|
|
|
|
|
67,825
|
|
|
22,608
|
|
|
1,922,608
|
|
|
965,630
|
|
|
926,940
|
|
|
3,935,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2010
|
|
3,643,125
|
|
|
2,752,608
|
|
|
1,922,608
|
|
|
956,630
|
|
|
1,116,940
|
|
|
10,400,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments
|
|
|
|
|
|
|
|
|
|
|
742,180
|
|
|
|
|
|
742,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2011
|
|
3,643,125
|
|
|
2,752,608
|
|
|
1,922,608
|
|
|
1,707,810
|
|
|
1,116,940
|
|
|
11,143,091
|
|
F-16
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:
|
|
Kalemela
$
(a)
|
|
Geita
$
(b)
|
|
Kinyambwig
a
$
(c)
|
|
Suguti
$
(d)
|
|
Singida
$
(e)
|
|
Uyowa
$
(f)
|
|
North
Mara
$
(g)
|
|
Mbinga
$
(h)
|
|
Other
Project
$
|
|
Total
$
|
|
Balance, March 31, 2009
|
618,970
|
|
395,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,014,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camp, Field Supplies and Travel
|
-
|
|
-
|
|
46,606
|
|
-
|
|
99,002
|
|
599
|
|
-
|
|
-
|
|
-
|
|
146,207
|
|
Geological consulting and Wages
|
8,749
|
|
7,600
|
|
102,697
|
|
-
|
|
220,638
|
|
19
|
|
-
|
|
-
|
|
-
|
|
339,703
|
|
Geophysical and Geochemical
|
-
|
|
-
|
|
16,128
|
|
-
|
|
156,816
|
|
-
|
|
-
|
|
-
|
|
-
|
|
172,944
|
|
Parts and equipment
|
-
|
|
-
|
|
4,000
|
|
-
|
|
16,092
|
|
-
|
|
-
|
|
-
|
|
-
|
|
20,092
|
|
Project Administration Fee
|
6,175
|
|
6,175
|
|
34,450
|
|
-
|
|
39,325
|
|
-
|
|
-
|
|
-
|
|
-
|
|
86,125
|
|
Vehicle and Fuel expenses
|
-
|
|
-
|
|
5,342
|
|
-
|
|
33,397
|
|
-
|
|
-
|
|
-
|
|
-
|
|
38,739
|
|
|
-
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
14,925
|
|
13,775
|
|
209,224
|
|
|
|
565,269
|
|
618
|
|
|
|
|
|
|
|
803,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2010
|
633,895
|
|
408,972
|
|
209,224
|
|
-
|
|
565,269
|
|
618
|
|
-
|
|
|
|
-
|
|
1,817,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camp, Field Supplies and Travel
|
-
|
|
511
|
|
14,869
|
|
14,968
|
|
89,808
|
|
7,654
|
|
3,597
|
|
2,321
|
|
272
|
|
134,001
|
|
Drilling Cost
|
-
|
|
-
|
|
136,381
|
|
-
|
|
544,533
|
|
-
|
|
-
|
|
-
|
|
-
|
|
680,914
|
|
Geological consulting and Wages
|
6,509
|
|
2,442
|
|
88,413
|
|
13,732
|
|
229,162
|
|
15,555
|
|
12,749
|
|
6,218
|
|
2,120
|
|
376,900
|
|
Geophysical and Geochemical
|
-
|
|
1,200
|
|
18,250
|
|
4,439
|
|
81,745
|
|
4,450
|
|
7,140
|
|
-
|
|
133
|
|
117,357
|
|
Parts and equipment
|
-
|
|
206
|
|
12,129
|
|
719
|
|
12,625
|
|
2,543
|
|
650
|
|
1,211
|
|
-
|
|
30,082
|
|
Vehicle and Fuel expenses
|
-
|
|
2,458
|
|
15,595
|
|
17,782
|
|
53,710
|
|
5,467
|
|
7,608
|
|
6,880
|
|
3,148
|
|
112,648
|
|
Expense reimbursements
|
-
|
|
-
|
|
-
|
|
-
|
|
(256,968
|
)
|
-
|
|
-
|
|
-
|
|
-
|
|
(256,968
|
)
|
|
6,509
|
|
6,817
|
|
285,637
|
|
51,640
|
|
754,615
|
|
35,669
|
|
31,744
|
|
16,630
|
|
5,673
|
|
1,194,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2011
|
640,404
|
|
415,789
|
|
494,861
|
|
51,640
|
|
1,319,884
|
|
36,287
|
|
31,744
|
|
16,630
|
|
5,673
|
|
3,012,912
|
|
|
a)
|
Kalemela Gold Project
|
|
|
|
|
|
As a part of the Geo Can Agreement, Kilimanjaro owns 100%
interest in the Kalemela Gold Projects 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 projects 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).
|
F-17
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)
|
|
|
|
|
c)
|
Musoma Bunda - Kinyambwiga Project:
|
|
|
|
|
|
The Musoma Bunda Gold Project comprise of three
prospecting licences that are located on the eastern side of Lake
Victoria.
|
|
|
|
|
|
Kinyambwiga project is part of the Musoma Bunda Gold
Project. As a part of the Geo Can Agreement, the Company owns 100%
interest of Kinyambwiga projects one prospecting license and 24 primary
mining licenses. The Kinyambwiga Gold Project is about 208 kilometers
northeast of the city of Mwanza in northern Tanzania.
|
|
|
|
|
|
A director of the Company entered into Mineral Purchase
agreements on behalf of the Company with 24 Primary Mining Licenses (PMLs)
which are part of the Kinyambwiga Project and which are recorded in his
name and are to be transferred over to the Company at a future
date.
|
|
|
|
|
d)
|
Musoma Bunda - Suguti Project
|
|
|
|
|
|
Suguti project is part of the Musoma Bunda Gold Project.
As a part of the Geo Can Agreement, the Company owns 100% interest of
Suguti projects one prospecting license.
|
|
|
|
|
e)
|
Singida Project
|
|
|
|
|
|
On May 15, 2009, the Company signed a Mineral Financing
Agreement with one director of the Company authorizing him, on behalf of
the Company, to acquire Primary Mining Licenses (PMLs) in the Singida
area. As of December 31, 2010, this director has entered into Mineral
Properties Sales and Purchase agreements with various PML owners. The
Company has 100% acquired 23 PML agreements. The Company has the option to
acquire 37 additional and different PMLs in the Singida area. Under the
terms of these agreements, if the option to purchase is completed on all
these PMLs, then the total purchase consideration would be approximately
$6,432,930 (TZS9,896,816,657,outstanding option payments in US Dollar
amount is estimated with an exchange rate of 0.00065 as at March 31,
2011), payable by February 24, 2013. Pursuant to the Mineral Financing
Agreement, the Company has made payments of $965,630 in fiscal 2010 and
$742,180 in fiscal 2011.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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.
|
|
|
|
|
|
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 addendums, the Company will pay approximately
$646,030 on August 9, 2011, approximately $419,100 on January 23, 2013 and
$3,828,000 on February 24, 2013.
|
|
|
|
|
|
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 Singida 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 all agreements. Refer to Note 12(g).
|
F-18
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 projects 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 projects prospecting licenses.
|
8.
|
Capital Stock
|
|
|
|
|
Preferred Stock
|
|
|
|
|
The Company is authorized to issue 100,000,000 shares of
preferred stock with a par value of $0.00001. As of March 31, 2011, the
Company has not issued any preferred stock.
|
|
|
|
|
Common Stock
|
|
|
|
|
On December 7, 2010, the Company’s shareholders approved a resolution to amend the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
|
|
|
|
|
a)
|
On March 7, 2011, the Company completed a private
placement of 20,000,000 units at $0.15 per share for total consideration
of $3,000,000. Each unit consists of one share of common stock and one
share purchase warrant. One warrant entitles the holder to purchase one
additional share of common stock at $0.30 per share until September 7,
2011. The units were issued on March 7, 2011.
|
|
|
|
|
b)
|
On February 24, 2011, the Company signed debt settlement and subscription agreement with a director to settle a consulting fee of $35,000 in exchange for 145,833 shares of common stock at $0.24 per share. As of March 31, 2011, the shares were not issued.
|
|
|
|
|
c)
|
On November 9, 2010, the Company issued 100,000 shares of
common stock to a consultant. The shares were valued at $41,000
representing their fair value on the date of issuance.
|
|
|
|
|
d)
|
On October 18, 2010, the Company signed debt settlement and subscription agreement with a consultant to settle a consulting fee of $54,275 for geological and business development services provided. On October 18, 2010, the Company issued 217,100 restricted shares of common stock at $0.25 to settle the outstanding balance. The shares were valued at $102,037 representing their fair value on the date of the agreement. The company recognized a loss on debt settlement of $47,762.
|
|
|
|
|
e)
|
On September 7, 2010, the Company completed a private
placement of 4,790,700 units at $0.225 per share for gross consideration
of $1,077,907. The Company incurred share issuance costs of $23,416. Each
unit consists of one share of common stock and two redeemable warrants.
One redeemable warrant entitles the holder to purchase one additional
share of common stock at $0.40 per share until August 12, 2013. The other
redeemable warrant entitles the holder to purchase one additional share of
common stock at $0.60 per share until August 12, 2013. The redeemable
warrants are callable by the Company upon 20 days written notice to the
warrant holder. If the redeemable warrants are not exercised within 20
days of being called, they will terminate and may not be exercised
thereafter. The units were issued on November 9, 2010.
|
|
|
|
|
f)
|
On April 15, 2010, the Company issued 153,525 restricted shares of common stock and paid $21,265 to settle debt related to geological and business development services provided by a consultant. The services were valued at $58,340. The company recognized a loss on debt settlement of $8,342.50.
|
F-19
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.
|
F-20
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)
|
|
|
|
|
o)
|
Lake Victoria Issuances for Non-controlling Interests:
(continued)
|
|
|
|
|
|
All of these shares were acquired by Kilimanjaro as part
of a property purchase agreement in May 2009.
|
|
|
|
|
|
On January 21, 2009, Lake Victoria entered into an option
to purchase prospecting license agreement with Geo Can Resources Ltd. to
acquire prospecting license PL2806/2004 at Geita area in Geita District.
The total consideration included an aggregate cash payment of $200,000 and
issuance of 5,500,000 shares of common stock.
|
|
|
|
9.
|
Stock Options and Warrants
|
|
|
|
|
On October 7, 2010, the Company adopted the 2010 Stock
Option Plan under which the Company is authorized to grant stock options
to acquire up to a total of 10,000,000 shares of common stock.
|
|
|
|
|
On October 21, 2010, the Company granted 3,580,000 stock
options to six directors and officers, and 500,000 stock options to a
senior geological consultant at an exercise price of $0.45 per share which
will expire on October 21, 2013. All stock options are non-qualified and
vested immediately. 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%. The fair value of $1,564,711 was recorded
as stock-based compensation.
|
|
|
|
|
On October 7, 2010, the Company entered into a consulting
agreement with Misac Noubar Nabighian to provide geophysical data
processing, geophysical data interpretation services. The Company granted
the Consultant an option to acquire 120,000 shares of common stock of the
Company pursuant to the terms of the Companys 2010 Stock Option Plan, at
an exercise price of $0.29 per share, exercisable until October 7, 2013
and vesting immediately. 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 0.54%; expected life of
three years; and volatility of 169%. The fair value of $29,278 was
recorded as stock-based compensation.
|
|
|
|
|
The fair value of stock options granted during the year
ended March 31, 2011, was $0.38, per share.
|
|
|
|
|
The weighted average assumptions used in the
Black-Scholes valuation model were as follows:
|
|
|
|
Year Ended
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
Expected dividend yield
|
|
0%
|
|
|
|
|
|
Risk-free interest rate
|
|
0.52%
|
|
|
|
|
|
Expected volatility
|
|
170%
|
|
|
|
|
|
Expected option life (in years)
|
|
3.00
|
|
|
|
|
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 Companys stock options:
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
|
Options
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2009
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Acquired
(1)
|
|
4,312,500
|
|
|
1.01
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2010
|
|
4,312,500
|
|
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
4,200,000
|
|
|
0.45
|
|
|
|
|
|
|
|
|
Expired
|
|
(4,312,500
|
)
|
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March
31, 2011
|
|
4,200,000
|
|
|
0.45
|
|
|
2.56
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, March
31, 2011
|
|
4,200,000
|
|
|
0.45
|
|
|
2.56
|
|
|
-
|
|
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.
F-21
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
Companys warrants:
|
|
|
|
Number of
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
Issuable
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
Upon
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
|
Exercise
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2009
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Granted
|
|
13,006,651
|
|
|
1.25
|
|
|
2.77
|
|
|
-
|
|
|
Outstanding, March 31, 2010
|
|
13,006,651
|
|
|
1.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
(4,312,500
|
)
|
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2011
|
|
41,404,901
|
|
|
1.08
|
|
|
1.27
|
|
|
-
|
|
The Company had the following warrants
outstanding as of March 31, 2011:
|
Exercise Price per
|
|
|
Share
|
Shares Issuable
|
Expiration Date
|
$
|
Upon Exercise
|
|
|
|
September 7, 2011
|
0.30
|
20,000,000
|
September 9, 2012
|
1.25
|
1,350,501
|
January 28, 2013
(1)
|
1.25
|
10,473,000
|
August 13, 2013
(2)
|
0.40
|
4,790,700
|
August 13, 2013
(2)
|
0.60
|
4,790,700
|
|
|
41,404,901
|
|
(1)
These redeemable warrants are callable by
the Company upon 30 days written notice to the warrant holder. If the
redeemable warrants are not exercised within 30 days of being called, they
will terminate and may not be exercised thereafter.
|
|
|
|
|
(2)
These redeemable warrants are callable by
the Company upon 20 days written notice to the warrant holder. If the
redeemable warrants are not exercised within 20 days of being called, they
will terminate and may not be exercised thereafter.
|
|
|
|
10.
|
Income Taxes
|
|
|
|
At March 31, 2011 and March 31, 2010, the Company had net deferred tax assets (calculated at an expected rate of 34%) of approximately $4,029,000 and $2,863,000 principally arising from net operating loss carryforwards for income tax purposes. Management of the Company has determined that it is not more likely than not that the Company will realize the benefit of the deferred tax asset. Accordingly a valuation allowance equal to the deferred tax asset has been established at March 31, 2011 and 2010. The significant components of the deferred tax asset at March 31, 2011 and 2010 were as follows:
|
|
|
|
|
|
March 31, 2011
|
|
|
March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
$
|
11,848,970
|
|
$
|
8,422,000
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset
|
|
4,028,650
|
|
|
2,863,000
|
|
|
Deferred tax asset valuation allowance
|
|
(4,028,650
|
)
|
|
(2,863,000
|
)
|
|
|
$
|
|
|
$
|
|
|
|
|
|
-
|
|
|
|
|
|
Net deferred tax asset
|
|
|
|
|
-
|
|
F-22
Lake Victoria Mining Company, Inc.
|
(An Exploration Stage Company)
|
Notes to the Consolidated Financial Statements
|
March 31, 2011
|
(Expressed in US dollars)
|
11.
|
Commitments
|
|
|
|
|
a)
|
On May 15, 2009, Kilimanjaro signed 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. As of March 31, 2011, this director has entered into Mineral
Properties Sales and Purchase agreements with various PML owners of which
23 PML Option to Purchase agreements have been completed. These PMLs have
been 100% acquired and the Company has the option to acquire 37 additional
and different PMLs in the Singida area. Under the terms of these
agreements, if the option to purchase is completed on all these PMLs, then
the total purchase consideration will be approximately $6,432,930 (see
Note 7(e)).
|
|
|
|
|
b)
|
The same director of the Company entered into Mineral
Purchase agreements with 24 PMLs which are part of the Kinyambwiga
Project and which are recorded in his name and are to be transferred over
to the Company at a future date (see Note 7(c)).
|
|
|
|
|
c)
|
On December 31, 2009, the Company entered into a
Geological and Business Development Consulting Services Agreement with
Jack V. Everett (Everett) under which Everett will provide public
relations, geological, and consulting services to us and the Company
agrees to compensate Everett on a quarterly basis in two methods: (a) cash
and (b) restricted common shares of the Company. The quarterly
compensation will be agreed upon, in advance of each quarter, by the
Company and Everett. Accordingly, upon execution of the agreement the
Company paid Everett a cash payment of $20,000 and issued him 68,775
restricted common shares valued at $42,641. On May 10, 2010, the Company
paid Everett a cash payment of $21,265 and on April 7, 2010 issued him
153,525 restricted common shares valued at $50,000. On November 9, 2010,
the Company issued him 217,100 restricted common shares for services
provided valued at $54,275. The term of the consulting agreement is twelve
months. As of March 31, 2011, the Company accrued an expense of $80,614
for services rendered for the period from October 2010 to March 31,
2011.
|
|
|
|
|
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 11
th
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
Companys 2010 Stock Option Plan, at an exercise price of $0.29 per share,
exercisable until October 7, 2013 and vesting immediately. On October 7,
2010, the Company granted 120,000 options to the Consultant;
|
|
|
|
|
ii.
|
paying the Consultant 0.5% of the net proceeds from the
sale of any mining properties;
|
|
|
|
|
iii.
|
granting the Consultant a royalty on producing properties
as follows: (a) $1.00 per ounce of gold produced or 0.25% of net smelter
returns (as such term is defined in the Agreement), whichever is greater,
and (b) 0.25% of net smelter returns for all other commercial
production.
|
The agreement is for a term of 36
months and may be renewed at the option of the Company upon 30 days written
notice.
12.
|
Subsequent Events
|
|
|
|
|
a)
|
On April 8, 2011, the Company signed a debt settlement
agreement with a consultant to settle a consulting fee of $80,614 for
geological and business development services provided. The Company agreed
to pay $31,714 cash and 163,000 shares at $0.30 per share to settle an
outstanding balance of $48,900.
|
|
|
|
|
b)
|
On April 20, 2011, the Company signed two prospecting
licences purchase agreements to acquire two prospecting licenses. The
total consideration includes:
|
|
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 finders 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 Companys 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
Companys 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.
|
F-23
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
|
F-24
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 finders fee of $30,000 and 300,000 common
shares.
|
F-25
PART IV. OTHER INFORMATION
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.
|
Exhibit
|
|
Number
|
Description
|
3.1
|
Articles of Incorporation (incorporated by reference from
our Registration Statement on Form SB-2, filed on June 6, 2007)
|
3.2
|
Certificate of Amendment dated December 7, 2010
(incorporated by reference from our Current Report on Form 8-K dated
December 10, 2010)
|
3.3
|
Amended and Restated Bylaws (incorporated by reference
from our Current Report on Form 8-K filed on June 7, 2011)
|
4.1
|
Specimen Stock Certificate (incorporated by reference
from our Registration Statement on Form SB-2 filed on June 6, 2007)
|
4.2
|
Form of Warrant Certificate for Offering Completed
September 7, 2010 (incorporated by reference from our Quarterly Report on
Form 10-Q filed on November 23, 2010)
|
10.1
|
License (incorporated by reference from our Registration
Statement on Form SB-2, filed on June 6, 2007)
|
10.2
|
Amendment to License Agreement, dated June 3, 2008
(incorporated by reference from our Annual Report on Form 10-K filed on
June 26, 2008)
|
10.3
|
Option Agreement with Geo Can Resources Company Limited
(incorporated by reference from our Annual Report on Form 10-K filed on
July 14, 2009)
|
10.4
|
Binding Letter Agreement with Kilimanjaro Mining Company
Inc. (incorporated by reference from our Annual Report on Form 10-K filed
on July 14, 2009)
|
10.5
|
Consulting Services Agreement with Stocks That Move
(incorporated by reference from our Quarterly Report on Form 10-Q filed on
November 23, 2009)
|
10.6
|
Consulting Agreement with Robert Lupo (incorporated by
reference from our Quarterly Report on Form 10-Q filed on February 22,
2010)
|
10.7
|
Addendum to the Consulting Agreement with Robert Lupo
(incorporated by reference from our Quarterly Report on Form 10-Q filed on
February 22, 2010)
|
10.8
|
Finders Fee Agreement with Robert A. Young and the RAYA
Group (incorporated by reference from our Annual Report on Form 10-K filed
on July 14, 2019)
|
10.9
|
Termination of the Consulting Agreement with Robert Lupo
(incorporated by reference from our Annual Report on Form 10-K filed on
July 14, 2010)
|
10.10
|
Consulting Agreement with Clive Howard Matthew King
(incorporated by reference from our Annual Report on Form 10-K filed on
July 14, 2010)
|
10.11
|
Consulting Agreement dated October 7, 2010 between the
Company and Misac Noubar Nabighian (incorporated by reference from our
Current Report on Form 8-K filed on October 13, 2010)
|
10.12
|
2010 Stock Option Plan (incorporated by reference from
our Current Report on Form 8-K filed on October 13, 2010)
|
10.13
|
Stock Exchange Agreement with Kilimanjaro Mining Company,
Inc. and their selling shareholders (incorporated by reference from our
Quarterly Report on Form 10-Q filed on November 23, 2009)
|
10.14
|
Form of Subscription Agreement for Offering Completed
September 7, 2010 (incorporated by reference from our Quarterly Report on
Form 10-Q filed on November 23, 2010)
|
10.15
|
Amendment No. 1 to Consulting Agreement between the
Company and Clive King dated effective November 11, 2010.(incorporated by
reference from our Quarterly Report on Form 10-Q filed on November 23,
2010)
|
10.16
|
Form of Mineral Property Sales Agreement dated May 15,
2009, July 29, 2009, August 28, 2009 and November 19, 2009 between a
director of the Company and the landowners listed below (collectively the
Landowners) (incorporated by reference from our Quarterly Report on Form
10-Q filed on November 23, 2010):
|
Exhibit
|
|
|
Number
|
Description
|
|
No
|
Owners Name
|
|
S01
|
Pius Joackim Game in Parenership with Mustafa Kaombwe and
Msua Mkumbo
|
|
S03
|
Mohamed Suleimani and Partners Plus Chombo, Alfred Joakim
and Heri S. Mhula
|
|
S04
|
Maswi Marwa In Partnership with Robert Malando, Andrew
Julius Marando and Mathew Melania
|
|
S05
|
John Bina Wambura in Partnership with Fabiano Lango
|
|
S06
|
Elizabeth Shango
|
|
S07
|
Athuman Chiboni in Partnership with Maswi Marwa and
Robert Malando
|
|
S08
|
Malando Maywili in Partnership with Charles Mchembe
|
|
S09
|
Robert Malando
|
|
S10
|
Raymond Athumani Munyawi
|
|
S11
|
Jeremia K. Lulu in Partnership with Agnes Musa, Juma
Shashu, Neema Safari, Neema Tungaraza, Safari Neema Tungaraza, Safari
Meema and Simon Gidazada
|
|
S12
|
Heri S. Mhula and partners Samweli Sumbuka, Plus Gam and
Shambulingole
|
|
S13
|
Limbu Magambo Nyoda and Partners Saba Joseph, Bakari
Kahinda
|
|
S14
|
Shambuli Sumbuka in Partnership with Limbu Gambo
|
|
S15
|
Salama Mselemu
|
|
S16
|
John Bina Wambura in Partnership with Bosco Sevelin
Chaila; Plus Game; Saimon Jonga
|
|
S17
|
John Bina Wambura in Partnership with Jumanne Mtemi;
Anton Gidion; Bosco Sevelin Chaila; Plus Game; Saimon Jonga
|
|
S18
|
Limbu Magambo in Partnership with Pous GamI and Shambuli
Sumbuka
|
|
S19
|
Lukas Mmary in Partnership with Henry Pajero, John Bina,
Massanja Game, Mwajuma Joseph, Mwita Magita and Plus Game
|
|
S20
|
Maswi Marwa In Partnership with Shagida malando; Marwa
Marwa; Benidict Mitti and Fred Mgongo
|
|
S21
|
Mustafa IDD Kaombwe
|
|
S22
|
Mustafa IDD Kaombwe in Partnership with Mahega Malugoyi;
Julias Kamana; Ramadhani Lyanga and Abas Mustafa
|
|
S23
|
Ramadhani Mohamed Lyanga In partnership With Mustafa
Kaombwe and Bethod Njega
|
|
S24
|
Ales David Kajoro in partnership with Henry Ignas; Daud
Peter and Julias Charles Rugiga
|
|
S25
|
Joel Mazemle in Partnership with Christina Mazemle, Plus
Chombo and Limbu Magambo Nyoda
|
|
S26
|
Idd Ismail in Partnership with Bakari Abdi, Elizabeth U.
Yohana, Emanuel Marco, Hamisi Ramadhan, Husein Hasan, Mnaya Hosea, and
Sanane Msigalali
|
10.17
|
Form of Addendum No. 1 to Mineral Property Sales
Agreement dated September 18, 2009 between a director of the Company and
the Landowners (incorporated by reference from our Quarterly Report on
Form 10-Q filed on November 23, 2010)
|
10.18
|
Form of Addendum No. 2 to Mineral Property Sales
Agreement dated January 18, 2010 between a director of the Company and the
Landowners (incorporated by reference from our Quarterly Report on Form
10-Q filed on November 23, 2010)
|
10.19
|
Form of Addendum No. 3 to Mineral Property Sales
Agreement dated July 27, 2010 between a director of the Company and the
Landowners (incorporated by reference from our Quarterly Report on Form
10-Q filed on November 23, 2010)
|
10.20
|
Mineral Financing Agreement between the Company and Ahmed
Magoma dated October 19, 2009 (incorporated by reference from our
Quarterly Report on Form 10-Q filed on November 23, 2010)
|
10.21
|
Property Purchase Agreement between Geo Can Resources
Company Limited and Kilimanjaro Mining Company, Inc dated May 5,
2009(incorporated by reference from our Quarterly Report on Form 10-Q
filed on November 23, 2010)
|
10.22
|
Amendment to Mineral Financing Agreement between the
Company and Ahmed Magoma dated October 27, 2009 (incorporated by reference
from our Quarterly Report on Form 10-Q filed on November 23, 2010)
|
10.23
|
Declaration of Trust of Geo Can Resources Company Limited
dated July 23, 2009 (incorporated by reference from our Quarterly Report
on Form 10-Q filed on November 23, 2010)
|
10.24
|
Form of Subscription Agreement for non US Subscribers
(incorporated by reference from our Current Report on Form 8-K filed on
March 11, 2011)
|
10.25
|
Form of Subscription Agreement for US Subscribers
(incorporated by reference from our Current Report on Form 8-K filed on
March 11, 2011)
|
Exhibit
|
|
Number
|
Description
|
10.26
|
Consulting Agreement
dated April 26, 2011 between David Kalenuik and the Company (incorporated
by reference from our Current Report on Form 8-K filed on May 2, 2011)
|
10.27
|
Consulting Agreement dated April
26, 2011 between Roger Newell and the Company (incorporated by reference
from our Current Report on Form 8-K filed on May 2, 2011)
|
10.28
|
Employment Agreement
dated April 26, 2011 between Heidi Kalenuik and the Company (incorporated
by reference from our Current Report on Form 8-K filed on May 2, 2011)
|
10.29
|
Employment Agreement dated April
26, 2011 between Ming Zhu and the Company (incorporated by reference from
our Current Report on Form 8-K filed on May 2, 2011)
|
10.30
|
Geita Option
Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company
(incorporated by reference from our Current Report on Form 8-K filed on
May 12, 2011)
|
10.31
|
Kalemela Option Agreement dated
May 6, 2011 between Otterburn Ventures Inc. and the Company (incorporated
by reference from our Current Report on Form 8-K filed on May 12, 2011)
|
10.32
|
North Mara Option
Agreement dated May 6, 2011 between Otterburn Ventures Inc. and the Company
(incorporated by reference from our Current Report on Form 8-K filed on
May 12, 2011)
|
10.33
|
Singida Option Agreement dated
May 6, 2011 among Otterburn Ventures Inc., the Company and Ahmed Abubakar
Magoma (incorporated by reference from our Current Report on Form 8-K
filed on May 12, 2011)
|
14.1
|
Code of Ethics
(incorporated by reference from our Annual Report on Form 10-K filed on
June 26, 2008)
|
16.1
|
Letter dated October 8, 2010
from BehelerMick PS (incorporated by reference from our Current Report
on Form 8-K filed on October 8, 2010)
|
21.1
|
List
of Subsidiaries
|
31.1*
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2*
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1*
|
Certification
of Chief Executive Officer pursuant Section 906 Certifications under Sarbanes-Oxley
Act of 2002
|
32.2*
|
Certification
of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley
Act of 2002
|
99.2
|
Audit Committee Charter (incorporated
by reference from our Annual Report on Form 10-K filed on June 26, 2008)
|
99.3
|
Disclosure Committee
Charter (incorporated by reference from our Annual Report on Form 10-K
filed on June 26, 2008)
|
* Filed herewith
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.
|
LAKE VICTORIA MINING COMPANY,
INC.
|
|
|
|
|
|
|
|
BY:
|
/s/ David Kalenuik
|
|
|
David Kalenuik
|
|
|
President and Chief Executive
Officer
|
|
|
(Principal Executive Office)
|
|
|
|
|
Date:
|
February 27, 2012
|
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)
|
|
|
February 27, 2012
|
|
|
|
|
|
|
|
By
|
/s/ Ming Zhu
|
|
|
Ming Zhu
|
|
|
Chief Financial Officer
|
|
|
(Principal Accounting Officer and
Principal Financial Officer)
|
|
|
February 27, 2012
|
|
|
|
|
|
|
|
By
|
/s/ Heidi Kalenuik
|
|
|
Heidi Kalenuik
|
|
|
Director
|
|
|
February 27, 2012
|
|
|
|
|
|
|
|
By
|
/s/ Roger A. Newell
|
|
|
Roger A. Newell
|
|
|
Director
|
|
|
February 27, 2012
|
|
|
|
|
|
|
|
By
|
/s/ Ahmed A. Magoma
|
|
|
Ahmed A. Magoma
|
|
|
Director
|
|
|
February 27, 2012
|
|
|
|
|
By
|
/s/ Ian A. Shaw
|
|
|
Ian A. Shaw
|
|
|
Director
|
|
|
February 27, 2012
|
|
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