UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
(Amendment No.
1)
[X] ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE YEAR ENDED MARCH 31, 2010
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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
(State or other jurisdiction
of incorporation or organization)
1781 Larkspur Drive
Golden, Colorado 80401
(Address of principal executive offices, including zip code.)
(303) 586-1390
(telephone number, including area code)
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 checkmark 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 [X] NO [ ]
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 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 price of such common
equity, as of July 13, 2009 was
$0.25.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable date, as
of July 13, 2010, total outstanding common shares was
71,239,100.
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the annual report on Form 10-K for the fiscal year ended March 31, 2010, of Lake Victoria Mining Company, Inc. (the “Company”) which was originally filed with the Securities and Exchange Commission on July 14, 2010 (the “Original Filing”) is being filed for the following purposes:
-
to amend the consolidated statements of operations and the consolidated statements of cash flows included in the Company's audited financial statements with respect to the mineral property acquisition costs and make certain amendments to the notes to the audited financial statements with respect to the mineral properties accounting policy;
-
to amend the disclosure under “Item 2. Properties” to include additional disclosure regarding the Company’s mineral properties to comply with Item 102 of Regulation S-K;
-
to include certain disclosure regarding sales of equity securities during the reporting period that were not previously disclosed in accordance with Regulation S-K;
-
to include additional disclosure regarding management and director compensation during the fiscal year ended March 31, 2010 under "Item 11. Executive Compensation" to comply with Item 402 of Regulation S-K;
-
to amend Item 13. Certain Relationships and Related Transactions, and Director Independence to comply with Item 404 of Regulation S-K; and
-
to provide a list of subsidiaries of the Company as an exhibit to the Form 10-K.
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 Form 10-K, 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
-2-
PART I.
ITEM
1.
BUSINESS.
Lake
Victoria Mining Company, Inc. (formerly known as Kilimanjaro Mining Company,
Inc.) was incorporated on December 11, 2006 under the laws of the State of
Nevada. We are an exploration stage corporation. An exploration stage
corporation is one engaged in the search for mineral deposits or reserves which
are not in either the development or production stage. We intend to conduct
mineral exploration activities on properties to find an economic mineral body
containing gold. Effective September 30, 2008, we were no longer a shell
company. We maintain our statutory registered agents office at The Corporation
Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our
business and administrative office is located at 1781 Larkspur Drive, Golden,
Colorado 80401. This is our mailing address as well. Our telephone number is
(303) 586-1390. Roger Newell, our president, supplies this office space on a
rent-free basis. Throughout the notes to the consolidated financial statements
the term Company refers to the consolidated combined financial information and
activities of Kilimanjaro Mining Company, Inc. (Kilimanjaro) and its
previously reporting subsidiary Lake Victoria Mining Company, Inc. (Lake
Victoria). The Company is also referred to as we, us and our.
Business
The
principal business of the Company both as previously reported and as
restructured through the share exchange of July 8, 2009, as described below, is
to search for mineral deposits or reserves which are not in either the
development or production stage. The Company is an exploration stage corporation
that is conducting exploration activities primarily on prospective gold
properties that are located in the United Republic of Tanzania, East Africa. We
are exploring our properties by conducting an extensive program of mapping
geology, sampling soils and rocks, assaying the samples for gold, geophysical
surveying and drilling to identify faults and other geologic structures that
might be helping to control the location of important gold values.
On May
4, 2009, Kilimanjaro completed a Property Acquisition Agreement with Geo Can
Resources Company Limited (Geo Can) a company incorporated in the United
Republic of Tanzania, East Africa. Geo Can is based in Tanzania and has a common
director to the Company. Geo Can has been involved in the identification,
acquisition and exploration of mineral resource properties in Tanzania for more
than three years and had accumulated a large desirable property portfolio. In
addition it supplies contract exploration services within Tanzania for other
companies. Under the terms of the May 4, 2009 agreement, Kilimanjaro acquired
100% interests of the mineral property assets of Geo Can, which included 33 gold
prospecting licenses and 13 uranium licenses. Geo Can had entered into property
option agreements, regarding some of these resource properties, with Lake
Victoria before the Property Acquisition Agreement with Kilimanjaro, but, as a
consequence of the May 4, 2009 agreement, Geo Can no longer has any interest in
those prior property agreements.
On July
8, 2009, Kilimanjaro Mining Company, Inc. and Lake Victoria Mining Company, Inc.
entered into a Securities Exchange Agreement (the acquisition) under which
Lake Victoria acquired all of the issued and outstanding common shares of
Kilimanjaro. Prior to the acquisition, Lake Victoria was a registrant with the
Securities and Exchange Commission and a consolidated subsidiary of Kilimanjaro.
Kilimanjaro and Lake Victoria had been under common control since each of the
entities inception. The acquisition was completed on August 7, 2009 and the
stockholders of Kilimanjaro received approximately 67% of the Companys issued
capital shares. The acquisition was accounted for as a reverse acquisition
restructuring and recapitalization of Kilimanjaro. As the result of this
transfer, the former stockholders of Kilimanjaro owned a majority of the
outstanding shares of the common stock of the Company, and Kilimanjaro was
treated as the accounting acquirer for financial statement purposes. Since Lake
Victoria was a consolidated subsidiary of Kilimanjaro, all of the historical
accounting information previously reported by the registrant is incorporated in
the historical financial information of the Companys consolidated financial
statements. Accordingly, the two entities consolidation reflects all of the
historical financial information without any modification for recognition of
fair value adjustments based upon a
-3-
business combination. The equity of Kilimanjaro for accounting
purposes was restated in the legal framework of its previously controlled
subsidiary Lake Victoria. The continuing legal entity is Lake Victoria Mining
Company, Inc. and all equity information has been restated under its share
structure and the continuing accounting of the consolidated results of
operations are based upon Kilimanjaros consolidation of financial information
from inception.
In
November 2009, to perform our ongoing mineral exploration of prospective gold
properties, we incorporated, Lake Victoria Resources (T) Limited, a wholly-owned
subsidiary in Tanzania.
All of
the Companys mineral property interests are located in the United Republic of
Tanzania, East Africa. Geo Can holds the title of the resource properties in
trust for Kilimanjaro. Most of our 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
Company holds a 100% ownership interest in all of the properties that were
acquired in the May 4, 2009 Property Acquisition agreement that was completed
between Kilimanjaro and Geo Can. The properties are unencumbered and there are
no competitive conditions which affect the properties. Further, there is no
insurance covering the properties and we believe that no insurance is necessary
since at this point the properties are unimproved.
We have
no revenues, we have incurred losses since inception, we have been issued a
going concern opinion and we have relied upon the sale of our securities to fund
operations.
To date,
we have not discovered a commercially viable ore body, mineral deposit, or
mineral reserve, on any of our properties and we will be unable to do so until
further exploration is done and a comprehensive evaluation concludes an economic
and legal feasibility study.
Our
property portfolio is large, therefore we may interest other companies in our
properties to either participate by means of option or joint venture agreements
in the exploration of them or to finance and establish production if
mineralization is found.
Although
our exploration focus during this reporting period was on Kinyambwiga and
Singida gold projects, we plan to commence initial exploration on our other gold
projects during the upcoming reporting period as we continue to advance
Kinyambwiga and Singida. See ITEM 2: Properties, Table 1 and Table 2 for a
complete property license list by project, license number area, district and
size.
Competitive Factors
The gold
mining industry is fragmented, that is there are many gold prospectors and
producers, small and large. We are a small exploration stage mining company and
we do not have the financial, personnel or equipment resources that many
competitors possess. Because of our lack of resources we may not be able to
adequately withstand the competitive forces that exist in the mining industry
generally and specifically with respect to gold mining.
Regulations
Mineral
rights in the United Republic of Tanzania are governed by the Mining Act of
1998, and control over minerals is vested in the United Republic of Tanzania.
Prospecting for minerals may only be conducted under authority of a mineral
right granted by the Ministry of Energy and Minerals under this Act.
The
three types of mineral rights most often encountered, which are applicable to us
include: prospecting licenses; retention licenses; and mining licenses. A
prospecting license grants the holder thereof the exclusive right to prospect in
the area covered by the license for all minerals, other than building and
gemstones, for a period of three years.
-4-
Thereafter, the license is renewable for two
further periods of two years each. On each renewal of a prospecting license, 50
percent of the area covered by the license must be relinquished. Before
application is made for a prospecting license, a prospecting reconnaissance for
a maximum area of 5,000 square kilometers is issued for a period of two years
after which a three-year prospecting license is applied for. A company applying
for a prospecting license must, inter alia, state the financial and technical
resources available to it. A retention license can also be requested from the
Minister, after the expiry of the 3-2-2-year prospecting license period, for
reasons ranging from funds to technical considerations.
Mining
is carried out through either a mining license or a special mining license, both
of which confer on the holder thereof the exclusive right to conduct mining
operations in or on the area covered by the license. A mining license is granted
for a period of 10 years and is renewable for a further period of 10 years. A
special mining license is granted for a period of 25 years and is renewable for
a further period of 25 years. If the holder of a prospecting license has
identified a mineral deposit within the prospecting area which is potentially of
commercial significance, but it cannot be developed immediately by reason of
technical constraints, adverse market conditions or other economic factors of a
temporary character, it can apply for a retention license which will entitle the
holder thereof to apply for a special mining license when it sees fit to proceed
with mining operations.
A
retention license is valid for a period of five years and is thereafter
renewable for a single period of five years. A mineral right may be freely
assigned by the holder thereof to another person, except for a mining license,
which must have the approval of the Ministry to be assigned.
However,
this approval requirement for the assignment of a mining license will not apply
if the mining license is assigned to an affiliate company of the holder or to a
financial institution or bank as security for any loan or guarantee in respect
of mining operations.
A holder
of a mineral right may enter into a development agreement with the Ministry to
guarantee the fiscal stability of a long-term mining project and make special
provision for the payment of royalties, taxes, fees and other fiscal imposts.
We have
complied with all applicable requirements and the relevant licenses have been
issued.
Environmental Law
We are
also subject to Tanzania laws dealing with environmental matters relating to the
exploration and development of mining properties. While in the exploration
stage, on any of our project areas, we are conscious of any environmental impact
we may be having. However, our obligations are very limited, as our activities
cause minimal environmental disturbances and are limited to mapping, sampling,
trenching, geophysical surveying and drilling. Once project areas reach a point
of being commercially feasible for mining then we will be required to conduct
proper environmental impact studies based on feasibility reports and planned
mining operations. We do protect the environment through any regulations
affecting:
1.
|
Health and Safety
|
2.
|
Archaeological Sites
|
3.
|
Exploration Access
|
Employees
To the
extent possible we intend to use the services of subcontractors for manual labor
and exploration work on our properties. Lake Victoria Resources (T) Limited, our
wholly owned Tanzania subsidiary may hire subcontractors and employees to
complete exploration work. A large skilled and unskilled workforce is readily
available within Tanzania to satisfy any labour requirements we may have.
Through contractors and skilled professional employees the company does provide
any necessary on the job training to accomplish our exploration objectives.
-5-
Employees and Employment Agreements
At
present, we have no full-time employees. Our two officers and directors will
each devote a minimum of about 30 percent
of their time to our operation.
Our officers and directors do not have employment agreements with us. We
presently do not have pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt plans in the future.
There are presently no personal benefits available to our officers and
directors. Our president Roger Newell and secretary Heidi Kalenuik
will
handle our administrative duties.
ITEM 1A. RISK
FACTORS.
We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
ITEM
1B.
UNRESOLVED STAFF
COMMENTS.
We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
ITEM
2.
PROPERTIES.
Licenses
The
following chart (Table 1) is a complete list of each gold prospecting license
that we own by project name, license number, the area of location, district of
its location and the size in square kilometers. Table 2, a complete list of our
uranium prospect licenses, follows the gold license list (Table 1). We own no
prospecting property other than the following licenses listed on Table 1 and 2:
Table
1: Gold Projects and License List
|
Project
|
License No
|
Area
|
District
|
Size (SqKm)
|
KALEMELA
|
|
|
|
|
|
PL 2747/2004
|
Magu
|
Magu
|
34.01
|
|
PL 2910/2004
|
Bunda South
|
Bunda
|
37.90
|
|
PL 3006/2005
|
Bunda
|
Bunda
|
56.56
|
|
PL 5892/2009
|
Magu
|
Magu
|
29.67
|
|
PL 5912/2009
|
Magu
|
Magu
|
56.74
|
|
PL 5988/2009
|
Bunda South
|
Magu
|
38.92
|
|
|
|
|
253.80
|
|
|
|
|
|
GEITA
|
|
|
|
|
|
PL 2806/2004
|
Geita
|
Geita
|
21.59
|
|
PL 5958/2009
|
Geita
|
Geita
|
20.85
|
|
|
|
|
42.44
|
|
|
|
|
|
MUSOMA BUNDA
|
|
|
|
|
|
PL 4511/2007
|
Masinono
|
Musoma
|
51.90
|
|
PL 3966/2006
|
Suguti
|
Musoma
|
72.95
|
Kinyambwiga
|
|
|
|
|
|
PL 4653/2007
|
Kinyambwiga
|
Musoma
|
30.89
|
|
24 PML's
|
|
|
|
|
1)PM0001173
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
2)PM0001174
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
3)PM0001175
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
-6-
|
4)PM0001176
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
5)PM0001177
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
6)PM0001178
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
7)PM0001179
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
8)PM0001180
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
9)PM0001181
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
10)PM0001182
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
11)PM0001183
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
12)PM0001184
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
13)PM0001185
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
14)PM0001301
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
15)PM0001302
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
16)PM0001307
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
17)PM0004582
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
18)PM0004583
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
19)PM0004584
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
20)PM0004585
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
21)PM0004586
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
22)PM0004587
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
23)PM0004588
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
24)PM0004589
|
Kinyambwiga
|
Musoma
|
8.36 Hectares
|
|
|
|
|
155.74
|
SINGIDA
|
|
|
|
|
|
|
|
|
|
60
PMLs
|
200mx500m
|
Singida - Londoni
|
Singida
|
6
|
|
|
|
|
6
|
|
|
|
|
|
BUHEMBA
|
|
|
|
|
|
|
|
|
|
|
PL 2979/2005
|
Buhemba
|
Serengeti
|
33.86
|
|
PL 5919/2009
|
Buhemba
|
Serengeti
|
34.92
|
|
|
|
|
68.78
|
|
|
|
|
|
UYOWA
|
|
|
|
|
|
PL 4531/2007
|
Uyowa
|
Urambo
|
95.12
|
|
PL 3425/2005
|
Uyowa
|
Uyowa
|
171.20
|
|
PL 5009/2008/
|
Uyowa
|
Urambo
|
244.32
|
|
PL 5916/2009
|
Uyowa
|
Urambo
|
49.89
|
|
PL 4749/2007
|
Kisimani River and Iseramigas
|
Urambo
|
34.24
|
|
PL 5153/2008
|
Uyowa
|
Uyowa
|
134.96
|
|
PL 3557/2005
|
Uyowa
|
Uyowa
|
171.10
|
|
|
|
|
900.83
|
|
|
|
|
|
KAHAMA
|
|
|
|
|
|
|
|
|
|
Kahama Shinyanga
|
|
|
|
|
|
PL 3439/2005
|
Salawe
|
Shinyanga
|
48.00
|
|
PL 5846/2009
|
Mwamazengo
|
Misungwi
|
42.00
|
|
|
|
|
|
|
|
|
|
|
Kahama South
|
|
|
|
|
|
PLR 4188/2006
|
Kahama South
|
Kahama
|
184.00
|
|
PLR 4189/2006
|
Kahama
|
Kahama
|
61.09
|
|
PL
5844/2009
|
Urambo
|
Kahama
|
184.09
|
-7-
|
|
|
|
519.18
|
NORTH MARA
|
|
|
|
|
|
|
|
|
|
Tarime North Mara
|
|
|
|
|
|
PL4882/2007
|
Tarime
|
Nyagisa/Tarime
|
61.80
|
|
PL3340/2005
|
Ikoma
|
Tarime
|
195.50
|
|
PL2677/2004
|
Tarime
|
Tarime
|
37.32
|
|
PL3005/2005
|
Tarime
|
Mara Tarime
|
85.43
|
|
PL4873/2007
|
Tarime
|
Tarime
|
40.97
|
|
PL3341/2005
|
Utegi
|
Tarime
|
51.51
|
|
PL3339/2005
|
Tarime
|
Tarime
|
3.59
|
|
PL4225/2007
|
Kiagata
|
Musoma
|
42.56
|
|
|
|
|
|
|
|
|
|
|
North Mara Nyabigena East
|
|
|
|
|
PL3355/2005
|
Nyamwanga/Nyamongo
|
Tarime
|
24.17
|
|
PL4645/2007
|
Tarime
|
Tarime
|
16.90
|
|
|
|
|
|
|
|
|
|
|
Kubaisi-Kiserya
|
|
|
|
|
|
PL3338/2005
|
Kubaisi
|
Musoma
|
12.53
|
|
PL4833/2007
|
Kiterere Hills
|
Tarime & Serengeti
|
27.34
|
|
|
|
|
599.62
|
|
|
|
|
|
37 Prospecting Licenses (PLs)
- Total SqKm
|
|
|
2546.39
|
84 Primary
Mining Licenses (PMLs)
|
|
|
|
Table 2 Uranium Projects and License List
Project
|
License No
|
Area
|
District
|
Size (SqKm)
|
MBINGA
|
|
|
|
|
|
PLR 4433/2007
|
Mbinga
|
Songea
|
1,101.00
|
|
PLR 4335/2007
|
Litembo
|
Mbinga
|
462.50
|
|
PL
4254/2007
|
Pulambili
|
Mbinga
|
197.50
|
|
|
|
|
1,761.00
|
|
|
|
|
|
KIWIRA
|
|
|
|
|
|
PL 4651/2007
|
Makete
|
Makete & Kyela
|
173.00
|
|
PL 4406/2007
|
Chunya
|
Mbeya
|
101.60
|
|
PL
4514/2007
|
Kyela
|
Kyela
|
139.60
|
|
|
|
|
414.20
|
|
|
|
|
|
NJOMBE
|
|
|
|
|
|
PLR
4297/2007
|
Njombe
|
Makete
|
282.20
|
|
|
|
|
282.20
|
|
|
|
|
|
LAKE RUKWA
|
|
|
|
|
PLR
4068/2007
|
Chunya
|
Mbeya
|
268.80
|
|
|
|
|
268.80
|
|
|
|
|
|
MKUJU EAST
|
|
|
|
|
PLR 4692/2007
|
Madaba
|
Liwale
|
423.50
|
|
PLR 4644/2007
|
Madaba North
|
Liwale and Kilombero
|
672.79
|
-8-
|
|
1,096.29
|
|
|
|
|
|
10
Prospecting and Reconnaissance Licenses - Total (Sqkm)
|
|
3,822.49
|
|
PROSPECTIVE PROJECTS AND PROPERTIES
The
following map (Map 1) is a gold project location map. The red is the outline
of all of our individual Prospecting Licenses (PLs) that are combined to make a
project area. Our projects are outlined in blue. For a detailed listing see
Item 2: Properties Table 1
Map 1: Gold Project Location Map, March 2010
The
following map (Map 2) is a uranium project location map. The black is the
outline of all of our individual Prospecting Licenses (PLs or PLRs) that are
combined to make a project. Our projects are outlined in grey. For a detailed
listing see Item 2: Properties Table 2
Map 2: Uranium Location Map, March 2010
-9-
Prospective Gold Projects
The
following is a brief overview of our portfolio of prospective mineral
properties, the exploration developments on them where applicable and some of
the details of the historical option agreements for them. During this reporting
period all of our exploration work was concentrated on the Kinyambwiga and
Singida gold projects.
Kalemela Gold Project
Kalemela
project is comprised of PL2747/2004, PL2910/2004, PL3006/2005, PL2892/2009,
PL5912/2009 and PL5988/2009 totaling approximately 253.80 sq. km. The first
event that occurred, on April 1, 2007, was the acquisition of the prospecting
license, PL2747/2004 from Uyowa Gold Mining and Exploration Company Limited,
P.O. Box 3167, Dar es Salaam, Tanzania. Kalemela Gold Project license number:
PL2747/2004 is located within the Southeastern Lake Victoria Goldfields in
Northern Tanzania in Magu District, Mwanza Region and is approximately 125
kilometers northeast of Mwanza. This was followed by a physical examination of
the property by Dr. Roger A. Newell, a geologist, our president and director.
The license is currently recorded in Geo Cans name. Following the initial
examination, we entered an Exploration Services Agreement with Geo Can to
conduct geologic mapping, soil and rock sampling and ground magnetic surveys.
Subsequently,
on November 18, 2008 we acquired two adjacent and contiguous licenses PL3006/2005
and PL2910/2004. We expanded our mineral exploration budget with Geo Can to
complete a similar initial exploration program that was conducted on PL2747/2004.
We have completed the initial exploration of PL3006/2005 and PL2910/2004. The
three licenses totaled about 260 square kilometers. Results of geologic mapping,
ground magnetic surveying and soil and rock sampling have identified exploration
sites suitable for electrical induced polarization (I.P.) geophysical surveys
to further define possible drill targets. Depending on available resources and
project scheduling, follow up soil sampling will be conducted to confirm previous
sampling results, followed by a targeted electrically induced polariztion (I.P.)
geophysical survey and a possible initial drill program. No additional work
was conducted on the Kalemela project during this reporting period.
Location and Access
-10-
Map 3, The Kalemela Gold Property Location Map, Tanzania
illustrates the location of the original three Kalemela licenses relative to
Lake Victoria, the Serengeti National Park and to each of the other licenses.
The
Kalemela Gold Project is located in the Kilimafedha greenstone belt of the Lake
Victoria Gold Field in the Magu and Bunda Districts, Mwanza Region of northern
Tanzania. The properties can be reached by traveling northeastwards from Mwanza
city on the all-weather Mwanza-Magu-Bunda paved highway that continues
northwards to Musoma. PL2747/2004 covers a total area of 70.72 square kilometers
in quadrangle QDS 23/4. PL2910/2004 covers a total area of 77.20 square
kilometers in quadrangle QDS 23/3. PL3006/2005 covers a total area of 113.90
square kilometers in quadrangle QDS 23/4. The original three licenses covered
about 261.8 square kilometers and have each been split in half in compliance
with the Mining Act of Tanzania. This has resulted in the Kalemela project now
being comprised of six (6) PLs with an additional three (3) new PL numbers being
assigned and totaling about 253.80 sq. km. However, all the subsequent
exploration comments refer to the original three prospecting licenses (PLs)
The
properties are near the eastern tip of Lake Victorias Speke Gulf and close to
the southern shoreline of Lake Victoria. The nearest airport with regularly
scheduled flights is in Musoma although the Mwanza airport is preferred where
there are daily flights to and from Dar es Salaam and Kilimanjaro international
airports.
Map 3: Kalemela Gold Project Location Map, December 2008
The city
of Musoma has a population of about 1.5 million and a well-developed social and
commercial infrastructure including: transportation, telecommunications,
educational institutes, hospitals, hotels, and recreational facilities. The
licenses are approximately 86 kilometers south of Musoma. Bunda, a closer,
smaller commercial center than Musoma, is only about 36 kilometers north of the
project area.
Road
access to the licenses from Musoma, the nearest large town, is to Lamadi village
over a well maintained paved highway, and then by dirt roads to all parts of the
project. Two wheel vehicles are satisfactory in the dry season, but four wheel
drive vehicles are required during the wet season.
-11-
Physiography and Climate
Topographically, the license consists of sweeping terrain, with several low
hills in the southern and eastern parts; flat stretches of grass and dark
colored clay rich mbuga soils dominate the central and northern parts of the
license. The most conspicuous topographic features in the area surrounding the
project are two large hills known as Ngasamo Hill and Wamangola Hill. These two
hills lie south of the project and are formed by iron and magnesium rich
intrusive rocks.
The
project is located at the western fringe of the Kilimafedha greenstone belt.
Granitoid and greenstone rocks extend northward to the Ndabaka Plains and to the
Serengeti Game Reserve. The licenses constitute the northern extremity of a
large and physiographically mature area known as Sukumaland. The area is
adequately drained by the northwest flowing Lutubiga stream together with
various other tributaries to the generally east flowing Ramadi River. All rivers
in the area flow into the Duma River that eventually empties into Lake Victoria.
The drainage channels are structurally controlled and follow joints, shear zones
and other internal structures in the underlying bedrock. Outcrops are generally
scarce as much of the area is covered with extensive amounts of Recent clay rich
soils.
Geology
The most
significant regional structural feature is the northwest trending Suguti Shear
Zone, which is located about 25 kilometers to the northeast. This structure lies
within a broad, 2-3 kilometer wide depression; smaller faults within our
properties are believed to represent offshoots from the larger Suguti structure.
It may be possible that these small faults have helped to control the location
of elevated metal values.
Greenstone volcanic rocks and granite rocks are the major lithologies present on
the Kalemela licenses. The greenstones have planar flow structures in the
southwest, central and southeast parts of the Property. A major northeast
trending linear feature, present in the Lutubiga area, coincides with greenstone
outcrops in the central part of the Property. Minor northwest trending faults
and fracture features are also present, and a well defined greenstone dike is
present in the central south part of the licenses that might help control some
elevated metal values.
Local (Deposit) Geology
The
local geology of the area is shown in Map 4, and the major rock types are
briefly described below:
Dark Greyish Green Volcanic Rocks (Amphibolites)
The
greenstone rocks form isolated outcrops and extend east-west through the center
of the property. These are believed to be the main host rock for any metals that
might be discovered on the Property.
Grey Granitic Rocks (Syn-tectonic granites)
These
granitic rocks are generally grey colored and coarse-to medium-grained. They are
present in the southern half of the Property.
Late Pink Granite Rocks (Late orogenic
granites)
Late
pink granites are pink colored, and coarse- to fine-grained. These granites
appear to be distinct from the grey granites whose outcrops tend to form rugged
prominent topographical features.
Minor Intrusive Rocks
-12-
Small
occurrences of generally dark green to greenish gray basaltic rocks often are
present in areas of low topographic relief, and rock exposures are generally
rare.
Clay Rich Dark Gray to Black Soil (Mbuga)
The
northern half of the Property consists of heavy, dark colored, clay rich soils.
These soils cover important geologic features in the underlying bedrock, and the
Companys mineral exploration programs are designed to identify prospective
areas below the generally 2- to 3-meter thick soil cover.
History
There
are no historical large mines or developed gold mineralized bodies within the
Property; prior to our current activity, only limited reconnaissance exploration
was conducted on the Property and within the region.
Map 4: Regional Geological Map for the Kalemela Gold
Project, July 2008
Kalemela Exploration Program
The
Kalemela property consists of undeveloped raw land that is easily traversed and
prospected. To our knowledge, the property has only had shallow artisanal mining
pits.
To
evaluate the property, we implemented an initial exploration program consisting
of geochemical surveys such as rock chip, soil sampling, trenching and
geological mapping. These activities have to traverse faults inferred from
aeromagnetic and from ground magnetic geophysical surveys.
Work
done on PL2747/2004 through our exploration services agreement with Geo Can to
date includes: geological mapping at a scale of 1:10,000; 61 rock chip samples;
1,589 soil samples, the soil sampling grid was 200 meters x 50 meters; ten
trenches 1 to 2 meters deep were dug for a combined length of 156 meters; 50
samples were
-13-
collected on rock chip and soil anomalies to define the width
of mineralization within the target area; three pits were dug and a detailed
ground magnetic survey has been completed that covered the entire license. This
magnetic survey has defined the structural setting and rock types present
underlying below the mbuga soils.
All of
the samples have been tested to determine if mineralized material is located on
the property. We take our soil, grab and rock chip samples to analytical
chemists, geochemists and registered assayers located in the city of Mwanza.
Based upon initially encouraging results, we continued our exploration
operations on the contiguous licenses, PL3006 and PL2910.
Exploration work conducted on the three Kalemela Project Licenses PL2747, PL2910
and PL3006 involved the collection and gold analysis of a total of 3,692 soil
samples, 2186 line kilometers of ground magnetic surveying and the collection of
61 rock samples. In PL2747, the soil samples identified a large gold anomaly
that covers an area of about 2 kilometers x 6 kilometers and is partially shown
in Map 5.
Map 5:
Shows a geologic contact between granite and greenstone in PL2747 corresponding
with soil sample gold assay results. This contact zone may be selected for an
induced polarization geophysical survey to help define drill targets. The area
of Map 5 lies in the northeast quarter of Map 6, which displays the interpreted
results of the ground magnetic survey that was conducted.
Map 5: Kalemela Geological and Assay Map, September 2008
The
ground magnetic survey identified geologic structures and rock contacts between
granites and greenstones that could control gold mineralization; the results of
293 individual lines and 2,186 line kilometers of ground magnetic surveying are
shown in Map 6.
Map 6:
Interpreted Ground Magnetic Survey Results Note the strong northwest, cross
cutting fracture zone image features that may control mineral formation.
-14-
Table 3 : Kalemela Project Exploration Statistics
License Number
|
Ground Magnetics
(Line Km)
|
Soil Samples (Number)
|
Rock Samples (Number)
|
PL2747
|
688
|
1589
|
33
|
PL2910
|
648
|
1762
|
22
|
PL3006
|
850
|
341
|
6
|
Total:
|
2,186
|
3,692
|
61
|
The cost
of the initial exploration program for all three Kalemela Gold Project licenses
was approximately $618,970; expenditures for PL2747 were $267,288; for PL2910
were $177,172 and for PL3006 were $174,510. The work program consisted of
gridding, soil and rock sampling, geophysical ground magnetic surveying,
trenching, geological mapping, soil and rock assays, report writing,
accommodations and travel. The exploration work was contracted to be conducted
by Geo Can, commencing in July, 2008 and completing in February, 2009 on all
three Kalemela project licenses. Additional work such as an induced polarization
geophysical survey and trenching may be planned to further define possible drill
RAB (rapid air blast) and RC (reverse circulation) drill targets.
State Mining Project - PL4339/2006 and Igusule
PL2702/2004 and PL5469/2008
(Relingquished)
On
December 22, 2008, we completed an Option to Purchase Prospecting Licenses
Agreement with Geo Can for PL4339/2006 and PL2702/2004. Under the terms of the
agreement and the consideration paid, we acquired the exclusive and irrevocable
option to acquire from the State Mining Corporation a 90% undivided interest in
PL4339/2006 and PL2702/2004 through the Geo Can Option. In Oct 2008, PL2702/2004
was renewed for a second period of two years and was divided into two licenses
PL2702/2004 and PL5469/2008. Dr. Roger A. Newell and Mr. Ahmed Magoma completed
a field visit to PL2702 and PL5469 on January 19th 2009. Shallow iron stained
artisanal mine pits are present and these pits reveal 0.5 meter to 1 meter thick
northeast striking and steeply dipping quartz veins. Evidence of earlier RAB
drilling was also observed. Plans and budgets for the mineral exploration
program on these properties were prepared with an intent for the program to be
conducted during the last two quarters of 2009, but, no work was commenced.
On
August 10, 2009, the Company decided to release the above three licenses and
transferred them back to State Mining Company on August 11 and September 15,
2009. The Company has abandoned its interests in this project and will not be
involved any further exploration activities. No exploration activities were
conducted on these licenses during this reporting period.
Hombolo Village PL4339/2006
-15-
Location and Access
The
Hombolo Prospect is under PL 4339/2006 issued to the State Mining Corporation
(STAMICO) on 9
th
May, 2007 and is valid for 36 months from the date
of grant. It was transferred to Geo Can on September 24, 2008. The total area is
92.22 km
2
and lies within QDS 162/2 (Dodoma East) at Hombolo village.
Access is generally easy as the properties are traversed by a number of roads
that connect nearby villages (MAP 7).
Physiography
The
environment for which Hombolo prospect may fall is that of calcrete related
environment in quaternary deposits. The Hombolo prospect is in QDS 162/2
(Dodoma East). The Hombolo area is covered by mbuga and seasonal swamps. It
forms an internal drainage basin. The prospect is being highly selected for
uranium investigations. There has been no previous detailed investigations in
the area except for the general regional mapping campaign by the Geological
Survey of Tanzania.
Geology
Geological Environments for Uranium Mineralization in
Tanzania
There
are four know environments for uranium mineralization in Tanzania: -
-
In sandstones, especially of the Karron Super Group and Bukoba Super Group
-
In carbonatite complexes of Mesozoic to Recent age.
-
In calcretes related secondary environment in quaternary deposits.
-
In unconformities between Karagwe Ankolean and Bukoba Super Group for
vein-type uranium mineralization.
The
environment for which Hombolo prospect may fall is that of calcrete related
environment in quaternary deposits. The Hombolo area is covered by mbuga and
seasonal swamps. It forms an internal drainage basin. On the basis of one of the
geological environments for uranium mineralization in Tanzania -In calcretes
related secondary environment in quaternary deposits, the Hombolo prospect is
being highly selected for uranium investigations. There has been no previous
detailed investigations in the area except for the general regional mapping
campaign by the Geological Survey of Tanzania.
MAP 7: Location map of PL4339/2006
-16-
Map 8: Geology and Location Map PL4339/2006
Local (Deposit) Geology
-17-
The
Hombolo area is covered by mbuga and seasonal swamps. It forms an internal
drainage basin. On the basis of one of the geological environments for uranium
mineralization in Tanzania - In calcretes related secondary environment in
quaternary deposits, the Hombolo prospect is being highly selected for uranium
investigations. The Hombolo lake is dischargeless drainage basin. The surface
material consists of black, sandy, clay like material. Beneath the clays, there
are clayey sediments which are calcerous and also gypsiferous. The sediments
have are yet to be tested for uranium.
History
Uranium
anomalies were selected from the airborne geophysical survey results for ground
follow up in the 1980/81 field season. With the exception of the anomaly
detected over the Ngualla Carbonatite (QDS 209), these anomalies originated from
outcropping granitic/gneiss rocks and mbugas (seasonal swamps). Granitic/gneiss
rocks were found to contain very low concentrations of syngenetic Uranium. Mbuga
anomalies were found to be caused by secondary Uranium which has been
precipitated from water drainage into these Mbugas during the wet season.
The
areas that were investigated during the airborne geophysical survey comprised
QDS 121, 122, 123, 124, 140, 141, 142, 143, 158, 159, 161, 162, 176, 177, 178,
179 and 209.
Aside
from the countrywide Radiometric Airborne survey, there has been no previous
detailed investigations on PL4339 except for the general regional mapping campaign
by the Geological Survey of Tanzania.
Our Proposed Exploration Program
Plan for Hombolo PL4339
Detailed
ground radiometric survey at 100m grid will be completed on the anomalous block
indicated during country wide Airborne geophysics survey. Trenches and pitting
will be done to validate the previous anomaly. The survey will be followed up by
shallow RAB or Auger drilling.
Igusule PL2702/2004
Location and Access
The
Igusule tenement, PL 2702/04, is situated within the Kahama District, Shinyanga
region, about 100km SE of Bulyanhulu mine and approximately 20km SE of the
Buzwagi deposit. It is located within the Nzega Iramba greenstone belt, in the
Lake Victoria Goldfields of northwestern Tanzania.
Physiography and Climate
The
Igusule, PL2702/2004 is underlain by both lower Nyanzian basalts and Upper
Nyanzian volcaniclastic sediments. Felsic dykes, granite and ultramafic rocks
have intruded the Nyanzian lithologies in the area. Most of the area has
outcropping lithologies (mainly greywacke to the east and basalt on the western
boundary). Granitic sand has been mapped on the NE corner of the tenement. The
area is located on the gravity high and is characterized by crustal scale
structural intersections of WNW, NE, EW and NS- trending magnetic lineaments.
Map 9: Geology and Location Map of PL2702/2004
-18-
-19-
History
The
Igusule, PL2702/2004 had exploration work completed by Barrick Exploration
Africa Limited (BEAL) in the tenement that included; Airborne magnetic survey,
Gravity survey, Geological mapping (1:20,000), soil geochemical sampling (1054)
and RAB (1,905m) drilling programs.
Soil
geochemical sampling program (1054 samples) has been conducted over the tenement
in February and March 2006. The program started with 800m x 100m grid followed
by an infill sampling at 400m x 100m spacing over the area with in-situ soils.
All soil samples were analyzed for Au and multi-element -ME-ICP41. Wide-spaced
RAB was used to investigate the Au-in-soil anomalies.
Three
wide-spaced RAB fences (approx 100m between holes) were drilled at the tenement
(PL 2702) area. A total of 1,905m of RAB drilling (23 holes) were completed in
the tenement. The main lithological units encountered include, mafic volcanic
(fine to medium grained), ultra-mafic intrusive and felsic dykes, which
crosscuts all lithologies.
Our Proposed Exploration Program
Plan for
Igusule PL2702 By combining the Mag-Gravity superimposed image with RAB
drilling results we see that there are 2 or 3 prospective targets. One just east
of the Artisanal mining and the RAB drilling fence area with significant
structural intersections that may be the extension of Artisanal mining and RAB
drilling program area, The other target is south of the RAB drilling fence where
there is another structural intersection .The third target is located east of
the major fault and just in the contact between the Gravity high and low and
containing several structural intersections.
Geita Project PL2806/2004 and PL5958/2009
On
January 27, 2009, we executed a definitive Option Agreement (the Option) with
Geo Can to earn a 50% interest in Geo Cans Geita Gold Project, Prospecting
License Number PL2806. Under the terms of the Option, we acquired a 50% interest
in the Property totaling 43.77 sq km. The Option also provides for the
Company to acquire, through Remaining Interest Options, up to a 75% interest
in the gold project. The Geita Gold Project (License number: PL2806/2004) is
located in Northern Tanzania within the Lake Victoria goldfields in the Geita
District, Mwanza Region. This license is approximately 300 meters south of
AngloGold-Ashantis world-class Nyankanga gold deposit, about 6 kilometers west
of the town of Geita and about 78 kilometers west of Mwanza. The original
prospecting license PL2806 has been divided and the project is now comprised of
two licenses: PL2806/2004 21.59 sq.km. and PL5958/2009 20.85 sq.km. which
totals about 42.44 sq.km.
During
2008 Geo Can completed detailed ground magnetic surveys, and both reconnaissance
and detailed electrical prospecting (induced polarization, I.P.) surveys.
Following this work, we commenced drilling on the Geita Project in January, 2009
and completed 37 reverse circulation drill holes for a total of 3,508 meters
(11,506 feet). The drilling identified sub-economic gold values; the best
mineralized intersection was 2 meters of 3.03 grams per metric ton from 50
meters to 52 meters in drill hole GR-15. The geophysical and geological
information continues to be reviewed to determine if additional exploration
targets exist that justify additional work. No additional work was conducted on
the project during this reporting period.
Description and Location
The
Geita property (License number: PL2806/204) is situated in the famous Lake
Victoria goldfields in Geita district, Mwanza region, northern Tanzania. It is
located between Latitude 2o 54S and 2o 92S and Longitude 32° 06E and 32° 22E
that encompasses an area of 43.77 square kilometers. This area lies
approximately 300 meters south of AngloGold-Ashantis world-class Nyankanga gold
deposit, 6 Km west of the town of Geita and 78 Km west of the city Mwanza.
Mwanza, on the southern shore of Lake Victoria is an important port and the
second largest city in Tanzania.
-20-
Accesiblility, Infrastructure, Physiography and Climate
Geita
(Map 10) can be reached by air via Mwanza International airport, located in
Mwanza town and then 78 Km drive to Geita town via Geita-Biharamulo tarmac road.
The property can as well be reached from Kahama district, Shinyanga through
KakolaGeita road. The Geita town has several mobile telephone networks
(Vodacom, Celtel, Zantel, Tigo and TTCL) and internet communication is available
in local internet cafes.
Topographically on the north side, the property consists of prominent hills and
relative low hills on the southern side (Map 11). Nyamalembo on the northeast
side of the property is the highest reaching elevation of 1474 metres above sea
level (Map 11 and 12). Most of the hills consist of granitic rocks with the
exception of Samena Hill (on the northwest side), which is composed of
greenstone rocks. The hill slopes are covered by Fe rich fertile red or black
soil that grades to black cotton soil on the far south of the hills. The
property area is drained at its midway by the Mtakuja stream, which flows
northwesterly into swamps near Nungwe Bay at the Lake Victoria. The climate is
tropically humid with two major seasons, a wet season that starts from November
to May and a dry season the remainder of the year. The wet seasons maximum
rainfall is between March and April. To date, weather has not affected
exploration progress.
Map 10: Geita Property location, major roads, gold mines and
gold occurrences
-21-
Map 11: Topographical map of the Geita property
Map 12: Geology and Location Map of PL2806/2004
History
The
Geita area has been the most productive gold area in Tanzania with nearly a
continuous history of mining activity from 1932 to the present. To the northwest
at Samena Hill, prospecting and exploration dates back to the 1930s when the
search for gold lead to the discovery of a massive sulphide deposit.
-22-
In 1961,
the Geological Survey of Tanganyika carried out geophysical surveys and drilling
programs. A number of boreholes contained some anomalous base metals but only
small amounts of gold. Before closing in 1966, Geita Gold Mines Ltd. constituted
the largest gold operation in East Africa. It produced 5.5 million tons of ore
at an average grade of 5.3g/t gold from five deposits including Geita,
North-East Extension, Lone Cone, Prospect 30 and Ridge 8.
In 1994,
Cluff Resources (UK based company) acquired ground east and west of Geita
including the Old Geita mines and surrounding prospects. Cluff conducted
exploration work at Lone Cone, Samena, Nyamonge and Prospect 30. Significant
discoveries were made in 1996 when Cluff was acquired by Ashanti Gold. Ashanti
continued exploration work and discovered additional high grade mineralized
zones at Nyankanga west of Lone Cone. Later in 1997, Samax Resources acquired
properties to the north and northeast of Geita Hill (Old Geita mine) at the
location called Kukuluma and Matandani. Presently AngloGold-Ashanti owns the
Geita Gold mine.
The
Geita Gold Mine is subdivided by northwest trending deformation corridors
separated into three distinct sub-terrains, which have been named Nyamulilima in
the west, Nyankanga-Geita in the central and Kukuluma to the northeast. The
Nyankanga block is situated on the southern limb of a west plunging synform with
a west-northwest trending axial plane. The mineralized zone extends more than a
kilometer to the northeast, and to a depth of at least 150 meters.
The
Kukuluma trend comprises five deposits within a five kilometer long
east-southeast mineralized trend that cuts obliquely across northwest trending
horseshoe ridges. The deposits are located six kilometers northeast of Nyankanga
Block. The mineralization is open at depth. Grades and widths indicate an
underground mine might be possible at a future time.
At
Samena Hill prospecting and exploration activities are recorded back to the
1930s. Several companies and individuals combed the area looking for gold
without success. The discovery of the massive sulphides was rather accidental
and the discoverers thought that in the end, the sulphides would lead them to a
gold deposit.
Musoma Bunda Gold Project
The
Musoma Bunda Gold Project is comprised of three Prospecting Licenses (PLs) (see
Table 2 and Figure 13) that are located on the eastern side of Lake Victoria.
All three licenses lie within the Musoma-Mara Greenstone belt.
Location and Access
The
three prospecting licenses (Table 1) lie to the west of the main Mwanza-Musoma
tar road in the Musoma District (see Figure 1). The licenses are located some 30
to 60km south of Musoma, the major town in the district. Access to the
individual licenses is via all weather dirt roads that connect to the various
villages within the license areas. The three licenses are commonly referred to
by the following names:
-
Kinyambwiga (PL 4653/2007)
-
Murangi (PL 4511/2007)
-
Suguti (PL3966/2006)
Physiography, Climate, Vegetation and Water
The area
is typically flat lying and is covered by grass and scattered woodland. Black
cotton soils (mbuga) cover the entire area. The Mohoji and the Serengeti Plains
lie to the south and south east of the area respectively. Perennial streams
bisect the mbuga landscape and drain into Lake Victoria. The climate is
tropically humid with an alternative wet (March to April) and dry season (from
October to December).
-23-
History
Regional
exploration has been carried out in the Musoma District from the 1920s.
Geosurvey International undertook an aeromagnetic survey across the region
during 1976-77. Barth compiled a geological map of the Lake Victoria Goldfields
on a 1:1,000,000 scale in 1990. Exploration and exploitation of gold in the
Musoma-Mara Greenstone belt commenced in the 1920s. Mining occurred during the
colonial times at Buhemba and Kiabakari, located east of the Musoma Bunda
license area. Various international companies have worked on parts of the
licenses since the mid-1990s and have largely concentrated around artisanal
sites. Known artisanal workings occur on both the Kinyambwiga and Suguti
projects.
All
artisanal sites are licensed as Primary Mining Licenses (PMLs) to Tanzanian
Nationals. All 24 PMLs on the Kinyambwiga prospecting license have been
purchased outright by Geo Can Resources Company Limited (Geo Can) and are titled
in the name of a common director of Geo Can and Lake Victoria Mining Company,
Inc..
Regional Geology
The
area is largely underlain by the Archaean Nyanzian Supergroup suite of granitic
rocks (the Musoma Series). These have been uncomformably overlain by
metavolcanic rocks of the Kavirondian System. Most of the documented gold
occurrences in the Musoma-Mara region lie within the Nyanzian formation. The
greenstone belt extends for over 180km from the shores of Lake Victoria in the
west to the Serengeti National Park in the east.
Shear-hosted,
gold bearing quartz veins, often striking NNE-SSW are typically present within
the greenstone rocks. A crosscutting northwest southeast structural fabric is
present.
Kinyambwiga
On
April 2, 2009 we completed an Option to Purchase Prospecting Licenses
Agreement with Geo Can for PL4653/2007. Under the terms of the agreement and
the consideration paid, we will acquire the exclusive and irrevocable option to
acquire from Geo Can an 80% undivided interest in PL4653/2007. The Kinyambwiga
Gold Project is about 208 kilometers northeast of the city of Mwanza in northern
Tanzania, in the Precambian Musoma-Mara greenstone belt of northern Tanzania,
East Africa (Figure 13 ). The project is within the gold producing area near Lake
Victoria, and about 25 kilometers southwest of the past producing Kiabakari mine
(0.8M -oz Au).
Current
assay results, including trench assays from 2008, appear to have defined about a
1,000 meter long mineralized zone with an approximate vein grade of 3.96 grams
per metric ton; additional work is required to confirm these results. A total of
more than 190 samples were collected during the 2009 trenching program;
eighty-five quartz vein samples averaged 3.96 grams per metric ton gold.
The
property covers an area of 30.89 square kilometers in quadrangle QDS23/1.
Previous
exploration work completed included: geological and regolith mapping, ground
magnetics at 200m grid, geochemical soil sampling at 200X50 grid, trenching,
pitting and 6000 meters of Rotary Air Blast (RAB) and 1300 meters of Reverse
Circulation (RC) drilling. A detailed ground magnetic survey at 50m grid spacing
was completed on a portion of the prospecting license, and on June 4th, 2009 we
began to excavate exploration trenches to further expose previously identified
quartz veins. Over 50 trenches were excavated and rock samples from the trenches
were submitted to an assay laboratory. Detailed ground magnetic surveying
suggested that the previously identified quartz veins have a strike length of at
least one kilometer. A detailed trenching program further defined the quartz
veins, and 134 samples collected from 22 trenches averaged 2.28 grams per
-24-
metric ton. An additional 24 bulk samples were selected for
leach assaying these samples returned and average of 3.48 grams per metric ton.
Routine fire assays for these same 24 bulk samples averaged 3.56 grams per
metric ton. Previous excavations and shallow reconnaissance drilling suggests
that multiple veins are present and may extend over a 2 kilometer distance.
Distance
from the nearest town of Bunda to the project is approximately 18 kilometers.
Access from Bunda is over dirt roads through Guta Village; four wheel drive
vehicles are required during the rainy season. The nearest airport is in Musoma.
However, the airport in Mwanza is preferred which has regularly scheduled
flights, and is connected to Bunda with a major paved highway. The distance from
Mwanza to Bunda is approximately 190 kilometers.
Map 13: Musoma-Bunda Gold Project Location Map includes
Kinyambwiga Project PL4653
The
geology at Kinyambwiga consists of granites, northwest trending mafic dykes and
northeast trending gold bearing quartz veins. The granites generally fall into
two main categories: syn- and post-Nyanzian ages, the mafic dykes have moderate
to strong magnetic properties, and the quartz veins follow consistent,
through-going fault structures and have near vertical dips.
Shallow,
small scale artisanal gold mining has intermittently exposed the veins over
approximately 300 to 400 meters and to an estimated depth of about 15 meters.
Exploration by Lake Victoria has focused on defining the locations and gold
grades of multiple veins.
-25-
Kinyambwiga
has two main areas of exploration interest: a northern zone with alluvial gold
deposits and a southern zone of significant hard rock artisanal mining activity.
From June 1, 2009 to date rock sampling, geologic mapping, a detailed ground
magnetic survey, and a major trenching and sampling program has extended and
projected the known vein system to the northeast for at least 1,000 meters. This
detailed exploration program was designed to refine and extend results from the
2008 RC and RAB drilling program.
The
2009, detailed magnetic survey consists of 62 north-south lines of 2.3
kilometers long and spaced 50 meters apart; 143 line kilometers were surveyed
using Company owned, state-of-the-art GPS equipped magnetometers. Interpretation
of the detailed ground magnetic survey highlights the structural shift from
east-northeast to a more northeast direction. From the artisanal workings, the
vein-magnetic pattern extends both to the northeast and to the southwest, which
suggests the quartz veins may have a length greater than one kilometer (see Map
9, magnetic image with superimposed trench locations).
Also
NW trending fault is predominant and mostly associated with dolerite dykes.
During the 2009 trenching program, 54 trenches excavated and detailed samples
were collected from quartz veins exposed in 37 of the trenches. The trenching
and sampling program covered a strike length of about one kilometer. Gold assay
results including those from trenching in 2008 appear to have defined about a
1,000 meter long mineralized zone with approximate vein grades of 3.96 grams per
metric ton (Table 4); much more work is required to confirm these results and to
determine whether Kinyambwiga will contain a commercial ore body. Kinyambwiga
does not contain a mineralized ore body to date.
Map 14: Map of Detailed Total Horizontal Gradient Magnetic
Image with Superimposed Trench Locations at Kinyambwiga Project
Trench Observations
The
main observations obtained during the trenching program are:
-26-
The
western part of the vein system has identified three (3) east-west striking
parallel veins that are 20 to 50 meters apart; there is a northern vein, a
central vein and a southern vein. The central vein curves and connects to the
northern vein or main zone of artisanal mining and the intersection of these
veins is an important exploration target.
A
strike length of about 680 meters is present from trench KNT47 (580952E,
9776490N) in the west to trench KNT36 (581582E, 9776668N) in the east. The veins
are mineralized with disseminated gold, pyrite, minor clay, sericite and
hematite. Trench KNT36 has 0.8 meters of 3.465 grams per ton.
The
southern vein is 100 meters south of the main vein and trench KNT40 exposed 2
meters of 2.74 grams of gold per ton. Other trenches KNT43, KNT48, KNT49, KNT51
and KNT52 also intersected the southern and provided significant gold assays
(Map 15).
Granite
is the main host rock, with associated cross-cutting mafic dikes. The main
alteration minerals are silica, hematite and sericite. Disseminated pyrite is
the main sulfide mineral; oxidation is very shallow, only 1 to 2 meters, and
free gold is often observed in the shallow artisanal mine workings.
Mineralization Style
The
mineralized system at Kinyambwiga consists of two or more steeply dipping,
east-northeast striking quartz veins within deformed granites and with
cross-cutting mafic dykes. The veins vary in thickness from 0.3 meters to 4m
thick and have a tendency to narrow and widen. A structure at trench KNT07
defines a 7 meter wide quartz vein with 5.33 grams/ton that includes 1.5 meters
of 15.61 grams/ton (Map 15).
Map 15: Kinyambwiga Gold Assays from Intersected Quartz
Veins, Trenches and Trench Assays
-27-
Trenching
and assaying results have identified possible extensions to the known quartz
vein system and the gold assays confirm that the veins contain important amounts
of gold. Additional work is planned to further advance the project.
Trench Assay Results
Trench
samples from the quartz vein channel samples as well as chip samples show the
continuity and extent of the mineralized corridor.
Alteration
associated with gold mineralization includes silicification, hematite, weak
sericite and disseminated fine grained pyrite is the main sulfide associated
with high grade gold. Visible gold is present in trench KNT30.
Table 4 : Trench Gold Assay Results
(* indicates
samples with gold values 1 gm/ metric ton or greater)
Trench ID
|
Sample No.
|
Sample Type
|
Weight(Kg)
|
From
|
To
|
Interval(m)
|
Rock type
|
Au(Gold)
|
Ore Zone width(M)
|
Analysis Method
|
KNT01
|
KNT01_126
|
channel
|
2
|
18.7
|
19
|
0.3
|
GR
|
0.66
|
|
FAA505
|
KNT01
|
KNT01_127
|
channel
|
2
|
19
|
19.5
|
0.5
|
QV
|
12.95*
|
|
BLEG
|
KNT01
|
KNT01_128
|
channel
|
2
|
19.5
|
20
|
0.5
|
QV
|
1.6*
|
|
BLEG
|
KNT01
|
KNT01_129
|
channel
|
2
|
20
|
20.5
|
0.5
|
QV
|
5.08*
|
3.5m
|
BLEG
|
KNT01
|
KNT01_130
|
channel
|
2
|
20.5
|
21
|
0.5
|
QV
|
0.92
|
|
BLEG
|
KNT01
|
KNT01_131
|
channel
|
2
|
21
|
21.5
|
0.5
|
QV
|
2.72*
|
|
BLEG
|
KNT01
|
KNT01_132
|
channel
|
2
|
21.5
|
22
|
0.5
|
QV
|
1.3*
|
|
BLEG
|
KNT01
|
KNT01_133
|
channel
|
2
|
22
|
22.5
|
0.5
|
QV
|
1.48*
|
|
BLEG
|
KNT01
|
KNT01_134
|
channel
|
2
|
22.5
|
22.8
|
0.3
|
GR
|
0.7
|
|
FAA505
|
KNT01
|
KNT01_368
|
box sample
|
2
|
19
|
21
|
2
|
QV
|
1.3*
|
|
BLEG
|
KNT01
|
KNT01_369
|
box sample
|
2
|
21
|
23
|
2
|
QV
|
0.37
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT02
|
KNT02_135
|
Channel
|
2
|
27.1
|
27.4
|
0.3
|
GR
|
0.08
|
|
FAA505
|
KNT02
|
KNT02_136
|
Channel
|
2
|
27.4
|
27.7
|
0.3
|
GR
|
0.26
|
|
FAA505
|
KNT02
|
KNT02_137
|
Channel
|
2
|
27.7
|
28.2
|
0.5
|
QV
|
12.58*
|
|
BLEG
|
KNT02
|
KNT02_138
|
Channel
|
2
|
28.2
|
28.7
|
0.5
|
QV
|
4.38*
|
1.3m
|
BLEG
|
KNT02
|
KNT02_139
|
Channel
|
2
|
28.7
|
29
|
0.3
|
QV
|
2.03*
|
|
BLEG
|
KNT02
|
KNT02_141
|
Channel
|
2
|
29
|
29.3
|
0.3
|
GR
|
0.74
|
|
FAA505
|
KNT02
|
KNT02_375
|
box sample
|
2
|
27.7
|
28.7
|
1
|
QV
|
5.63*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT03
|
KNT03_145
|
Channel
|
2
|
28.3
|
28.6
|
0.3
|
GR
|
0.11
|
|
FAA505
|
KNT03
|
KNT03_146
|
Channel
|
2
|
28.6
|
29.1
|
0.5
|
QV
|
8.68*
|
1m
|
BLEG
|
KNT03
|
KNT03_147
|
Channel
|
2
|
29.1
|
29.6
|
0.5
|
QV
|
0.57
|
|
BLEG
|
KNT03
|
KNT03_148
|
Channel
|
2
|
29.6
|
29.9
|
0.3
|
GR/QV
|
0.92
|
|
FAA505
|
KNT03
|
KNT03_149
|
Channel
|
2
|
29.9
|
30.2
|
0.3
|
GR
|
0.46
|
|
FAA505
|
KNT03
|
KNT03_150
|
Channel
|
2
|
30.2
|
30.5
|
0.3
|
GR
|
0.63
|
|
FAA505
|
KNT03
|
KNT03_151
|
Channel
|
2
|
30.5
|
30.8
|
0.3
|
GR
|
1.08*
|
|
FAA505
|
KNT03
|
KNT03_383
|
box sample
|
2
|
28.6
|
29.6
|
1
|
QV
|
1.4*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT04
|
KNT04_157
|
Channel
|
2
|
19.2
|
19.5
|
0.3
|
MAF
|
0.57
|
|
FAA505
|
KNT04
|
KNT04_166
|
Channel
|
2
|
21.6
|
21.9
|
0.3
|
MAF
|
0.1
|
|
FAA505
|
KNT04
|
KNT04_169
|
Channel
|
2
|
22.5
|
22.8
|
0.3
|
GR
|
0.67
|
|
FAA505
|
KNT04
|
KNT04_170
|
Channel
|
2
|
39
|
39.3
|
0.3
|
GR
|
0.11
|
|
FAA505
|
KNT04
|
KNT04_171
|
Channel
|
2
|
39.3
|
39.6
|
0.3
|
GR
|
0.18
|
|
FAA505
|
KNT04
|
KNT04_172
|
Channel
|
2
|
39.6
|
39.9
|
0.3
|
GR
|
0.25
|
|
FAA505
|
KNT04
|
KNT04_173
|
Channel
|
2
|
39.9
|
40.2
|
0.3
|
GR
|
0.75
|
|
FAA505
|
KNT04
|
KNT04_174
|
Channel
|
2
|
40.2
|
40.5
|
0.3
|
GR
|
2.19*
|
|
FAA505
|
KNT04
|
KNT04_175
|
Channel
|
|
40.5
|
40.8
|
0.3
|
GR
|
0.21
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT05
|
KNT05_184
|
Channel
|
2
|
12.1
|
12.4
|
0.3
|
GR
|
0.27
|
|
FAA505
|
KNT05
|
KNT05_185
|
Channel
|
2
|
12.4
|
12.7
|
0.3
|
GR
|
0.44
|
|
FAA505
|
KNT05
|
KNT05_186
|
Channel
|
2
|
12.7
|
13
|
0.3
|
GR
|
0.17
|
|
FAA505
|
KNT05
|
KNT05_188
|
Channel
|
2
|
25.1
|
25.5
|
0.4
|
QV
|
0.31
|
0.4m
|
BLEG
|
KNT05
|
KNT05_189
|
Channel
|
2
|
25.5
|
25.8
|
0.3
|
GR
|
0.18
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT07
|
KNT07_394
|
channel
|
2
|
16
|
16.5
|
0.5
|
GR
|
0.08
|
|
FAA505
|
KNT07
|
KNT07_395
|
channel
|
2
|
16.5
|
17
|
0.5
|
GR
|
4.15*
|
|
FAA505
|
-28-
KNT07
|
KNT07_396
|
channel
|
2
|
17
|
17.5
|
0.5
|
QV
|
0.6
|
|
BLEG
|
KNT07
|
KNT07_397
|
channel
|
2
|
17.5
|
18
|
0.5
|
QV
|
9.52*
|
|
BLEG
|
KNT07
|
KNT07_398
|
channel
|
2
|
18
|
18.5
|
0.5
|
QV
|
1.99*
|
3m
|
BLEG
|
KNT07
|
KNT07_399
|
channel
|
2
|
18.5
|
19
|
0.5
|
QV
|
3.16*
|
|
BLEG
|
KNT07
|
KNT07_402
|
channel
|
2
|
19
|
19.5
|
0.5
|
QV
|
5.9*
|
|
BLEG
|
KNT07
|
KNT07_404
|
channel
|
2
|
19.5
|
20
|
0.5
|
QV
|
1.69*
|
|
BLEG
|
KNT07
|
KNT07_405
|
channel
|
2
|
20
|
20.5
|
0.5
|
QV
|
0.08
|
|
BLEG
|
KNT07
|
KNT07_406
|
channel
|
2
|
20.5
|
21
|
0.5
|
QV
|
0.68
|
|
BLEG
|
KNT07
|
KNT07_407
|
channel
|
2
|
21
|
21.5
|
0.5
|
GR
|
0.11
|
|
FAA505
|
KNT07
|
KNT07_408
|
channel
|
2
|
21.5
|
22
|
0.5
|
GR
|
0.17
|
|
FAA505
|
KNT07
|
KNT07_409
|
channel
|
2
|
22
|
22.5
|
0.5
|
QV
|
26.72*
|
|
BLEG
|
KNT07
|
KNT07_410
|
channel
|
2
|
22.5
|
23
|
0.5
|
QV
|
8.16*
|
|
BLEG
|
KNT07
|
KNT07_411
|
channel
|
2
|
23
|
23.5
|
0.5
|
QV
|
11.94*
|
2.5m
|
BLEG
|
KNT07
|
KNT07_412
|
channel
|
2
|
23.5
|
24
|
0.5
|
QV
|
0.16
|
|
BLEG
|
KNT07
|
KNT07_413
|
channel
|
2
|
24
|
24.5
|
0.5
|
QV
|
1.13*
|
|
BLEG
|
KNT07
|
KNT07_414
|
channel
|
2
|
24.5
|
25
|
0.5
|
GR
|
0.32
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT08
|
KNT08_190
|
Channel
|
2
|
1.2
|
1.5
|
0.3
|
GR
|
0.15
|
|
FAA505
|
KNT08
|
KNT08_191
|
Channel
|
2
|
1.5
|
1.8
|
0.3
|
GR
|
0.85
|
|
FAA505
|
KNT08
|
KNT08_192
|
Channel
|
2
|
1.8
|
2.1
|
0.3
|
GR
|
0.2
|
|
FAA505
|
KNT08
|
KNT08_193
|
Channel
|
2
|
2.1
|
2.6
|
0.5
|
QV
|
1.74*
|
0.5m
|
BLEG
|
KNT08
|
KNT08_194
|
Channel
|
2
|
2.6
|
2.9
|
0.3
|
GR
|
0.39
|
|
FAA505
|
KNT08
|
KNT08_373
|
box sample
|
2
|
2.1
|
2.6
|
0.5
|
QV
|
2.25*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT09
|
KNT09_197
|
Channel
|
2
|
2.7
|
3.2
|
0.5
|
QV
|
5.51*
|
|
BLEG
|
KNT09
|
KNT09_199
|
Channel
|
2
|
3.2
|
3.7
|
0.5
|
QV
|
5.25*
|
1m
|
BLEG
|
KNT09
|
KNT09_201
|
Channel
|
2
|
3.7
|
4
|
0.3
|
GR
|
0.16
|
|
FAA505
|
KNT09
|
KNT09_374
|
box sample
|
2
|
2.7
|
3.7
|
1
|
QV
|
5.79*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT15
|
KNT15_225
|
Channel
|
2
|
2
|
2.3
|
0.3
|
GR
|
0.18
|
|
FAA505
|
KNT15
|
KNT15_227
|
Channel
|
2
|
2.6
|
3.1
|
0.5
|
QV
|
1.27*
|
|
BLEG
|
KNT15
|
KNT15_228
|
Channel
|
2
|
3.1
|
3.6
|
0.5
|
QV
|
0.26
|
|
BLEG
|
KNT15
|
KNT15_229
|
Channel
|
2
|
3.6
|
4.1
|
0.5
|
QV
|
3.39*
|
2m
|
BLEG
|
KNT15
|
KNT15_230
|
Channel
|
2
|
4.1
|
4.6
|
0.5
|
QV
|
0.23
|
|
BLEG
|
KNT15
|
KNT15_231
|
Channel
|
2
|
4.6
|
4.9
|
0.3
|
GR
|
0.25
|
|
FAA505
|
KNT15
|
KNT15_236
|
Channel
|
2
|
21.8
|
22.3
|
0.5
|
QV
|
0.24
|
|
BLEG
|
KNT15
|
KNT15_376
|
box sample
|
2
|
2.6
|
3.1
|
0.5
|
QV
|
0.16
|
|
BLEG
|
KNT15
|
KNT15_377
|
box sample
|
2
|
3.6
|
4.6
|
1
|
QV
|
0.63
|
|
BLEG
|
KNT15
|
KNT15_378
|
box sample
|
2
|
21.8
|
22.3
|
0.5
|
QV
|
0.1
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT16
|
KNT16_239
|
channel
|
2
|
3.5
|
4
|
0.5
|
GR
|
0.13
|
|
FAA505
|
KNT16
|
KNT16_242
|
channel
|
2
|
4
|
4.5
|
0.5
|
GR
|
0.54
|
|
FAA505
|
KNT16
|
KNT16_243
|
channel
|
2
|
4.5
|
5
|
0.5
|
GR
|
0.09
|
|
FAA505
|
KNT16
|
KNT16_244
|
channel
|
2
|
7
|
7.3
|
0.3
|
GR
|
1.1*
|
|
FAA505
|
KNT16
|
KNT16_246
|
channel
|
2
|
7.8
|
8.3
|
0.5
|
QV
|
0.77
|
0.5m
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT18
|
KNT18_248
|
channel
|
2
|
6.4
|
6.7
|
0.3
|
GR
|
0.09
|
|
FAA505
|
KNT18
|
KNT18_249
|
channel
|
2
|
6.7
|
7.2
|
0.5
|
QV
|
0.23
|
|
BLEG
|
KNT18
|
KNT18_250
|
channel
|
2
|
7.2
|
7.7
|
0.5
|
QV
|
1.11*
|
1.5m
|
BLEG
|
KNT18
|
KNT18_251
|
channel
|
2
|
7.7
|
8.2
|
0.5
|
QV
|
0.34
|
|
BLEG
|
KNT18
|
KNT18_252
|
channel
|
2
|
8.2
|
8.5
|
0.3
|
GR
|
0.43
|
|
FAA505
|
KNT18
|
KNT18_253
|
channel
|
2
|
8.5
|
9
|
0.5
|
GR
|
0.43
|
|
FAA505
|
KNT18
|
KNT18_255
|
channel
|
2
|
9.5
|
10
|
0.5
|
GR
|
0.26
|
|
FAA505
|
KNT18
|
KNT18_256
|
channel
|
2
|
11.5
|
12
|
0.5
|
QV
|
0.17
|
|
BLEG
|
KNT18
|
KNT18-379
|
box sample
|
2
|
6.7
|
8.2
|
1.5
|
QV
|
0.93
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT19
|
KNT19_432
|
box sample
|
2
|
22.8
|
23.8
|
1
|
QV
|
0.4
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT21
|
KNT21_276
|
channel
|
2
|
3
|
3.5
|
0.5
|
QV
|
1.74*
|
|
BLEG
|
KNT21
|
KNT21_278
|
channel
|
2
|
3.5
|
4
|
0.5
|
QV
|
3.51*
|
1m
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT22
|
KNT22_283
|
channel
|
2
|
2
|
2.5
|
0.5
|
MAF
|
3.72*
|
|
FAA505
|
KNT22
|
KNT22_285
|
channel
|
2
|
2.8
|
3.3
|
0.5
|
QV
|
0.14
|
1m
|
BLEG
|
KNT22
|
KNT22_286
|
channel
|
2
|
3.3
|
3.8
|
0.5
|
QV
|
0.15
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT23
|
KNT23_326
|
channel
|
2
|
3
|
3.8
|
0.8
|
QV
|
3.73*
|
|
BLEG
|
KNT23
|
KNT23_327
|
channel
|
2
|
3.8
|
4.2
|
0.4
|
QV
|
2.41*
|
1.7m
|
BLEG
|
KNT23
|
KNT23_328
|
channel
|
2
|
4.2
|
4.7
|
0.5
|
QV
|
2.16*
|
|
BLEG
|
KNT23
|
KNT23_329
|
channel
|
2
|
4.7
|
5.3
|
0.6
|
GR
|
0.34
|
|
FAA505
|
KNT23
|
KNT23-370
|
box sample
|
2
|
3
|
4.7
|
1.7
|
QV
|
2.17*
|
|
BLEG
|
-29-
KNT26
|
KNT26_288
|
channel
|
2
|
1.5
|
2
|
0.5
|
MAF
|
0.15
|
|
FAA505
|
KNT26
|
KNT26_289
|
channel
|
2
|
2
|
2.5
|
0.5
|
MAF
|
1.24*
|
|
FAA505
|
KNT26
|
KNT26_290
|
channel
|
2
|
2.5
|
3
|
0.5
|
GR
|
0.53
|
|
FAA505
|
KNT26
|
KNT26_291
|
channel
|
2
|
3
|
3.5
|
0.5
|
GR
|
2.63*
|
|
FAA505
|
KNT26
|
KNT26_292
|
channel
|
2
|
3.5
|
4
|
0.5
|
GR
|
0.43
|
|
FAA505
|
KNT26
|
KNT26_293
|
channel
|
2
|
4
|
4.5
|
0.5
|
GR
|
0.64
|
|
FAA505
|
KNT26
|
KNT26_294
|
channel
|
2
|
4.5
|
5
|
0.5
|
GR
|
0.31
|
|
FAA505
|
KNT26
|
KNT26_295
|
channel
|
2
|
5
|
5.5
|
0.5
|
MAF
|
0.81
|
|
FAA505
|
KNT26
|
KNT26_296
|
channel
|
2
|
5.5
|
6
|
0.5
|
MAF
|
0.29
|
|
FAA505
|
KNT26
|
KNT26_297
|
channel
|
2
|
6
|
6.5
|
0.5
|
MAF
|
0.15
|
|
FAA505
|
KNT26
|
KNT26_298
|
channel
|
2
|
6.5
|
7
|
0.5
|
MAF
|
0.33
|
|
FAA505
|
KNT26
|
KNT26_302
|
channel
|
2
|
7.5
|
8
|
0.5
|
QV
|
1.04*
|
|
BLEG
|
KNT26
|
KNT26_303
|
channel
|
2
|
8
|
8.5
|
0.5
|
QV
|
5.87*
|
|
BLEG
|
KNT26
|
KNT26_306
|
channel
|
2
|
9
|
9.5
|
0.5
|
QV
|
14.19*
|
2m
|
BLEG
|
KNT26
|
KNT26_307
|
channel
|
2
|
9.5
|
10
|
0.5
|
QV
|
3.72*
|
|
BLEG
|
KNT26
|
KNT26_309
|
channel
|
2
|
10.5
|
11
|
0.5
|
GR
|
1.9*
|
|
FAA505
|
KNT26
|
KNT26_310
|
channel
|
2
|
11
|
11.5
|
0.5
|
GR
|
0.36
|
|
FAA505
|
KNT26
|
KNT26_311
|
channel
|
2
|
21
|
21.5
|
0.5
|
GR
|
2.06*
|
|
FAA505
|
KNT26
|
KNT26_312
|
channel
|
2
|
21.5
|
22
|
0.5
|
QV
|
3.45*
|
|
BLEG
|
KNT26
|
KNT26_313
|
channel
|
2
|
22
|
22.5
|
0.5
|
QV
|
10.15*
|
|
BLEG
|
KNT26
|
KNT26_314
|
channel
|
2
|
22.5
|
23
|
0.5
|
QV
|
0.56
|
|
BLEG
|
KNT26
|
KNT26_315
|
channel
|
2
|
23
|
23.5
|
0.5
|
QV
|
2.21*
|
3m
|
BLEG
|
KNT26
|
KNT26_316
|
channel
|
2
|
23.5
|
24
|
0.5
|
QV
|
0.43
|
|
BLEG
|
KNT26
|
KNT26_318
|
channel
|
2
|
24
|
24.5
|
0.5
|
QV
|
0.45
|
|
BLEG
|
KNT26
|
KNT26_323
|
channel
|
2
|
25.5
|
25.8
|
0.3
|
GR
|
0.18
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT27
|
KNT27_336
|
channel
|
2
|
6.3
|
6.7
|
0.4
|
QV
|
5.75*
|
0.4m
|
BLEG
|
KNT27
|
KNT27_337
|
channel
|
2
|
6.7
|
7
|
0.3
|
MAF
|
0.35
|
|
FAA505
|
KNT27
|
KNT27_391
|
box sample
|
2
|
6.3
|
6.7
|
0.4
|
QV
|
2.06*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT28
|
KNT28_339
|
channel
|
2
|
5
|
5.5
|
0.5
|
QV
|
3.76*
|
0.5m
|
BLEG
|
KNT28
|
KNT28_343
|
channel
|
2
|
5.5
|
6
|
0.5
|
GR
|
2.27*
|
|
FAA505
|
KNT28
|
KNT28_392
|
box sample
|
2
|
5
|
5.8
|
0.8
|
QV
|
4.76*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT29
|
KNT29_345
|
channel
|
2
|
3.3
|
4
|
0.7
|
QV
|
0.5
|
|
BLEG
|
KNT29
|
KNT29_346
|
channel
|
2
|
4
|
4.3
|
0.3
|
GR
|
1.59*
|
|
FAA505
|
KNT29
|
KNT29_349
|
channel
|
2
|
9
|
9.5
|
0.5
|
GR
|
0.32
|
|
FAA505
|
KNT29
|
KNT29_371
|
box sample
|
2
|
3.3
|
4
|
0.7
|
QV
|
3.61*
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT30
|
KNT30_352
|
channel
|
2
|
3.7
|
4
|
0.3
|
GR
|
0.9
|
|
FAA505
|
KNT30
|
KNT30_353
|
channel
|
2
|
4
|
4.5
|
0.5
|
QV
|
1.21*
|
|
BLEG
|
KNT30
|
KNT30_354
|
channel
|
2
|
4.5
|
5
|
0.5
|
QV
|
2.71*
|
|
BLEG
|
KNT30
|
KNT30_355
|
channel
|
2
|
5
|
5.5
|
0.5
|
QV
|
1.42*
|
|
BLEG
|
KNT30
|
KNT30_356
|
channel
|
2
|
5.5
|
6
|
0.5
|
QV
|
10.63*
|
2m
|
BLEG
|
KNT30
|
KNT30_357
|
channel
|
2
|
6
|
6.5
|
0.5
|
QV
|
18.9*
|
|
FAA505
|
KNT30
|
KNT30_358
|
channel
|
2
|
6.5
|
7
|
0.5
|
GR
|
1.59*
|
|
FAA505
|
KNT30
|
KNT30_359
|
channel
|
2
|
7
|
7.3
|
0.3
|
GR
|
0.9
|
|
FAA505
|
KNT30
|
KNT30_372
|
box sample
|
2
|
4
|
6
|
2
|
QV
|
1.88*
|
|
BLEG
|
KNT31
|
KNT31_362
|
channel
|
2
|
17
|
17.3
|
0.3
|
GR
|
0.29
|
|
FAA505
|
KNT31
|
KNT31_363
|
channel
|
2
|
17.3
|
17.8
|
0.5
|
QV
|
1.27*
|
|
BLEG
|
KNT31
|
KNT31_364
|
channel
|
2
|
17.8
|
18.3
|
0.5
|
QV
|
2.14*
|
1.5m
|
BLEG
|
KNT31
|
KNT31_365
|
channel
|
2
|
18.3
|
18.8
|
0.5
|
QV
|
1.15*
|
|
BLEG
|
KNT31
|
KNT31_367
|
channel
|
2
|
18.8
|
19.1
|
0.3
|
MAFIC
|
0.15
|
|
FAA505
|
KNT31
|
KNT31_393
|
box sample
|
2
|
17.5
|
18.5
|
1
|
QV
|
0.55
|
|
BLEG
|
|
|
|
|
|
|
|
|
|
|
|
KNT36
|
KNT36_495
|
channel
|
2
|
3
|
3.3
|
0.3
|
GR
|
1.37*
|
|
FAA505
|
KNT36
|
KNT36_496
|
channel
|
2
|
3.3
|
3.8
|
0.5
|
QV
|
5.56*
|
0.5m
|
BLEG
|
KNT36
|
KNT36_503
|
channel
|
2
|
12
|
12.5
|
0.5
|
GR
|
0.1
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT38
|
KNT38_443
|
channel
|
2
|
8
|
8.5
|
0.5
|
GR
|
0.14
|
|
FAA505
|
KNT38
|
KNT38_444
|
channel
|
2
|
8.5
|
9
|
0.5
|
GR
|
0.96
|
|
FAA505
|
KNT38
|
KNT38_445
|
channel
|
2
|
9
|
9.7
|
0.7
|
QV
|
2.24*
|
|
BLEG
|
KNT38
|
KNT38_447
|
channel
|
2
|
9
|
9.7
|
0.7
|
QV
|
2.19*
|
0.7m
|
BLEG
|
KNT38
|
KNT38_448
|
channel
|
2
|
9.7
|
10
|
0.3
|
GR
|
0.59
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT39
|
KNT39_449
|
channel
|
2
|
3.6
|
4
|
0.4
|
GR
|
0.37
|
|
FAA505
|
KNT39
|
KNT39_450
|
channel
|
2
|
4
|
4.5
|
0.5
|
QV
|
0.23
|
|
BLEG
|
KNT39
|
KNT39_451
|
channel
|
2
|
4.5
|
5
|
0.5
|
QV
|
0.73
|
2m
|
BLEG
|
KNT39
|
KNT39_452
|
channel
|
2
|
5
|
5.5
|
0.5
|
QV
|
1.27*
|
|
BLEG
|
KNT39
|
KNT39_453
|
channel
|
2
|
5.5
|
6
|
0.5
|
QV
|
0.33
|
|
BLEG
|
KNT39
|
KNT39_454
|
channel
|
2
|
6
|
6.7
|
0.7
|
GR
|
0.09
|
|
FAA505
|
KNT39
|
KNT39_455
|
channel
|
2
|
6.7
|
7.3
|
0.6
|
GR
|
1.27*
|
|
BLEG
|
KNT39
|
KNT39_457
|
box sample
|
2
|
6.7
|
7.3
|
0.6
|
QV
|
1.19*
|
0.6m
|
BLEG
|
KNT39
|
KNT39_458
|
channel
|
2
|
7.3
|
7.6
|
0.3
|
GR
|
0.12
|
|
FAA505
|
-30-
KNT39
|
KNT39_459
|
channel
|
2
|
11.5
|
12
|
0.5
|
GR
|
0.18
|
|
FAA505
|
KNT39
|
KNT39_462
|
channel
|
2
|
12
|
12.7
|
0.7
|
QV
|
1.16*
|
0.7m
|
BLEG
|
KNT39
|
KNT39_464
|
box sample
|
2
|
12
|
12.7
|
0.7
|
QV
|
0.8
|
|
BLEG
|
KNT39
|
KNT39_465
|
channel
|
2
|
12.7
|
13
|
0.3
|
GR
|
0.56
|
|
FAA505
|
KNT39
|
KNT39_466
|
channel
|
2
|
13
|
13.5
|
0.5
|
GR
|
0.1
|
|
FAA505
|
KNT39
|
KNT39_467
|
channel
|
2
|
13.5
|
14
|
0.5
|
GR
|
0.24
|
|
FAA505
|
KNT39
|
KNT39_468
|
channel
|
2
|
14
|
14.5
|
0.5
|
GR
|
0.09
|
|
FAA505
|
|
|
|
|
|
|
|
|
|
|
|
KNT40
|
KNT40_469
|
channel
|
2
|
2.5
|
3
|
0.5
|
GR
|
0.14
|
|
FAA505
|
KNT40
|
KNT40_470
|
channel
|
2
|
3
|
3.5
|
0.5
|
GR
|
0.11
|
|
FAA505
|
KNT40
|
KNT40_471
|
channel
|
2
|
3.5
|
4
|
0.5
|
GR
|
0.29
|
|
FAA505
|
KNT40
|
KNT40_472
|
channel
|
2
|
7
|
7.5
|
0.5
|
GR
|
1.5*
|
|
FA.A505
|
KNT40
|
KNT40_473
|
channel
|
2
|
7.5
|
8
|
0.5
|
GR
|
1.47*
|
|
FAA505
|
KNT40
|
KNT40_474
|
channel
|
2
|
8
|
8.5
|
0.5
|
QV
|
1.53*
|
0.5m
|
BLEG
|
KNT40
|
KNT40_475
|
box sample
|
2
|
8
|
8.5
|
0.5
|
QV
|
4.59*
|
|
BLEG
|
KNT40
|
KNT40_477
|
channel
|
2
|
9
|
9.5
|
0.5
|
GR
|
0.09
|
|
FAA505
|
KNT40
|
KNT40_479
|
channel
|
2
|
10
|
10.5
|
0.5
|
GR
|
0.54
|
|
FAA505
|
KNT40
|
KNT40_483
|
channel
|
2
|
11
|
11.5
|
0.5
|
GR
|
0.2
|
|
FAA505
|
KNT40
|
KNT40_486
|
channel
|
2
|
12.5
|
13
|
0.5
|
QV
|
1.01*
|
|
BLEG
|
KNT40
|
KNT40_487
|
channel
|
2
|
13
|
13.5
|
0.5
|
GR
|
1.2*
|
|
FAA505
|
KNT40
|
KNT40_488
|
channel
|
2
|
13.5
|
14.2
|
0.7
|
QV
|
2.17*
|
|
BLEG
|
KNT40
|
KNT40_490
|
box sample
|
2
|
13.5
|
14.2
|
0.7
|
QV
|
6.58*
|
0.7m
|
BLEG
|
KNT40
|
KNT40_491
|
channel
|
2
|
14.2
|
14.5
|
0.3
|
GR
|
0.24
|
|
FAA505
|
The
trench assay results for 85 samples (shown above with an * have values of 1.0
gram per metric ton or greater) average 3.96 grams per metric ton. Standard and
duplicate samples are not included when calculating the average grade. Note:
Compiled results for trenches 41-54 were not available when completing the above
report.
Exploration Strategy
The
Exploration Strategy of the three prospecting Licenses is as follows:
Kinyambwiga (PL4653)
Past
exploration has included a detailed ground magnetic survey over the artisanal
sites and environs in the northeast part of the license. Rotary Air Blast (RAB)
drilling (377 boreholes) totaling 7418 meters has been completed across ground
magnetic targets in the northeastern part of the license. Reversed circulation
(RC) drilling (21 boreholes) totaling 1543 meters focused on testing the two
main artisanal sites on the license. This coupled with trenching has delineated
a 400-meter long shear zone containing a number of narrow gold bearing quartz
veins distributed over a surface width of 100 meters. Best borehole grades
returned 20.9g/t Au over 2 meters and 5.14 g/t Au over 8 meters.
Exploration
is to be focused at extending the strike length of the prospect by undertaking:
-
Geological Mapping
-
Geophysical gradient array and pole-dipole surveys
-
Trenching
-
RC drilling
Suguti (PL3966)
The
Suguti license is covered by mbuga soils. A number of regional northeast
southwest and crosscutting northwest-southeast structures, as noted from the
Government regional aeromagnetic survey, pass through the license.
-31-
Exploration
is to be focused at defining the underlying structure by means of a detailed
ground magnetometer and gradient induced polarization (IP) surveys. Follow-up IP
pole-dipole surveys will be planned over favorable targets.
Murangi (PL4511)
Similar
to Suguti, the license is covered by mbuga soils. Ground magnetometer and
gradient array IP surveys are planned to assist in the structural interpretation
of this part of the greenstone belt.
It
is recommended that a targeted electrical induced polarization (I.P.)
geophysical survey be implemented and then to be followed by additional reverse
circulation (RC) drilling and core drilling, during 2010, to confirm these assay
results at depth below selected trenches, artisanal mine workings and identified
geophysical targets.
Singida Gold Project
Company
personnel first visited the Singida project area during March, 2009 and became
aware of the high level of artisanal (small scale) gold mining that was being
conducted along an estimated five (5) kilometer mineralized zone. Subsequently,
on May 15, 2009, the Company signed a Mineral Financing Agreement with one
director of the Company authorizing him, on behalf of the Company, to acquire
Primary Mining Licenses (PMLs) in the Singida area. As of March 31, 2010, this
director has entered into several different Mineral Properties Sales and
Purchase agreements with multiple PML owners that hold title to the licenses
along the mineralized zone at the Singida project area. Twenty-three (23) PML
agreements were executed for an outright purchase of the PMLs and they have been
completed. These twenty-three PMLs have been 100% acquired by this director in
behalf of the Company. The Company also has option agreements to acquire an
additional thirty-seven (37) PMLs within a targeted area at the Singida project.
Under the terms of all the agreements, if we complete all sixty (60) of the
various agreements, that combined form the Singida project area, then our total
purchase consideration will be $7,029,404 by February , 2013.
At
the option of the Company, we may relinquish any PML at any time during the
agreement and transfer the title back to the original owner. Also, at the option
of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value
may be substituted in place of the final payment for each PML and paid on a pro
rata basis determined by the total final number of PMLs involved in a special
mining license.
On
October 27, 2009, the Company signed and renewed a Mineral Properties Purchase
Financing Agreement with one director of the Company which replaced the initial
agreement with Kilimanjaro Mining on May 15, 2009. According to the renewed
agreement, the Company shall provide all the finances required for acquiring and
developing the PMLs in the Singida Project area and the Company will continue to
have a 100% beneficial interest in all PMLs acquired by the director pursuant to
the initial and renewed agreement.
On
January 19, 2010, a director on behalf of the Company signed second addendums to
Singida mineral properties sales and purchase agreements (mineral agreement)
in 2009. The addendums revised and extended the secondary payments of the
mineral agreements.
As
of March 31, 2010, under the terms of the mineral properties sales and purchase
agreements the Company has completed initial option payments in the amount of
$904,148 and $61,482 is accrued as a short term liability.
-32-
On
July 27
and 28
th,
2010, a director on behalf of the
Company signed third addendums to SingidaMineral Properties Sales and Purchase Agreements (mineral
agreement) in 2009. The third addendums revised and extended the secondary
payments of the mineral agreements.
As
of July 28
th
, 2010, under the terms of the Mineral Properties Sales
and Purchase Agreements and the Addendums entered into, the Company has
completed option payments in the amount of $1,246,695.
Summary
The
Singida Gold Project is located in central Tanzania about 600 kilometers south
of Mwanza and approximately 90 kilometers south-southeast of the Regional
government and commercial town center of Singida. The gold fields of interest
were discovered in 2004 by a local farmer, and the location is now an active
small scale artisanal mine site that appears ideal for larger scale mechanized
mining.
Access
from the town of Singida to the project is south over the main paved road to the
village of Ikungi, and then easterly over an all-weather gravel road for a
distance of about 70 kilometers to the village of Londoni. During the wet
season, access within the project area requires 4WD vehicles.
The
property covers an area of about 6 square kilometers in QDS (Quadrangle) number
123/3 for Londoni Village.
More
than 200 mine shafts are estimated present along a shear zone vein system that
is least five kilometers long. This mining activity lies along well defined,
northwest-southeast trending silicified vein and shear zone structures that are
in Precambrian Archean greenstone metavolcanic rocks. The shafts appear to
average about 50 meters deep.
We
began working in the area following an initial field visit by company personnel
in March, 2009. To date work conducted on the project includes: geologic
mapping, detailed ground magnetic and electrical induced polarization (I.P.)
geophysical surveying, mine dump sampling, tailing sampling and sampling of
thirty-six underground mine shafts and mine workings.
Detailed
ground magnetic surveying consists of traverses totaling over 630 line
kilometers, and over 50 line kilometers of IP surveying. Detailed geological
mapping, magnetometer and IP surveying have defined a 5 kilometer long
northwest-southeast trending mineralized sheared zone that contains a system of
sub-parallel quartz veins known to carry important amounts of gold. The company
has collected and assayed more than 8,000 rock samples for gold.
A
total of 184 underground samples, 2,478 tailings samples, and 5,545 mine dump
samples were sent to SGS or HUMAC laboratories in Mwanza for gold assaying.
Assays
for 184 underground mine samples average 7.11 g/t; the highest grade is 140g/t.
No Reserves or Resources are present at this time.
Property Description and Location
The
Singida project is located in central Tanzania about 90 kilometers
south-southeast of the town of Singida (Map 16).
-33-
Map 16: Singida Gold Project Location Map, Tanzania
(PMLs held are shown in green)
Accessibility, Climate, Local Resources, Infrastructure
and Physiography
The
Singida Gold Project is located in central Tanzania about 600 kilometers south
of Mwanza and approximately 90 kilometers south-southeast of the Regional
government and commercial town center of Singida.
The
town of Singida has a population of approximately 75,000 people and a
well-developed social and commercial infrastructure that includes
transportation, telecommunications, educational institutes, hospitals, hotels,
and recreational facilities.
The
project area is hilly, covered with reddish iron rich soils, thorn bushes,
grasses and small trees. Some small family farms are present and corn is the
main crop. The climate in the area is tropically humid with two distinct
seasons; a rainy season from November to May and a dry season from June to
October. Day time temperatures in the dry season vary from 22-32ºC. The region
can experience strong winds; climatic conditions are not expected to unduly
restrict exploration programs.
History
The
Singida area was included in a countrywide airborne magnetic and radiometric
survey undertaken by Geosurvey International between 1976 and 1979. In 1990
after reviewing existing information on the area, H. Barth compiled a geological
map of the Lake Victoria Goldfields at a scale of 1:500,000; unfortunately this
study stopped at Latitude 5
0
South, just north of the Singida project
area.
-34-
Geological Setting
The
Singida project lies within the East African Archean craton. The Archaean craton
in Tanzania consists largely of granites and related belts of volcanic and
sedimentary greenstone rocks. The greenstone belts contain clastic debris of
older granitic and gneissic basement rocks that locally abut against the older
gneiss belts. The Archaean granites and greenstone belts are bordered on the
west by a younger Proterozoic age Ubendian mobile belt. This Ubendian belt
contains meta-sedimentary units not present in the Archaean, but that are
considered to be metamorphosed relics of the Archaean sequences. The Ubendian
rocks have undergone high-grade metamorphism and strong deformation. On the
east, the Archaean block is bordered by the Neoproterozoic Mozambique mobile
belt (Usagaran). The rocks of these belts include marbles and graphitic schists,
gneisses and some high-grade granulites.
At
the close of the Proterozoic, the entire region was effectively peneplained and
buried by continental clastic sediments of the Bukoban System. Abundant mafic
dikes cut this sequence and appear to have been nearly contemporaneous with
sedimentation. Most of the Bukoban rocks have now been eroded, but a major
outlier remains in northwestern Tanzania.
During
the Mesozoic, clastic sediments of the Karoo Series were deposited in rift
basins throughout eastern Tanzania. The oldest Karoo sequences are cut by a wide
range of alkaline intrusives, including carbonatites, kimberlites and alkaline
syenites. Tertiary sediments and volcanics overlie an erosion surface at the top
of the Mesozoic. Subsequent formation of the Cenozoic rift valleys with their
attendant sedimentation and alkalic volcanism has covered the Archaean and
Proterozoic rocks in some areas, and at Singida iron rich soils have formed over
the underlying greenstone rocks.
Regional Geology
The
regional geology at Singida consists of Archean age porphyroblastic biotite
granites and relatively minor amounts of greenstone rocks. The granitic terrain
is similar to that found at Barricks large Buzwagi mine near the town of
Kahama. At Singida, greenstone rocks hosting the gold mineralization are
characterized by mafic volcanics, subordinate felsic volcanics and clastic
sediments. These rocks have experienced multiple periods of deformation.
Property Geology
Associated
with the mafic greenstone host rocks are sheared, fine to medium grained mafic
dikes, a sheared mafic porphyry and gold bearing quartz veins. Ore minerals
reported include native gold, pyrite, arsenopyrite, pyrrhotite and traces of
chalcopyrite. Alteration and gangue minerals include hematite, silica, goethite,
sericite, chlorite and limonite. Weathering and oxidation levels are believed to
generally be between 15 and 20 meters deep. The project area is covered by
reddish iron rich soils that are often 3 to 4 meters thick. Geologic mapping was
conducted at a scale of 1:5,000 (Map 17).
-35-
Map 17: Geological Map of Primary Mining Licenses (PMLs) at
the Singida Project
The
mineralized quartz vein system trends northwest-southeast with a general strike
of about 310 degrees; vein dips are near vertical at about 80
0
NE.
Multiple sub-parallel quartz veins are present along the five kilometer strike
length.
Deposit Types
Gold
ores at Singida are associated with structurally controlled shear zone hosted
quartz veins in mafic greenstone host rocks and with pyrite, arsenopyrite,
pyrrhotite and traces of chalcopyrite. The combination of elevated gold values,
five kilometers of quartz veining in northwest-southeast trending fracture
zones, cross cutting dikes and deformed greenstone rocks makes Singida a very
attractive gold exploration project.
Mineralization
Exploration
at Singida has identified a five kilometer long strike length of quartz veins
hosted in greenstone volcanic rocks. Artisanal mining is very active in the
area,
Artisanal
or small scale mining is from vertical mine shafts that have an average depth of
about 50 meters, and based on safety conditions, Company geologists and
technicians were able to enter and sample 36 of an estimated 200 mine shafts. A
total of 184 samples were collected from the underground workings, and each
sample weight was two kilograms. The samples were assayed at the SGS laboratory
in Mwanza. In general, elevated gold values in the quartz veins are reported to
correlate with stronger fracturing, more limonite and higher silicification. The
higher gold values also tend to be associated with disseminated pyrite.
-36-
Map 18: Map of Mine Shaft Locations, Gold Assays and Vein
Structures Exploration
Exploration
by the Company began in early June 2009 and continues until the time of this
filing July, 2010. Exploration includes geologic mapping, mine
shaft sampling and mapping, tailing sampling, mine dump sampling,
ground magnetic and IP surveying.
Geological Mapping
Detailed
geologic mapping by the Company is being conducted at a scale of 1:5,000 over
the five kilometer long northwest trending mineralized zone. Multiple parallel
to sub-parallel gold bearing quartz vein structures are present in volcanic
greenstone rocks. These mineralized structures are well defined in the
greenstone rock, and based on similar geologic settings, the veins could
continue to a depth of at least 500 meters.
Sampling and Assaying
The
Companys exploration program collected 184 underground samples, 2,478 tailings
samples, and 5,545 mine dump samples.
Underground Sampling
Many
artisanal mine shafts lie along a 5 kilometer northwest trend and the shafts
average about 50 meters deep. Samples were collected from the footwalls, the
hanging walls and from within the quartz veins. The purpose of the underground
sampling program was to determine the gold grades at depth.
-37-
Underground Sampling Procedure
Mine
shafts were entered that were observed to be safe. Two samples were collected as
channel samples across the quartz veins and a third chip sample was collected
from the vein. The chip sample is termed a box sample. One sample was
collected from the footwall and one sample from the hanging wall; a total of 5
samples were collected from each shaft. Each sample weighed 2 kilograms and the
rock was crushed to about 2 centimeters in diameter. A one kilogram sample was
shipped to the SGS laboratory in Mwanza and a second one kilogram sample is in
storage for reference. Blank and standard samples were inserted at 20 sample
intervals; each sample location was numbered and photographed.
Table 5: Assay Results from Sampling 36 Underground Small
Scale Mining Shafts
Shaft Number
|
Sample No
|
Sampling
depth
(m)
|
Au g/t
|
(Quartz vein)
|
Hanging wall
|
Foot wall
|
|
SH001
|
LNSH001
|
4
|
0.58
|
10cm
|
|
|
|
|
LNSH002
|
4
|
2.94
|
|
|
F/W
|
|
|
LNSH003
|
4
|
0.12
|
|
H/W
|
|
|
SH002
|
LNSH004
|
4
|
0.04
|
30cm
|
|
|
|
|
LNSH005
|
4
|
0.08
|
|
|
F/W
|
|
|
LNSH006
|
4
|
0.05
|
|
H/W
|
|
|
SH003
|
LNSH007
|
28
|
1.7
|
30cm
|
|
|
|
|
LNSH008
|
28
|
0.03
|
|
|
F/W
|
|
|
LNSH009
|
28
|
7.62
|
|
H/W
|
|
|
SH004
|
LNSH010
|
41
|
5
|
50cm
|
|
|
|
|
LNSH011
|
41
|
10.1
|
50cm
|
|
|
|
|
LNSH012
|
41
|
18.6
|
50cm
|
|
|
|
|
LNSH013
|
41
|
3.07
|
50cm
|
|
|
|
|
LNSH014
|
41
|
27.7
|
|
|
F/W
|
|
|
LNSH015
|
41
|
0.91
|
|
H/W
|
|
|
SH005
|
LNSH016
|
18
|
3.21
|
50cm
|
|
|
|
|
LNSH017
|
18
|
5.86
|
50cm
|
|
|
|
|
LNSH018
|
18
|
3.55
|
50cm
|
|
|
|
|
LNSH019
|
18
|
1.41
|
|
|
F/W
|
|
|
LNSH021
|
18
|
21
|
|
H/W
|
|
|
SH006
|
LNSH022
|
40.7
|
1.91
|
25cm
|
|
|
|
|
LNSH023
|
40.7
|
1.76
|
25cm
|
|
|
|
|
LNSH024
|
40.7
|
0.38
|
|
|
F/W
|
|
|
LNSH025
|
40.7
|
2.6
|
|
H/W
|
|
|
SH007
|
LNSH026
|
44
|
2.48
|
30cm
|
|
|
|
|
LNSH027
|
44
|
2.94
|
|
|
|
Duplicate of LNSH027
|
|
LNSH028
|
44
|
0.52
|
|
|
F/W
|
|
|
LNSH029
|
44
|
15.9
|
|
H/W
|
|
|
SH008
|
LNSH030
|
30
|
9.68
|
25cm
|
|
|
|
|
LNSH031
|
30
|
8.71
|
25cm
|
|
|
|
|
LNSH032
|
30
|
9.54
|
25cm
|
|
|
|
|
LNSH033
|
30
|
12.4
|
25cm
|
|
|
|
|
LNSH034
|
30
|
1.61
|
|
|
F/W
|
|
|
LNSH035
|
30
|
2.69
|
|
H/W
|
|
|
SH009
|
LNSH036
|
33
|
3.29
|
30cm
|
|
|
|
|
LNSH037
|
33
|
2.84
|
|
|
|
Duplicate of LNSH036
|
|
LNSH038
|
33
|
3.16
|
|
|
F/W
|
|
|
LNSH039
|
33
|
0.16
|
|
H/W
|
|
|
SH010
|
LNSH041
|
3
|
1.68
|
30cm
|
|
|
|
|
LNSH042
|
3
|
1.38
|
|
|
|
Duplicate of LNSH041
|
|
LNSH043
|
3
|
0.47
|
|
|
F/W
|
|
|
LNSH044
|
3
|
1.3
|
|
H/W
|
|
|
SH011
|
LNSH045
|
8
|
0.41
|
30cm
|
|
|
|
|
LNSH046
|
8
|
0.21
|
|
|
|
Duplicate of LNSH045
|
|
LNSH047
|
8
|
0.47
|
|
|
F/W
|
|
|
LNSH048
|
8
|
0.05
|
|
H/W
|
|
|
SH012
|
LNSH049
|
3
|
3.37
|
20cm
|
|
|
|
|
LNSH050
|
3
|
1.36
|
|
|
|
Duplicate of LNSH049
|
|
LNSH051
|
3
|
0.03
|
|
|
F/W
|
|
|
LNSH052
|
3
|
0.02
|
|
H/W
|
|
|
-38-
SH013
|
LNSH053
|
3
|
3.9
|
20cm
|
|
|
|
|
LNSH054
|
3
|
1.16
|
|
|
|
Duplicate of
LNSH053
|
|
LNSH055
|
3
|
0.08
|
|
|
F/W
|
|
|
LNSH056
|
3
|
1.04
|
|
H/W
|
|
|
SH014
|
LNSH057
|
10
|
1.65
|
30cm
|
|
|
|
|
LNSH058
|
10
|
0.93
|
30cm
|
|
|
|
|
LNSH059
|
10
|
0.38
|
|
|
|
Box
sample
|
|
LNSH061
|
10
|
1.65
|
|
|
F/W(10cm)
|
|
|
LNSH062
|
10
|
0.11
|
|
H/W (10cm)
|
|
|
SH015
|
LNSH063
|
18
|
140
|
30cm
|
|
|
|
|
LNSH064
|
18
|
21.8
|
30cm
|
|
|
|
|
LNSH065
|
18
|
82.8
|
|
|
|
Box
sample
|
|
LNSH066
|
18
|
0.15
|
|
|
F/W(20cm)
|
|
|
LNSH067
|
18
|
0.5
|
|
H/W(10cm)
|
|
|
SH016
|
LNSH068
|
2
|
4.11
|
20cm
|
|
|
|
|
LNSH069
|
2
|
1.67
|
|
|
|
Duplicate of
LNSH068
|
|
LNSH070
|
2
|
3.41
|
|
|
|
Box
sample
|
|
LNSH071
|
2
|
0.33
|
|
|
F/W(25cm)
|
|
|
LNSH072
|
2
|
0.22
|
|
H/W(15cm)
|
|
|
SH017
|
LNSH073
|
5
|
71
|
20cm
|
|
|
|
|
LNSH074
|
5
|
59.6
|
|
|
|
Duplicate of
LNSH073
|
|
LNSH075
|
5
|
37.8
|
|
|
|
Box
sample
|
|
LNSH076
|
5
|
4.38
|
|
|
F/W(10cm)
|
|
|
LNSH077
|
5
|
0.57
|
|
HW(10cm)
|
|
|
SH018
|
LNSH078
|
11
|
4.31
|
30cm
|
|
|
|
|
LNSH079
|
11
|
89.5
|
|
|
|
Duplicate of
LNSH079
|
|
LNSH081
|
11
|
27.6
|
|
|
|
Box
sample
|
|
LNSH082
|
11
|
0.55
|
|
|
F/W(10cm)
|
|
|
LNSH083
|
11
|
3.1
|
|
H/W(5cm)
|
|
|
|
LNSH084
|
24
|
1.35
|
50cm
|
|
|
|
|
LNSH085
|
24
|
18.6
|
50cm
|
|
|
|
|
LNSH086
|
24
|
32.5
|
|
|
|
Box
sample
|
|
LNSH087
|
24
|
1.61
|
|
|
F/W(10cm)
|
|
|
LNSH088
|
24
|
3.69
|
|
H/W (10cm)
|
|
|
SH019
|
LNSH089
|
31
|
1.77
|
25cm
|
|
|
|
|
LNSH090
|
31
|
48.4
|
25cm
|
|
|
|
|
LNSH091
|
31
|
11.9
|
|
|
|
Box
sample
|
|
LNSH092
|
31
|
0.23
|
|
|
F/W(10cm)
|
|
|
LNSH093
|
31
|
11.8
|
|
H/W (10cm)
|
|
|
SH020
|
LNSH094
|
3
|
0.16
|
20cm
|
|
|
|
|
LNSH095
|
3
|
0.18
|
|
|
|
Duplicate of
LNSH094
|
|
LNSH096
|
3
|
0.16
|
|
|
|
Box
sample
|
|
LNSH097
|
3
|
0.27
|
|
|
F/W (20cm)
|
|
|
LNSH098
|
3
|
1.83
|
|
H/W (10cm)
|
|
|
SH021
|
LNSH099
|
21
|
9.85
|
25cm
|
|
|
|
|
LNSH101
|
21
|
5.89
|
25cm
|
|
|
|
|
LNSH102
|
21
|
7.49
|
|
|
|
Box
sample
|
|
LNSH103
|
21
|
1.41
|
|
|
F/W
|
|
|
LNSH104
|
21
|
0.22
|
|
H/W
|
|
|
SH022
|
LNSH105
|
4
|
0.29
|
45cm
|
|
|
|
|
LNSH106
|
4
|
0.18
|
|
|
|
Duplicate of
LNSH105
|
|
LNSH107
|
4
|
0.25
|
|
|
|
Box
sample
|
|
LNSH108
|
4
|
0.76
|
|
|
F/W
|
|
|
LNSH109
|
4
|
0.26
|
|
H/W
|
|
|
SH023
|
LNSH110
|
3
|
0.02
|
25cm
|
|
|
|
|
LNSH111
|
3
|
0.03
|
25cm
|
|
|
|
|
LNSH112
|
3
|
0.01
|
|
|
|
Box
sample
|
|
LNSH113
|
3
|
0.02
|
|
|
F/W
|
|
|
LNSH114
|
3
|
0.11
|
|
H/W
|
|
|
SH024
|
LNSH115
|
3
|
0.01
|
40cm
|
|
|
|
|
LNSH116
|
3
|
0.24
|
|
|
|
Duplicate of
LNSH115
|
|
LNSH117
|
3
|
0.02
|
|
|
|
Box
sample
|
|
LNSH118
|
3
|
0.01
|
|
|
F/W
|
|
|
LNSH119
|
3
|
0.02
|
|
H/W
|
|
|
-39-
SH025
|
LNSH121
|
47
|
0.4
|
25cm
|
|
|
|
|
LNSH122
|
47
|
2.32
|
25cm
|
|
|
|
|
LNSH123
|
47
|
2.36
|
|
|
|
Box sample
|
|
LNSH124
|
47
|
0.02
|
|
|
F/W
|
|
|
LNSH125
|
47
|
0.3
|
|
H/W
|
|
|
SH026
|
LNSH126
|
23
|
10.8
|
20cm
|
|
|
|
|
LNSH127
|
23
|
9.47
|
|
|
|
Box sample
|
|
LNSH128
|
23
|
0.45
|
|
|
F/W
|
|
|
LNSH129
|
23
|
3.75
|
|
H/W
|
|
|
SH027
|
LNSH130
|
42
|
28
|
20cm
|
|
|
|
|
LNSH131
|
42
|
13.7
|
20cm
|
|
|
|
|
LNSH132
|
42
|
5.32
|
|
|
|
Box sample
|
|
LNSH133
|
42
|
0.88
|
|
|
F/W
|
|
|
LNSH134
|
42
|
0.57
|
|
H/W
|
|
|
SH028
|
LNSH135
|
32
|
1.62
|
30cm
|
|
|
|
|
LNSH136
|
32
|
2.25
|
|
|
|
Duplicate of LNSH135
|
|
LNSH137
|
32
|
17.8
|
|
|
|
Box sample
|
|
LNSH138
|
32
|
0.21
|
|
|
F/W
|
|
|
LNSH139
|
32
|
0.41
|
|
H/W
|
|
|
SH029
|
LNSH141
|
40
|
1.95
|
30cm
|
|
|
|
|
LNSH142
|
40
|
1.03
|
|
|
|
Duplicate of LNSH141
|
|
LNSH143
|
40
|
0.85
|
|
|
|
Box sample
|
|
LNSH144
|
40
|
0.19
|
|
|
F/W
|
|
|
LNSH145
|
40
|
3.23
|
|
H/W
|
|
|
SH030
|
LNSH146
|
4
|
0.08
|
25cm
|
|
|
|
|
LNSH147
|
4
|
0.11
|
|
|
|
Box sample
|
|
LNSH148
|
4
|
0.23
|
|
|
F/W
|
|
|
LNSH149
|
4
|
0.51
|
|
H/W
|
|
|
SH031
|
LNSH150
|
18
|
0.07
|
20cm
|
|
|
|
|
LNSH151
|
18
|
0.05
|
20cm
|
|
|
|
|
LNSH152
|
18
|
0.17
|
|
|
|
Box sample
|
|
LNSH153
|
18
|
0.57
|
|
|
F/W
|
|
|
LNSH154
|
18
|
0.15
|
|
H/W
|
|
|
SH032
|
LNSH155
|
2
|
3.08
|
30cm
|
|
|
|
|
LNSH156
|
2
|
2.29
|
|
|
|
Box sample
|
|
LNSH157
|
2
|
4.63
|
|
|
F/W
|
|
|
LNSH158
|
2
|
2.43
|
|
H/W
|
|
|
SH033
|
LNSH159
|
4
|
1.44
|
30cm
|
|
|
|
|
LNSH161
|
4
|
9.55
|
|
|
|
Box sample
|
|
LNSH162
|
4
|
2.53
|
|
|
F/W
|
|
|
LNSH163
|
18
|
0.85
|
|
H/W
|
|
|
|
LNSH164
|
16
|
6.14
|
30cm
|
|
|
|
|
LNSH165
|
16
|
29.1
|
|
|
|
Duplicate of LNSH164
|
|
LNSH166
|
16
|
24
|
|
|
|
Box sample
|
|
LNSH167
|
16
|
0.37
|
|
|
F/W
|
|
|
LNSH168
|
16
|
0.82
|
|
H/W
|
|
|
SH034
|
LNSH169
|
16
|
0.56
|
25cm
|
|
|
|
|
LNSH170
|
16
|
0.97
|
25cm
|
|
|
|
|
LNSH171
|
16
|
0.26
|
|
|
|
Box sample
|
|
LNSH172
|
16
|
0.1
|
|
|
F/W
|
|
|
LNSH173
|
16
|
0.15
|
|
H/W
|
|
|
|
LNSH174
|
16
|
0.94
|
15cm
|
|
|
Box sample
|
|
LNSH175
|
16
|
0.2
|
|
|
F/W
|
|
|
LNSH176
|
16
|
1
|
|
H/W
|
|
|
SH035
|
LNSH177
|
18.5
|
11.8
|
20cm
|
|
|
|
|
LNSH178
|
18.5
|
28.6
|
|
|
|
Box sample
|
|
LNSH179
|
18.5
|
0.22
|
|
F/W
|
|
|
|
LNSH181
|
18.5
|
0.02
|
|
|
H/W
|
|
SH036
|
LNSH182
|
25.5
|
61.5
|
12cm
|
|
|
|
|
LNSH183
|
25.5
|
0.84
|
|
F/W
|
|
|
|
LNSH184
|
25.5
|
0.12
|
|
|
H/W
|
|
Gold Tailings Sampling
-40-
The
Company began sampling mine tailings on July 5
th
and continued until
August 9
th
, 2009. A total of 97 individual tailing piles were sampled
using augers for holes spaced on a 4 meter by 4 meter grid. A total of 2,478
samples were collected and assayed during this sampling program. The sampling
aimed at evaluating the tonnage and the average grade for the tailing piles.
Mine Dump Sampling
The
Company began sampling Singida mine dumps on July 8
th
and continued
until mid-September, 2009. A total of 5,545 samples were collected with the
purpose of determining the tonnage and grade of approximately 200 mine dumps on
property controlled by the company.
Geophysical Surveying
Ground Magnetic Survey
A
detailed ground magnetic survey is being conducted using Company owned
equipment, the field data is transmitted on a daily basis for state of the art
processing in Golden, Colorado. The survey lines are oriented north-south; are
25 meters apart; 420 line kilometers are complete; another 56 line kilometers
remain in progress (Map 19).
Map 19: Ground Magnetic Survey Traverse Plan Map
-41-
Based on
images produced, there appears to be a northwest-southeast trending vein strike
length of more than 5 kilometers. In addition, multiple parallel quartz veins
appear to be present and are shown in yellow (Map 20) along with northeast
trending mafic dikes. The trend appears to be open to the northwest and to the
southeast; the northeast-southwest trending mafic dikes appear to cross-cut the
major mineralized structures and may locate a possible open-pit drill target.
Map 20: Total Horizontal Gradient Magnetic Image and
Interpreted Quartz Veins
Induced Polarization (I.P.) Survey
The
detailed I.P. survey results clearly define the northwest trending vein
structures and also appear to show increased structural widths. These images
will help define future drill locations. Initial I.P. results are shown below in
Map 21 and 22.
-42-
Map 21: Apparent Resistivity, Quartz
Veins and Artisanal Shafts over Block C
Map 22: Gradient IP, Quartz Veins and
Artisanal Shafts over Block C
-43-
Sampling Method and Approach
Detailed
underground vein and wall rock samples, mine dump samples and artisanal mine
tailing samples were collected by Lake Victoria mining company at the Singida
gold project. These sample results confirm the presence of multiple veins over
at least a five kilometer long strike length.
Mineral Processing and Metallurgical Testing
We
collected Singida artisanal mine tailings for gold recovery testing. The
recovery tests were conducted at the Resource Development Laboratory, Golden
Colorado. The tailing samples assayed 4.65 grams per metric ton gold, and bottle
roll leaching tests, after: 6 hours resulted in 74.9 percent gold recovery; 24
hours resulted 81.9 percent extraction; and 48 hours yielded 86.6 percent
recovery.
Mineral Resource and Mineral Reserve
Estimates
No
Reserves or Resources are present at this time.
Interpretation and Conclusions
Electrical gradient array IP surveys that commenced in December, 2009 and
continued into 2010 (News Release 17 May 2010) indicated that a number of
subsurface resistive bodies, thought to represent quartz veins, occur beneath
the land surface covering some 400m width of the shear zone and as such would
not have been identified by the artisanal miners. In such greenstone belts, the
gold bearing quartz veins often occur as en echelon packages or ladder vein
sets that may be formed within or discordant to the shear fabric. These sets
often exhibit plunges or ore shoots and needed to be accounted for in creating
the geological model and incorporated within any subsequent drill program.
During
June, 2010, a soil sampling survey was completed across the Singida-Londoni
license area in which 483 samples, including 24 quality control blank samples,
were collected and submitted to SGS Laboratory, Mwanza for gold and arsenic
determination by Aqua Regia. Samples were collected on 400m spaced north-south
grid lines at an interval of 50m and at a depth of 30cm. Additional detailed
mapping of the geology and location of the artisanal working was also carried
out.
The soil
sample results, besides indicating areas of known artisanal mining, have formed
broad, gold-in-soil anomalies. These gold anomalies are occurring over the areas
from which previous electrically induced polarization (IP) geophysical profiling
has identified a number of underground resistive bodies, believed to represent
gold-bearing quartz veins beneath the surface, as reported in the Company's
Press Release of 17th May 2010. The five gold targets, referred to as Sambaru 1
to 5 have surface strike lengths varying between 200 to 600 meters. In addition
to assaying for gold, all of the soil samples were tested for arsenic. Arsenic
in soil samples can often be a "pathfinder" element for gold when gold itself is
not measurably present at surface. In addition to identifying the five targets,
the compiled assay results have defined a large arsenic anomaly that is located
within the central to northwestern part of the license area and encompasses the
Sambaru 4 target, decreasing in intensity towards Sambaru 5 in the northwest
corner of the license. Noteworthy is that four IP profile lines, undertaken
across the recently identified arsenic anomaly, have indicated at least 8
sub-surface, resistive bodies, thought to be gold-bearing quartz veins, across a
surface width of 350 meters.
Mapping
of the location of the artisanal shafts within these target areas suggest that
mining was undertaken on a number of narrow sub-outcropping gold veins across a
surface width of up to 50 meters. However, IP geophysical profiling suggests
that these veins may extend further to the northeast beneath the surface cover.
-44-
Detailed
mapping of the regolith, topography and soils formed an integral part of the
program in order to understand the value of the soil results.
Exploration Strategy
76
reverse circulation (RC) drill holes have been planned totaling nearly 6,000
meters to test the five targets that have been selected. Excavation at drill
site locations has commenced and will be followed up shortly with road
construction to prepare for drilling that is planned for the late August through
September, 2010.
Buhemba Project
The
Buhemba Gold Project is comprised essentially of two Prospecting Licenses (PLs),
which have been reduced by 50% on renewal of the licenses according to
Government regulations. The shed off areas were immediately re-applied as a
separate license in order to keep both licenses intact. The total area of the
combined licenses amounts to 107km
2
(Table 1, Map 2).
Map 23. Location Map of the Prospecting Licenses Comprising the
Buhemba Gold Project
Location and Access
The
Buhemba Gold Project is in the administrative district of Musoma. The project is
accessible either from the main tarmac road, 203km northwest from Mwanza or 33km
south of Musoma town.
Physiographic, Climate, Vegetation and Water
The area
is characterized by two rainy seasons: the main rains falling from March to
April and a lighter period of rain beginning in October and continuing
sporadically through to December. Typically, the annual rainfall averages between 760mm to 1270mm. The
Nyagubu and Rwako rivers, flowing westwards into Lake Victoria, drain the
project area.
-45-
Topographically, the area is generally undulated with granitic hills in the
southern and central parts. The highest point is approximately 1550m above mean
sea level in the southeastern part of the project area. Most of the area is
covered by subsistence farming of cassava, sorghum and maize. Only the hills and
the area underlain with Nyanzian rocks are lightly covered by forest and thick
bush.
History
Three
areas of colonial/artisanal workings are present on PL4892 and PL2344:
1. Magendagenda consists of 2 shallow workings spaced some 500m
apart along a north-south shear zone.
2. Nyabukamu, located approximately
2km north-northwest of Mgendagenda along the sheared granite/greenstone contact.
3. Kiharagweta, located approximately 1km north-northwest of Nyambaku within
north-south trending quartz vein hosted by an inlier of basaltic rocks.
Rand
Gold investigated these PLs between October 2003 to October 2006 in which they
undertook regional soil sampling, mapping with follow-up trenching and pitting.
Artisanal working defined the main soil anomalies, which lie along a north south
to north-northwest by south-southeast, strike direction closely associated with
granite/greenstone contact in the south-western part of the license. The
artisanal area has been covered by 6 Primary Mining Licenses (PML) having
dimensions of 500m x 800m.
Regional Geology
The area
is largely underlain by the Archaean Nyanzian Supergroup suite of granitic rocks
(the Musoma Series). These have been uncomformably overlain by basal
conglomerates (with fragments of Nyanzian rocks), feldspathic grits, argillites,
banded ironformation and minor volcanic rocks of the Kavirondian System.
The
central part of PL4892/2007 consists of basaltic rocks of the Nyanzian
Supergroup enclosed by younger foliated and unfoliated granites. Shearing has
occurred along the western contact of the basaltic rocks and the granite
resulting in a number or generations of quartz veins. Chloritization and local
silicification, with minor Fe-oxidation is present in the basalt wall rocks. A
graphitic metasedimentary unit interbedded within the basalt contains
disseminated pyrite and quartz veinlets. The main structural trend within this
license lies mainly between the northwest and northeast strike directions.
Exploration Strategy
A field
investigation of the work undertaken by Rand Gold has already been completed
which has confirmed the presence of at least 4 areas of artisanal workings.
Follow-up exploration is planned to target the known areas of artisanal mining
as well as to investigate the western sheared basalt/granite contact in PL
4892/2007. Although the PMLs of the artisanal workings do not form part of the
PL license, the owners would be amenable to entering a JV agreement. Pole-Dipole
traverses are planned across the sheared contact in order to prioritize a
follow-up reverse circulation (RC) drilling program expected in September 2010.
No work
has yet been undertaken on either of the two licenses PL2979/2005 and
PL5159/2009 southeast of Buhemba town (Map 23). Soil sampling on 200m x 50m
centers are planned across the license outside the mbuga-covered areas, as well
as gradient IP survey and mapping. Results from these will dictate the next
phase of exploration.
-46-
Uyowa Project
The
Uyowa Gold project consist of a complete package of 7 Prospecting Licenses (PLs)
that cover a total area of 900km2 (Table 1) in the central to western side of
Tanzania (Map 24).
Map 24. Location map showing the Uyowa Prospecting Licenses
Location and Access
Uyowa
Project is located in Tabora Region in northwestern Tanzania. It is situated
approximately 100km to the NW of Tabora town. A reasonable gravel road connects
Tabora with the villages located in the NE corner of the license. Access to the
license area is also from Kahama town situated some 110km to the north by a dry
seasonal road only. The 20km stretch of this road passes through low-lying
ground, which during the rainy season becomes impassable.
Access
within the license is by a number of secondary dirt roads and footpaths.
Physiography, Climate, Vegetation and Water
Topographically, the property is relatively flat and is covered by grassland and
low scrub other than areas in which subsistence farming is being carried on. The
climate is tropically humid with alternating wet and dry seasons.
-47-
History
During
2003-04, Ashanti Goldfields undertook regional exploration across the Uyowa
license in which soil sampling on 400m x 100 centers was completed (133
samples). Regional geological and regolith mapping, covering 84km
2
and 960km
2
respectively, together with a structural interpretation
from the Government Aeromagnetic survey were completed. An area of extensive
artisanal working occurs in the northern part of the license, which is under
license to Primary Mining License (PML) holders. Ashanti Goldfields entered a
joint venture agreement with the PML holders in order to explore the prospect.
They drilled a total of 13 RC holes (999m) on 40m-spaced fences. Best borehole
grades were 5 g/t over 20 m, 3 g/t over 12 m, 85.3 g/t over 1 m, 8.09 g/t over 1
m, and 21.9 g/t over 3m, intersected within 5 gold bearing quartz veins across a
strike of 400 m. The artisanal site appears to be located along a 10km shear
zone.
Regional Geology
The
licenses lie to the southwest of the Nzega greenstone belt within the Archaean
Nyanzian Supergroup suite of granitic rocks. The underlying lithologies on the
Uyowa license consist mostly of granite. Interpretation of the Government
aeromagnetic survey across the license indicates a prominent NE-SW pattern of
fractures and lineaments. A large fold nose has been interpreted in the eastern
part of the license. Besides the extensive artisanal workings in the northern
part of the license, a few artisanal workings are noted in the northern to
eastern half of the license. Gold is being mined from narrow quartz veins within
discrete shear zones.
Exploration Strategy
An
initial site visit was made in July 2010 to the eastern and northern parts of
the license to review the current level of artisanal activity as well as take
cognizance of the logistics involved in setting up an exploration program in the
immediate future. The following exploration strategy is proposed to commence in
September 2010.
-
Purchase the raw aeromagnetic data from the Government that was flown on a
line spacing of 1.0km and at a height of 120m for in-house processing and
interpretation
-
Infill soil sampling on 200m x 50 centers
-
Termitaria sampling
-
Gradient IP survey to initially test the structure of the interpreted fold
nose on the eastern side of the license and across selected blocks.
Results
will decide next phase of exploration (i.e. trenching, pole-dipole IP surveys
and drilling)
Kahama Project
The
Kahama Project is comprised of the Kahama South and Kahama Shinyanga prospecting
licenses consisting of 5 Prospecting Licenses (PLs) that cover a total area of
519km
2
(Table 1) in the central to western side of Tanzania (Maps 25
and 26).
-48-
Map 25. Location map of the Kahama South Prospecting
Licenses
Map 26. Location map of the Kahama Shinyanga Prospecting
License
-49-
Location and Access
Although
all the licenses occur within the same project area they are 100 kilometres a
part. The Kahama Shinyanga license is located some 60km north of the main
KahamaNzega paved road and 35km to the east of the Bulyanhulu Gold Mine. The
license is accessed by the all weather road from the town of Itwapgi, located
close to the Kahama-Nzega junction, northwards to the town of Bungulwa. The road
passes through the eastern side of the license.
Kahama
South licenses are located some 40km to the south-southwest of Kahama town.
Access to the licenses is via a number of all weather dirt roads that lead to
the village of Ushetu and surrounding villages. Access is also possible from
Tabora in the south but is restricted to the dry season only, on account of a
large low lying Gombe River drainage basin to the south of the licenses that
floods during the wet season.
Physiography, Climate, Vegetation and Water
The area
is typically flat lying and is largely covered by mbuga. Typical savannah
scrubland of grass and scattered thorn bush and acacia trees dominant the
landscape. Tobacco and cotton farming are the main cash crops in the area.
Access to parts of the license may be difficult during the rainy season and
would require the use of a 4X4 vehicle.
History
Geosurvey International flew airborne magnetic and radiometric surveys over the
area from 1977-1980. Other than the Government data, no information on
exploration undertaken by previous companies is currently available.
Regional Geology
The
Archaean Nyanzian Supergroup suite of granitic rocks largely underlies the
license areas. Patches of greenstone rocks, comprising of meta-volcanic and
meta-sedimentary units occur as patches within the granitic terrain.
Exploration Strategy
Since
the Company acquired these licenses, no exploration work has yet been undertaken
on them. The projects are basically at grass-roots level of exploration and
thus have a lower priority rating than many of the other projects within the
company portfolio.
An
initial field visit to the projects is to be undertaken in order to access the
level of artisanal workings present on each of the licenses. Due to the large
coverage of mbuga soils, detailed ground magnetometer surveys will be
undertaken across the entire license from which selected follow up targets for
gradient array surveys will be defined. Results of the geophysical programs will
determine the next phase of exploration in order to explore beneath the mbuga
cover.
North Mara Project
The
North Mara Project is comprised of twelve (12) Prospecting Licenses (PLs) and
have been divided into three (3) project blocks, namely the Tarime North, North
Mara Nyabigena East and the Kubiasi-Kiserya areas that cover a total area of
599km
2
(Table1) in the northern part of Tanzania (Maps 27, 28 and
29)
-50-
Map 27. Location map of the Tarime North Mara Prospecting
Licenses.
Map 28. Location of the Nyabigena Prospecting Licenses
-51-
Map 29. Location of the Kubiasi Kiserya Prospecting
Licenses
Location and Access
The
Tarime gold property (PL2677/2004) is located in northern Tanzania within the
Musoma-Mara greenstone belt of the Lake Victoria Goldfield, in Tarime District,
Mara Region. The property covers a total of 518.68km
2
in QDS
(Quadrangle) 5/1, 2, 3 & 4. Its accessibility is through the Tarime-Musoma
road that crosses the property at the southeast corner of the license. Utegi is
the major town centre close to 3341/2005. (Map 27)
The
Nyabigena licenses (Map 28) located to the east of Tarime and proximal to the
Kenya border are largely covered by phonolitic lava that forms the capping of
the Nyamwaga Escarpment.
The
Kubiasi Kiserya licenses (Map 29) occur to the south of the Nyamwaga Escarpment
and North Mara Gold Mine. Both licenses lie on or adjacent to the Mara River and
to the north of the Serengeti Game Reserve.
All
licenses are easily accessible. The Tarime licenses are accessed via the paved
road between Mwanza and Musoma with good secondary roads connecting the various
villages on the licenses. All weather gravel roads pass either through or close
by the other two exploration areas.
Physiography, Climate, Vegetation and Water
The
physiography in the Tarime District is largely flat with black cotton soils
(mbuga) covering much of the area. Most of the area is grassland and only
lightly forested. Rivers are generally intermitted. The climate is tropically
humid with alternative wet and dry season.
-52-
Further
to the north in the Nyabigena license area, the topography becomes hilly and
dark reddish brown soils, developed from the phonolitic lavas, are present.
Granite inselbergs dot the plains to the east around the Mara River region in
the area of the Kubiasi-Kiserya licenses.
History
North
Mara area has a long history of artisanal gold mining. A number of PMLs owned
by artisanal miners have been pegged over known gold workings within the Company
owned licenses. Exploration undertaken by International recognized companies are
not available.
Regional Geology
The
North Mara Goldfields is situated within the eastern arm of the Lake Victoria
Goldfields. The basement geology is composed of Archean granite, meta-volcanic
and meta-sedimentary rocks that make up the greenstone terranes and which form
part of the Tanzanian Craton. The geology in the North Mara Region lies within
the Nyanzian and Kavirondian Systems.
Exploration Strategy
Since
much of the area in the Tarime District is overlain by mbuga soils, target
generation has to be made from undertaking detailed structural analysis from
both Magnetic and IP data. The detailed aeromagnetic survey data undertaken by
the Finnish Geological Survey (2003) is to be purchased from the Government and
processed. Follow-up gradient array surveys will be focused on magnetically
interpreted structural targets. In erosional areas, soil sampling and mapping is
be undertaken with focus around artisanal sites on the licenses.
To
the east, soil sampling and mapping is planned to explore the Kubiasi Kiserya
(PL4833/2007). No exploration is to be undertaken over the prospecting license
(PL3338/2007), which straddles the Mara River. This license, together with the
Nyabigena (PL4645/2007) located over the Nyamwaga Escarpment, is to be
relinquished in the immediate future.
Uranium Projects
Mbinga Project
The
Mbinga Uranium Project is comprised of three (3) Prospecting License (Table 2)
and two (2) Reconnaissance Licenses (Map 30) The Reconnaissance Licenses,
located along the eastern shoreline of Lake Nyasa are currently under
application and have not been included within this summary.
-53-
Map 30. Location map of the Mbinga Uranium projects.
Location and Access
The
Mbinga properties are located in southern Tanzania near Lake Nyasa in the Mbinga
District, of the Ruvuma Region (Map 29). The project is approximately 150 km
west of Songea town, the main commercial and administrative centre in the Ruvuma
region. The Mbinga Uranium Project covers a total area of 1761km
2
located across 4-quarter degree sheets (QDS: 297, 298, 309 and 310). The town of
Mbinga is strategically located within the central part of the property, which
is 100km southwest of the regional centre of Songea. Generally, the property has
poor accessibility and roads within the concessions are limited to a few areas
where 4-wheel drive vehicles are required during the rainy seasons. The dirt
road along the lakeshore is in reasonable condition. The nearest airport with
only irregularly scheduled flights is in Songea town. Another small airstrip
exists at Mbinga town.
Physiography, Climate, Vegetation and Water
Steep
mountain ridges and valleys, dropping off to flat and low-lying plains around
the lakeshore characterize the physiography of the area. Much of the area is
under subsistence cultivation. The climate at Mbinga is continental. Generally
the Ruvuma Region has mild temperatures averaging 23
o
C. October and
November are the hottest months with an average temperature of 30
o
C.
The rainy season commences in early November and continues through to March. A
number of the licenses border the eastern shore of Lake Nyasa (Lake Malawi).
History
Geosurvey
International conducted an airborne radiometric and magnetic survey over the
area from 1977 to 1980.
-54-
High
Resolution Helicopter-Borne Radiometric Survey was contracted to New Resolution
Geophysics (NRG) of South Africa in March 2008, to undertake a survey across all
licenses at a line spacing of 250m.
Geo
Can Resources Company Limited undertook a follow-up ground radiometric survey,
in April 2008 on PL4335. Three uranium anomalies were identified which was
tested by a number of shallow trenches. Values of >1,000ppm
U
3
O
8
were reported from each anomaly.
Regional Geology
The
Mbinga properties lie close to the southern part of the Ruhuhu Basin consisting
of Karoo rock formations of fluvial-continental origin. The rock of the Ruhuhu
Basin unconformably overlies the Usagaran Formation, which comprise of
metamorphosed igneous and sedimentary rocks. The rocks at Mbinga are varied and
in PL4335/2007 and PL4433/2007 are mainly basement gneisses, granites and
granodiorites. In PL4254/2007, the rocks include charnockites, granulites and
gneisses.
Two
major northwest-southeast trending lineaments traverse the properties.
Property Geology
A
total of 117 Uranium point source anomalies have been detected within the
property from the Radiometric Interpretation map, sheet 310 (1980). Three
mineralized trends have been identified from the Geosurveys radiometric total
intensity image. The trends include northeast, north-south and northwest
directions and are largely reflected by braided drainage channels.
On
PL4254/2007, uranium mineralization is associated with small zones of
charnokites and cataclastic mylonites in the upland of Mkwaya village as well as
in the continental arenaceous sediments of the Karoo system in the northeastern
area of the property. To the south, the uranium anomalies correlate with a large
stretch of post-orogenic granite that is partly covered with recent sediments.
More
than 57 uranium anomalies were identified by the Geosurvey International within
and surrounding the property. The most significant anomaly was found to be
associated with the north-south trending zone, which parallels the shoreline of
Lake Nyasa, on the northern side of the property. The anomaly correlates with
dark colored, magnetic mineral bearing sands assumed to be derived from a small
zone of garnet-cordierite granulite.
Exploration Strategy
Exploration
is to be based on the results obtained from the High Resolution Helicopter-Borne
Radiometric Survey. Anomalies shown from the survey are to be prioritized for
follow-up ground survey that is to involve mapping and ground scintillometer
surveys. Rock chip sampling followed by trenching on prospective targets would
be planned before RAB/RC drilling is proposed.
Kiwara Project
The
Kiwara Uranium Project is comprised of three (3) Prospecting License (Table 2,
Map 31).
-55-
Map 31. Location map of the three Prospecting Licenses that
form the Kiwira Uranium Project.
Location and Access
The
Kyela-Kiwira properties (PL4651/07 & PL4514/2007) are 120km southwest of the
Mbeya, the main town in southern Tanzania. A tar road connects Dar es Salaam to
Mbeya. The nearest town to Kiwira property is Kyela town. Access to the property
is good.
The
Chimala-Igurusi property (PL4406/2007) is 65km northeast of Mbeya and is 25
km southwest of Chimala town in Mbarali District. Access to the property is
via the town of Mbarali, located 15 km from license boundary.
Physiography, Climate, Vegetation and Water
The
major topographic feature in Kyela-Kiwira property is the rift valley on the
northern side of Lake Nyasa. The property sits at an altitude of 1,200 to 1,800m
above sea level and typically displays alpine flora.
The
Chimala-Igurusi property occurs at lower altitudes, with a flat lying topography
in the northern part covered with savannah soils. Hills occur in the southern
part of the license. The climate is mainly continental and strongly influenced
by the Nyasa plain, with rain (November - May) and dry (June - October) seasons.
Prior to the rainy season, the region is characterized by mild winds and dust.
In mountainous areas of Kyela-Kiwira area, temperatures are several degrees
colder (< 10°C) in June through November. Chimala-Igurusi area has a typical
savannah climate characterized by hot temperatures in the dry season and is cold
during the wet season.
-56-
History
Initially,
Geosurvey International conducted countrywide airborne radiometric and magnetic
surveys from 1979 to 1980. This airborne geophysical survey identified several
uranium "targets" worthy of further investigations. Fluvial and lacustrine type
deposits were identified in the Chimala-Igurusi area as hosts for the uranium
mineralization. Ground follow-up has shown banded cherts with Mn-stains that
reflect significant radioactivity anomalies.
Unlike
Chimala-Igurusi prospect, the Kyela-Kiwira property shows anomalous radiation
values located within geological setting dominated by the Karoo sediments of the
Selous and Ruhuhu Basins. These sediments are considered to be prospective for
sandstone hosted roll-front type uranium mineralization.
Regional Geology
The
regional geology of the Kyela-Kiwira license is characterized by
Paleoproterozoic (2.0 Ga), highly metamorphosed basement rocks, Karoo
sedimentary formations and Quartenary volcanic sediments. The basement rocks are
made of reworked Archean crust, mainly metamorphic granulites and gneisses. The
regional geology of the Igurusi-Chimala is characterized by Paleoproterozoic
(1.95 Ga) sediments, which have undergone regional metamorphism and, in some
places, have been intruded by granites. These rocks consist of metasediments,
micaceous schists, gneisses and migmatites. The area is bounded by the Usangu
plains of the Mbarali area. Younger Mesoproterozoic (1.37 Ga) continental
argillaceous rocks consisting of reddish and copper rich green shale, quartzites
and dolomite and limestone rocks lie conformably on the underlying
Paleoproterozoic rocks. These sediments are, in turn, overlain by Quaternary
volcanic formations, which cover part of Rungwe and Igurusi-Kongolo area. The
basement rocks reflect prominent regional northeast and northwest striking
structural lineaments. The area has been structurally complicated by extensive
fracture and faulting during the development of the Buhoro and Nyasa basins.
Property Geology
Rock
types within the Kyela-Kiwira project consist of three major groups:
|
(i)
|
Late orogenic Paleoproterozoic granites and granodiorites
(post 1.95Ga);
|
|
(ii)
|
Karoo formation of undifferentiated carboniferous
terrestrial sandstone, quartzite, siltstone, conglomerate and limestone
and often poorly exposed and covered by lake beds underlain by Proterozoic
granites;
|
|
(iii)
|
Nyasa alluvial beds, which comprise of alluvial sediments
namely, fine calcareous sands, fine clays, and silts. The sediments cover
and fill most of the Kyela-Kiwira property. The late Orogenic granitic
rocks consist mostly of hornblende/biotite microgranites with some
syenites being reported within the project area.
|
The
Karoo beds are largely undifferentiated and often poorly exposed and covered by
recent Nyasa alluvial sediments. These sediments fill most of Nyasa plains and
are poorly consolidated lacustrine deposits. The river valleys contain a patchy
distribution of conglomeratic pebbly beds together with considerable amounts of
volcanic tuff. The basement Paleoproterozoic rocks consisting of mylonitic
migmatites, granulites and quartzites have been cut by a series of northwest
trending faults.
The
geology of Chimala-Igurusi property consists of assemblage of Paleoproterozoic
continental sediments with lavas that lie unconformably on the Archean (>2.5
Ga.) basement metamorphic rocks. Younger gabbroic intrusive rocks are common and
have formed a series inselbergs that transect the continental rocks in the southwestern and central Chamoto Hill
area.
-57-
Horizontally bedded sedimentary rocks, comprising of colluviums and
alluvial gritty sands cover most of the property. Alluvial clays intercalated
with colluviums cover the northeastern part of the license. Siliceous clays are
found north and east of Chamoto Hill. The structural set-up of Chimala-Igurusi
prospect is a series of complicated intrusive gabbros, extensive fracture
jointing and faulting. The argillitic rocks, namely shale have been folded with
fold axes plunging to the south.
Exploration Strategy
In
order to define possible drill targets, the first phase of proposed exploration
will be to:
-
Undertake detailed mapping,
-
Sampling and ground radiometric survey
Success
of this first phase will lead to an understanding of the location and extension
of the anomalous radioactive trends from which second phase can be initiated:
-
Shallow RAB drilling
-
Prioritize targets
-
Trenching and detailed ground sampling
-
RC/Diamond drilling on specified targets with the focus to obtain initial
mineral resource estimates.
Njombe Project
The
Njombe Uranium Project is comprised of one (1) Prospecting and Reconnaissance
License (Table 2, Map 32).
Map 32. Location map of the Njombe Uranium Project.
-58-
Location and Access
Njombe
property is centrally located at the junction of survey sheets in the QDS 260,
261, 273 and 274. The town of Njombe is situated 25km to the east of the
property (Map 32). The property is surrounded by numerous small villages. Road
access is restricted to a network of dirt roads and tracks that require 4X4
vehicles to access the property during the rainy season.
Physiography, Climate, Vegetation and Water
The
topography is dominated by gently rolling grass covered ridges and valleys in
the northern parts which develop into sandy plains to the south.
The
climate at the property is mainly continental and strongly influenced by the
high elevation of the area, which is generally between 1500m and 2300m above sea
level. The region is also characterized by strong wind and dust. Temperatures
are often several degrees colder. Fog occurs during the winter season.
Precipitation is moderate.
History
Geosurvey
International undertook an airborne magnetic, radiometric and VLF-EM survey
across the area from 1997-1980. Geo Can Resources Company Limited undertook an
assessment of the data in 2007, which defined the existence of elevated uranium
values following a northwest trend through the middle of the license.
Regional Geology
The
Ubendian System consisting of proterozoic quartz-feldsparthic granular gneiss,
migmatite, underlies geology of the area and amphibolite rocks. The northeast
part of the license is dominated by palaeoproterozoic granitoid consisting
essentially of late- to post-orogenic granite and granodiorite. Recent alkaline
volcanic rocks are found in the northwest part of the license area. The
remainder of the license consists of a northwest-southeast trending belt of
Mesoproterozoic age metasediments, migmatites and orthogneiss that is
interpreted to form part of the Ukingan Group. To the south the Unebian rocks
are exposed. Northwest-southeast trending bands of meta-gabbro, anorthosite and
ultramafic rocks occur to the west and southwest of the license.
Uranium
mineralization is thought to be associated with structural unconformities within
the Proterozoic rocks as well as being related to the intrusive granite of the
Ilunga series.
Exploration Strategy
Based
on the radiometric data obtained by Geosurvey International, a large uranium and
thorium anomaly were shown to occur in the northeast part of property that
follows a northwest trend through the middle of the license. Follow up
exploration is aimed to ground test this anomaly. Mapping and geochemical
sampling by a hand held scintillometer will not only provide a geological model
for the style of Uranium mineralization but will also assist to prioritize
higher grade uranium targets within the anomalous area for follow-up evaluation
Lake Rukwa Project
-59-
The
Lake Rukwa Uranium License forms the Rukwa Project, situated to the east of Lake
Rukwa (Table 2 and Map 33).
Map 33. Location map of the Rukwa Uranium License that forms
the Rukwa Project
Location and Access
The
Rukwa Lake project, covering a total of 268.80 km
2
, is located 45km
west of Lake Rukwa and 150km northwest of Mbeya in southwest Tanzania (Map 33).
Access to the town of Njombe, located 25km to the east of the property, from
Mbeya, is good. Numerous small villages surround the property and road access is
restricted to a network of dirt roads and tracks that require 4X4 vehicle usage
during the wet season.
Physiography, Climate, Vegetation and Water
The
major topographic feature of the property is the Rukwa fault scarp, which
follows a northwest trend, from the southeast corner of the property and cutting
the northern boundary. The Lukwaiti River, due to the uplift of the fault scarp,
has incised into the western corner of the license. Over the remainder of the
license the drainage is mature, and "mbuga" soils are developed in the upper
reaches of most of the rivers and streams. The country is almost entirely
covered with "miombo" forest except for the carbonatite hill lying outside but
immediately adjacent to the northern boundary of the license. This hill is grass
covered, with dense vegetation growing in the gullies. Thorn bushes and
scattered small trees grow over areas where dark-red soils are prevalent.
The
climate at the property is mainly continental and strongly influenced by the
high elevation of the area, which is generally between 3500 ft (1060m) and 4000
ft (1220m) above mean sea level.
-60-
History
Geosurvey
International conducted countrywide airborne radiometric and magnetic surveys
over the area from 1979 to 1980 along 1km spaced flight lines. No recent
exploration undertaken on the license area is known.
Regional Geology
The
property is mostly underlain by syn- and post-orogenic granite and granodiorite.
To the north of the license boundary, gneisses and metasediments of the
Mesoproterozoic-age Karagwe-Ankolean System dominate the bedrock. A carbonatite
plug, referred to as the Rukwa Lake Carbonatite occurs immediately adjacent to
the northwest corner of the license and is also reflected as a radiometric
anomaly.
Exploration Strategy
Follow-up
field investigation into the radiometric anomalies as outlined by Geosurvey
International is to take place by mapping and ground radiometric surveys in
order to define and prioritize targets for focused exploration.
Mkuju and Mkuju East Project
The
Mkuju Uranium Projects comprising of the Mkuju (PLR4644/2007) and Mkuju East
(PLR4692/2007), were granted as Prospecting and Reconnaissance Licenses (Table
2, Map 34)
Map 34. Location map of the two Mkuju Licenses, situated within
the Selous Game Reserve.
-61-
Location and Access
The
Mkuju and Mkuju East licenses are located within the northern and southern parts
respectively of the Selous National Game Reserve in the Liwale and Kilombero
Districts approximately 210km southwest of Dar Es Salaam town and about 50km
north of the town of Madaba. Although a good tarmac road connects Dar to the
game reserve, roads within the license area are limited to few areas in which
4X4 vehicles are required during the rainy season.
Physiography, Climate, Vegetation and Water
The
Mkuju area appears as an erosional window with a well-developed dendritic
drainage pattern within a large mesa plain. The Rufiji River divides the Mkuju
license. The Vegetation consists of scrub bush, elephant grass and a few
hardwood trees, although the mesa areas may be covered by thick forest. Since
this is a game reserve, there are no villages present.
History
Geosurvey
International undertook an airborne magnetic, radiometric and VLF-EM survey over
the area from 1977 to 1980. No other known work has been undertaken on the
properties.
Regional Geology
The
western half of the Mkuju license is underlain by basement metamorphic rocks of
the Mozambique Belt. Elsewhere in the region and on the Mkuju East license the
basement rocks are overlain by continental and marine sedimentary formations of
the Karoo System, which essentially form the Selous Sedimentary Basin. The
Selous Rift Basin extends over 550km in length and has a width of up to 180km.
Significant areas of the license are covered by recent colluviums. The Madaba
uranium occurrences are found within the very coarse-grained felspathic
sandstones with minor interbedded siltstones of the Karoo Formation.
During
1980 Uranerzbergbau commenced drilling at Madaba and completed 23 diamond holes,
which delineated a 4km by 300m zone of mineralization. Three 500m-spaced drill
fences of percussion holes outlined a resource of 700 tons of
U
3
O
8
.
Exploration Strategy
It
has recently been decided by the Company that these two licenses should be
relinquished back to the Government due to the fact that they lie within a
National Game Reserve. Not only are there inherent problems in undertaking
exploration in the park, but the chances of being able to obtain a mining
license to exploit any future discovered resource are slim.
ITEM
3.
LEGAL
PROCEEDINGS.
We
are presently not a party to any litigation.
ITEM
4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During
the fourth quarter, there were no matters submitted to a vote of our
shareholders.
-62-
PART II
ITEM
5.
MARKET
PRICE FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
Our
shares are traded on the Bulletin Board operated by the Federal Industry
Regulatory Authority under the symbol LVCA. A summary of trading by quarter
for 2010 and 2009 fiscal years are as follows:
Fiscal Year
|
|
|
2010
|
High Bid
|
Low Bid
|
Fourth Quarter
1-01-10 to 3-31-10
|
$ 0.65
|
$ 0.33
|
Third Quarter 10-01-09 to
12-31-09
|
$ 1.46
|
$ 0.56
|
Second Quarter
7-01-09 to 9-30-09
|
$ 0.98
|
$ 0.50
|
First Quarter 4-01-09 to 6-30-09
|
$ 0.58
|
$ 0.42
|
Fiscal Year
|
|
|
2009
|
High Bid
|
Low Bid
|
Fourth Quarter
1-01-09 to 3-31-09
|
$ 0.62
|
$ 0.34
|
Third Quarter 10-01-08 to
12-31-08
|
$ 1.20
|
$ 0.55
|
Second Quarter
7-01-08 to 9-30-08
|
$ 1.22
|
$ 0.44
|
First Quarter 4-01-08 to 6-30-08
|
$ 0.90
|
$ 0.02
|
RECENT SALES OF UNREGISTERED EQUITY SECURITIES
From
April 1, 2009 to July 14, 2010 we have not sold any equity securities that were
not registered under the Securities Act of 1933 that were not previously
reported in a quarterly report on Form 10-Q or in a current report on Form 8-K,
except as follows:
On
January 21, 2009 Lake Victoria issued 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 includes an
aggregate cash payment of $200,000 and issuance of 5,500,000 shares of common
stock. On February 13, 2009, the Company issued 4,000,000 shares of common stock
at a fair value of $1,840,000. These shares were subsequently cancelled as a
part of the reverse acquisition with Kilimanjaro. The Company issued these
shares to a non-U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or relying on Section 4(2) of the Securities Act of 1933.
On
April 15, 2010, the Company issued 153,525 restricted shares of common stock and
$21,265, for geological and business development services provided by a
consultant. The services were valued at $71,265. The Company issued these shares
to an accredited investor relying on Regulation D and/or Section 4(2) of the
Securities Act of 1933.
On
April 15, 2010, the Company issued 85,000 restricted shares of common stock for
consulting and business development services provided by a consulting company.
The services were valued at $27,200. The Company issued these shares to a
non-U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933) in an offshore transaction relying on Regulation S and/or relying on
Section 4(2) of the Securities Act of 1933.
As
of May 19, 2010, the Company completed a private placement of 10,473,000 units
at $0.20 per share for total consideration of $2,063,100 and subscription
receivable of $20,000, net of cost of $11,500. Of this, 7,343,650 units were
sold for cash consideration of $1,448,730 as of March 31, 2010. Each Unit
consists 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
share of common stock. The exercise period of the redeemable warrants is
thirty-six months from January 28, 2010. Included in the private placement were
1,350,000 units issued to three directors and officers for $270,000.
-63-
The Company sold these units to 5
non-U.S. persons (as that term is defined in Regulation S of the Securities Act
of 1933) in offshore transactions relying on Regulation S and/or relying on
Section 4(2) of the Securities Act of 1933.
Cash Dividends
As
of the date of this report, we have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our
board of directors and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.
Section Rule 15(g) of the Securities Exchange Act of
1934
Our
shares are covered by section 15(g) of the Securities Exchange Act of 1934, as
amended that imposes additional sales practice requirements on broker/dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions covered by
the rule, the broker/dealer must make a special suitability determination for
the purchase and have received the purchasers written agreement to the
transaction prior to the sale. Consequently, the rule may affect the ability of
broker/dealers to sell our securities and also may affect your ability to sell
your shares in the secondary market.
Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as bid and offer quotes, a
dealers spread and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the FINRAs toll free
telephone number and the central number of the North American Administrators
Association, for information on the disciplinary history of broker/dealers and
their associated persons.
Securities authorized for issuance under equity compensation
plans
We
do not have an equity compensation plans and accordingly we do not have
securities authorized for issuance hereunder.
ITEM 6.
SELECTED
FINANCIAL DATA.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information required under this item
.
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This
section of the annual report includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place undue
certainty on these forward-looking statements, which apply only as of the date
of this report. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
historical results of our predictions.
-64-
During
January 2010, the Company s management reevaluated its accounting treatment of
the presentation of its business combination and the related relationships with
related parties. The Company has made several changes to the narrative sections
of the filings and restated its financial statements to conform to our
understanding of the relative effects of this reevaluation.
Kilimanjaro
Mining Company Inc (Kilimanjaro) initially classified their ownership in Lake
Victoria as a temporary investment. The securities were classified as available
for sale and reported at fair value. The investment was revalued at each
reporting period to fair value and the gain/loss on investment was recorded as
other comprehensive income. The management of Kilimanjaro re-evaluated that
Kilimanjaros control position during the transition period and determined
Kilimanjaro and its control group retained permanent control of Kilimanjaro and
its subsidiary throughout the periods presented. Although Kilimanjaros
investment was temporarily diluted, the investors were passive investors and
management and the directors retained control of Kilimanjaro through the
subsequent acquisition. The financial statements have been presented to fully
disclose this method of accounting.
On
August 7, 2009, Kilimanjaro and Lake Victoria completed the Securities Exchange
Agreement (the Acquisition) under which Lake Victoria acquired all of the
issued and outstanding common shares of Kilimanjaro. The stockholders of
Kilimanjaro received shares representing approximately 67% of Lake Victorias
issued capital shares. Since the stockholders of Kilimanjaro own a majority of
the outstanding shares of the common stock of Lake Victoria, the Acquisition was
accounted for as a reverse acquisition restructuring and recapitalization,
whereby Kilimanjaro is the accounting acquirer for financial statement purposes
which includes the complete financial information on its controlled subsidiary
which was Lake Victoria. Additionally, Kilimanjaro and Lake Victoria were under
common control since each of the entities inception. Accordingly, the two
entities were consolidated for all periods since its inception.
Results of Operations
For the twelve months ending March 31, 2010 compared to the
twelve months ending March 31, 2009:
For
the twelve months ending March 31, 2010, we recorded a net loss before
attribution of the non-controlling interest of $8,034,469. After attribution of
the non-controlling interest of $1,927,226, the loss attributed to the Company
was $6,107,243, or $0.12 per share compared to a net loss for the corresponding
period of 2009 of $1,401,281 or $0.06 per share. All discussions of expenses
reflect no attribution to the non-controlling interest.
General
and administrative expense for the twelve months ending March 31, 2010 increased
by $1,364,037 to $1,455,998 compared to $91,961 for the same period in 2009.
Property
acquisition costs during the 2010 twelve months period decreased by $2,529,689
to $3,935,611 compared to $6,465,300 in 2009.
Exploration
costs during the 2010 twelve months period decreased by $210,357 to $803,810 as
compared to $1,014,167 for the same period of 2009.
Consulting
fees for the twelve months ended March 31, 2010 increased to $1,455,922 compared
to $425,173 for the same period of 2009.
-65-
Management
and director fees in the 2010 period increased to $198,017 compared to $120,500
in 2009.
As
of May 19, 2010, the Company completed a private placement of 10,473,000 units
at $0.20 per share for total consideration of $2,063,100 and subscription
receivable of $20,000, net of cost of $11,500. Of this, 7,343,650 units were
sold for cash consideration of $1,448,730 as of March 31, 2010. Each Unit
consists 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
share of common stock. The exercise period of the redeemable warrants is
thirty-six months from January 28, 2010. Included in the private placement were
1,350,000 units issued to three directors and officers for $270,000.
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. The exercise period of the redeemable warrants is
thirty-six months from September 9, 2009. As of September 30 and December 31,
2009, the Company received $120,000 and $1,454,704, respectively.
On
November 9, 2009, we incorporated Lake Victoria Resources (T) Limited, in
Tanzania, as a wholly owned subsidiary corporation to conduct exploration and
mining activities on all of our mineral properties.
On
July 8, 2009, Kilimanjaro Mining Company, Inc. and Lake Victoria Mining Company,
Inc. entered into a Securities Exchange Agreement (the acquisition) under
which Lake Victoria acquired all of the issued and outstanding common shares of
Kilimanjaro. Prior to the acquisition, Lake Victoria was a registrant with the
Securities and Exchange Commission and a consolidated subsidiary of Kilimanjaro.
Kilimanjaro and Lake Victoria had been under common control since each of the
entities inception. The acquisition was completed on August 7, 2009 and the
stockholders of Kilimanjaro received approximately 67% of the Companys issued
capital shares. The acquisition was accounted for as a reverse acquisition
restructuring and recapitalization of Kilimanjaro. As the result of this
transfer, the former stockholders of Kilimanjaro owned a majority of the
outstanding shares of the common stock of the Company, and Kilimanjaro was
treated as the accounting acquirer for financial statement purposes. Since Lake
Victoria was a consolidated subsidiary of Kilimanjaro, all of the historical
accounting information previously reported by the registrant is incorporated in
the historical financial information of the Companys consolidated financial
statements. Accordingly, the two entities consolidation reflects all of the
historical financial information without any modification for recognition of
fair value adjustments based upon a business combination. The equity of
Kilimanjaro for accounting purposes was restated in the legal framework of its
previously controlled subsidiary Lake Victoria. The continuing legal entity is
Lake Victoria Mining Company, Inc. and all equity information has been restated
under its share structure and the continuing accounting of the consolidated
results of operations are based upon Kilimanjaros consolidation of financial
information from inception.
Plan of Operation
Our
exploration objective is to find an economic mineral body containing gold. Our
success depends upon finding mineralized material. This includes a determination
by our contracted consultants and professional staff whether the property
contains resources and/or reserves. Mineralized material is a mineralized body,
which has been delineated by appropriate spaced drilling or underground sampling
to support sufficient tonnage and average percentage grade of metals to justify
removal. If we dont find mineralized material or we cannot remove mineralized
material, either because we do not have the money to do so or because it is not
economically feasible to do so, we will cease operations and you could lose your
investment.
In
addition, we may not have enough money to complete exploration of our
properties. If it turns out that we have not raised enough money to complete our
exploration program, we will try to raise additional funds from another public
offering, a private placement or loans. At the present time, we are attempting
to raise additional money, but there is no assurance that we will be successful.
If we need additional money and cant raise it, we will have to suspend or cease
operations until we succeed in raising additional money.
-66-
We
must continue to conduct exploration to determine what amount of gold and other
minerals, if any, exist in our properties and if any minerals which are found
can be economically extracted and profitably processed. We contracted with Geo
Can Resources Company Limited (Geo Can), which is a contract services
exploration company in Tanzania, East Africa, to perform exploration services on
all our properties. All exploration and payment commitments as per agreements
between Geo Can and the Company for the Geita, Kinyambwiga and Kalemela projects
were cancelled as part of the agreement between Geo Can and Kilimanjaro prior to
the August 7, 2009 share exchange agreement. Both companies have mutually agreed
that the exploration agreements were terminated in November 2009 when the
Company incorporated its own exploration subsidiary, Lake Victoria Resources (T)
in Tanzania.
PROJECTS
On
May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement with Geo Can
Resources Company Limited (Geo Can). Under the terms of the agreement
Kilimanjaro acquired a 100% interest of the mineral property assets of Geo Can
which included 33 gold prospecting licenses and 13 uranium licenses. Geo Can had
entered into property agreements regarding some of these resource properties
with Lake Victoria before the share purchase agreement and now Geo Can no longer
has any interest in those prior property agreements.
The
May 4, 2009 Property Acquisition dramatically increased our prospecting property
portfolio in Tanzania overnight. All of the Companys mineral property interests
are located in Tanzania. Geo Can holds resource properties in trust for
Kilimanjaro. Most of the resource property interests are still formally
registered to Geo Can to save on registration fees until the annual filing for
each property comes due at which time the formal registration of each property
will be transferred to Kilimanjaro or as directed by Kilimanjaro.
Our
exploration focus throughout this reporting period was on advancing Kinyambwiga
and Singida gold projects. This will continue in 2010 and we plan to commence
initial exploration on our other projects in conjunction with continuing to
advance these two projects.
Kalemela Gold Project
Kalemela
project is comprised of PL2747/2004, PL2910/2004, PL3006/2005, PL2892/2009,
PL5912/2009 and PL5988/2009 totaling approximately 253.80 sq. km. The first
event that occurred, on April 1, 2007, was the acquisition of the prospecting
license, PL2747/2004 from Uyowa Gold Mining and Exploration Company Limited,
P.O. Box 3167, Dar es Salaam, Tanzania. Kalemela Gold Project license number:
PL2747/2004 is located within the Southeastern Lake Victoria Goldfields in
Northern Tanzania in Magu District, Mwanza Region and is approximately 125
kilometers northeast of Mwanza. This was followed by a physical examination of
the property by Dr. Roger A. Newell, a geologist, our president and director.
The license is recorded in Geo Cans name. Following the initial examination, we
entered an Exploration Services Agreement with Geo Can to conduct geologic
mapping, soil and rock sampling and ground magnetic surveys.
Subsequently,
on November 18, 2008 we acquired two adjacent and contiguous licenses
PL3006/2005 and PL2910/2004. We expanded our mineral exploration budget with Geo
Can to complete a similar initial exploration program that was conducted on
PL2747/2004. We have completed the initial exploration of PL3006/2005 and
PL2910/2004. The three licenses totaled about 260 square kilometers. Results of
geologic mapping, ground magnetic surveying and soil and rock sampling have
identified exploration sites suitable for electrical induced polarization (I.P.)
geophysical surveys to further define possible drill targets. Depending on
available resources and project scheduling, follow up soil sampling will be
conducted to confirm previous sampling results, followed by a targeted
electrically induced polariztion (I.P.) geophysical survey and a possible
initial drill program. No additional work was conducted on the Kalemela project
during this reporting period.
-67-
State Mining Project
On
December 22, 2008, we completed an Option to Purchase Prospecting Licenses
Agreement with Geo Can for PL4339/2006 and PL2702/2004. Under the terms of the
agreement and the consideration paid, we will acquire the exclusive and
irrevocable option to acquire from the State Mining Corporation a 90% undivided
interest in PL4339/2006 and PL2702/2004 through the Geo Can Option. Dr. Roger A.
Newell and Mr. Ahmed Magoma completed a field visit to PL2702 and PL5469 on
January 19th 2009. Shallow iron stained artisanal mine pits are present and
these pits reveal 0.5 meter to 1 meter thick northeast striking and steeply
dipping quartz veins. Evidence of earlier RAB drilling was also observed. Plans
and budgets for the mineral exploration program on these properties were
prepared with the intent for the program to be conducted during the last two
quarters of 2009.
On
August 10, 2009, the Company decided to release the above three licenses and
transferred them back to State Mining Company on August 11 and September 15,
2009. The Company has abandoned its interests in this project and will not be
involved any further exploration activities.
Geita Project PL2806/2004 and PL5958/2009
On
January 27, 2009, we executed a definitive Option Agreement (the Option) with
Geo Can to earn a 50% interest in Geo Cans Geita Gold Project, Prospecting
License Number PL2806. Under the terms of the Option, we acquired a 50% interest
in the Property totaling 43.77 sq km. The Option also provides for the
Company to acquire, through Remaining Interest Options, up to a 75% interest
in the gold project. The Geita Gold Project (License number: PL2806/2004) is
located in Northern Tanzania within the Lake Victoria goldfields in the Geita
District, Mwanza Region. This license is approximately 300 meters south of
AngloGold-Ashantis world-class Nyankanga gold deposit, about 6 kilometers west
of the town of Geita and about 78 kilometers west of Mwanza. The original
prospecting license PL2806 has been divided and the project is now comprised of
two licenses: PL2806/2004 21.59 sq.km. and PL5958/2009 20.85 sq.km. which
totals about 42.44 sq.km.
During
2008 Geo Can completed detailed ground magnetic surveys, and both reconnaissance
and detailed electrical prospecting (induced polarization, I.P.) surveys.
Following this work, we commenced drilling on the Geita Project in January, 2009
and completed 37 reverse circulation drill holes for a total of 3,508 meters
(11,506 feet). The drilling identified sub-economic gold values; the best
mineralized intersection was 2 meters of 3.03 grams per metric ton from 50
meters to 52 meters in drill hole GR-15. The geophysical and geological
information continues to be reviewed to determine if additional exploration
targets exist that justify additional work. No additional work was conducted on
the project during this reporting period.
Kinyambwiga Gold Project
The
Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza
in northern Tanzania. On April 2, 2009 we completed an Option to Purchase
Prospecting Licenses Agreement with Geo Can for PL4653/2007. Under the terms of
the agreement and the consideration paid, we will acquire the exclusive and
irrevocable option to acquire from Geo Can an 80% undivided interest in
PL4653/2007. Previous exploration work completed included: geological and
regolith mapping, ground magnetics at 200m grid, geochemical soil sampling at
200X50 grid, trenching, pitting and 6000 meters of RAB and 1300 meters of RC
drilling. A detailed ground magnetic survey at 50m grid spacing was completed on
a portion of the prospecting license, and on June 4
th
, 2009 we began
to excavate exploration trenches to further expose previously identified quartz
veins. Over 50 trenches have been excavated and rock samples from the trenches
have been submitted to an assay laboratory. Detailed ground magnetic surveying
suggested that the previously identified quartz veins have a strike length of at
least one kilometer. A detailed trenching program further defined the quartz
veins, and 134 samples collected from 22 trenches averaged 2.28 grams per metric
ton. An additional 24 bulk samples were selected for leach assaying these
samples returned and average of 3.48 grams per metric ton. Routine fire assays
for these same 24 bulk samples averaged 3.56 grams per metric ton. Previous
excavations and shallow reconnaissance drilling suggests that multiple veins are
present and may extend over a 2 kilometer distance. Additional RC and core
drilling may be planned to confirm these assay results at depth below selected
trenches and artisanal mine workings.
-68-
Singida Gold Project
Company
personnel first visited the Singida project area during March, 2009 and became
aware of the high level of artisanal (small scale) gold mining that was being
conducted along an estimated five (5) kilometer mineralized zone. Subsequently,
on May 15, 2009, the Company signed a Mineral Financing Agreement with one
director of the Company authorizing him, on behalf of the Company, to acquire
Primary Mining Licenses (PMLs) in the Singida area. As of March 31, 2010, this
director has entered into several different Mineral Properties Sales and
Purchase agreements with multiple PML owners that hold title to the licenses
along the mineralized zone at the Singida project area. Twenty-three (23) PML
agreements were executed for an outright purchase of the PMLs and they have been
completed. These twenty-three PMLs have been 100% acquired by this director in
behalf of the Company. The Company also has option agreements to acquire an
additional thirty-seven (37) PMLs within a targeted area at the Singida project.
Under the terms of all the agreements, if we complete all sixty (60) of the
various agreements, that combined form the Singida project area, then our total
purchase consideration will be $7,029,404 by February, 2013.
At
the option of the Company, we may relinguish any PML at any time during the
agreement and transfer the title back to the original owner. Also, at the option
of the Company, a 2% Net Smelter Production royalty or 2% of the Net Sale Value
may be substituted in place of the final payment for each PML and paid on a pro
rata basis determined by the total final number of PMLs involved in a special
mining license.
On
October 27, 2009, the Company signed and renewed a Mineral Properties Purchase
Financing Agreement with one director of the Company which replaced the initial
agreement with Kilimanjaro Mining on May 15, 2009. According to the renewed
agreement, the Company shall provide all the finances required for acquiring and
developing the PMLs in the Singida Project area and the Company will continue to
have a 100% beneficial interest in all PMLs acquired by the director pursuant to
the initial and renewed agreement.
On
January 19, 2010, a director on behalf of the Company signed second addendums to
Singida mineral properties sales and purchase agreements (mineral agreement)
in 2009. The addendums revised and extended the secondary payments of the
mineral agreements.
As
of March 31, 2010, under the terms of the mineral properties sales and purchase
agreements the Company has completed initial option payments in the amount of
$904,148 and $61,482 is accrued as a short term liability.
The
Singida Gold Project lies about 600 kilometers south of the city of Mwanza. The
Singida project is the location of active artisanal mining and we have conducted
detailed underground sampling, sampling of artisanal mine waste dumps and
processed tailing piles. More than 8,200 samples have been collected and
assayed. From 36 mine shafts and connected workings, over a strike length of
about 5km, 176 samples averaged 7.1 grams per metric ton; assays for 1,138
samples from artisanal mine dumps located at surface and containing about 20,000
tons average about 2.14 g/t; the amount of gold present in the dumps is about
1,370 ounces. An additional number of dumps are present that contain an
estimated 70,000 tons. Assay results from 2,478 tailing samples were also
received; an initial 75 processed tailing piles contain about 20,000 tons with
an average grade of 3.05 g/t. An additional 22 processed tailing piles contain
about 6,000 tons with an average of 6.78 g/t gold. The estimated contained gold
is about 1,900 ounces and 1,300 ounces respectively. Together there are about
26,000 tons of tailings containing about 3,200 ounces of gold. A detailed ground
magnetic survey, at 25 meter grid spacing, was conducted over the mineralized
area which appears to extend in a northwest southeast direction for a distance
of 5 kilometers or more. The mineralized zone consists of quartz veins varying
from about 0.3 to 2 meters thick in greenstone rocks, and the sampled artisanal
mine shafts averaged about 50 meters deep. Additional work is planned at Singida
which may involve I.P. surveying and drilling below the artisanal workings to
confirm mineralization at depth below the current workings.
-69-
Additional Considerations
We
are searching for mineralized material. Mineralized material is a mineral body,
which has been delineated by appropriate spaced drilling or underground sampling
to support sufficient tonnage and average grade of metals to justify removal.
Before mineral retrieval can begin, we must explore for and find mineralized
material. After that has occurred we have to determine if it is economically
feasible to remove the mineralized material. Economically feasible means that
the costs associated with the removal of the mineralized material will not
exceed the price at which we can sell the mineralized material. We cant predict
what that will be until we find mineralized material.
We
do not know if we will find mineralized material. We believe that activities
occurring on adjoining properties are not material to our activities. The reason
is that whatever is located under adjoining property may or may not be located
under our property.
We
have exploration licenses. We do not have a license to mine any minerals or
reserves whatsoever at this time on any part of our properties. Once exploration
has advanced to a point where mining on one or more of our properties is
feasible, we plan to apply for a mining license or licenses.
We
may interest other companies in our properties if we find mineralized materials.
Depending on the discovery, we may try to develop the reserves ourselves and
through the use of contracted consultants. Our portfolio of projects is very
large and we may interest other companies in properties to participate in the
exploration of them, through option or joint venture agreements to find
mineralized material.
If
we are unable to complete any phase of exploration because we dont have enough
money, we will cease operations until we raise more money. If we cant or dont
raise more money, we will cease operations. If we cease operations, we dont
know what we will do and we dont have any plans for future activities.
All
of the work on our properties is conducted by contractors that the Company has
hired through exploration service contracts or employees hired through Lake
Victoria Resources (T) Limited, a wholly owned Tanzania corporation. The
contractors are responsible for surveying, geology, engineering, exploration,
and excavation. The geologists will evaluate the information derived from the
exploration and evaluation and the engineers will advise us on the economic
feasibility of removing the mineralized material.
Limited Operating History; Need for Additional Capital
There
is no historical financial information about us upon which to base an evaluation
of our performance. We are an exploration stage corporation and have not
generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, possible cost
overruns due to price and cost increases for services and economic conditions.
Liquidity and Capital Resources
As
of May 19, 2010, the Company completed a private placement of 10,473,000 units
at $0.20 per share for total consideration of $2,063,100 and subscription
receivable of $20,000, net of cost of $11,500. Of this, 7,343,650 units were
sold for cash consideration of $1,448,730 as of March 31, 2010. Each Unit
consists 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
share of common stock. The exercise period of the redeemable warrants is
thirty-six months from January 28, 2010. Included in the private placement were
1,350,000 units issued to three directors and officers for $270,000.
-70-
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. The exercise period of the redeemable warrants is
thirty-six months from September 9, 2009. As of September 30 and December 31,
2009, the Company received $120,000 and $1,454,704, respectively.
As
of March 31, 2010 and 2009, the Company has warrants and financing options
outstanding to purchase 13,006,651 and 4,312,500 common shares, respectively.
As
of March 31, 2010 and 2009, our total assets were $1,559,532 and $482,329, and
our total liabilities were $890,919 and $730,711, respectively.
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. The remaining portions of
the underlying shares were issued by Kilimanjaro prior to the August 7, 2009
share exchange agreement for the following purposes:
1,747,200 were issued for cash at $0.25
per share
6,211,500 were issued for acquisition of mineral
properties
3,172,042 were issued for payment of consulting services
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 Ltd. and acquired in May 2009 by
Kilimanjaro.
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.
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 Company 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. All of these shares were acquired by
Kilimanjaro as part of a share exchange 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 includes an
aggregate cash payment of $200,000 and issuance of 5,500,000 shares of common
stocks.
Recent accounting pronouncements
On
February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855
"Amendments to Certain Recognition and Disclosure Requirements," effective
immediately. The amendments in the ASU remove the requirement for an SEC filer
to disclose a date through which subsequent events have been evaluated in both
issued and revised financial statements. Revised financial statements include
financial statements revised as a result of either correction of an error or
retrospective application of U.S. GAAP. The FASB believes these amendments
remove potential conflicts with the SEC's literature. The adoption of this ASU
did not have a material impact on our consolidated financial statements.
-71-
In
January 2010, FASB issued Financial Accounting Standards Update 2010-06, Fair
Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair
Value Measurements (Update 2010-06). Update 2010-06 is intended to improve
disclosures originally defined in accounting standards. Update 2010-06 requires
new discloses summarized as follows:
1) Transfers
in and out of Levels 1 and 2. A reporting entity should disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers.
2) Activity
in level 3 fair value measurements. In the reconciliation for fair value
measurements using significant unobservable inputs (Level 3), a reporting entity
should present separately information about purchases, sales, issuances, and
settlements.
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 about 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 Company does not expect the
adoption of this standard to have a direct quantitative material impact on its
financial position or results of operations.
In
January 2010, the FASB issued two ASU's that (1) codify SEC Observer comments
made at the June 2009 EITF meeting and (2) make technical corrections to several
SEC sections of the FASB Codification. In general, the two ASU's, do not change
existing practice. ASU 2010-05, Compensation--Stock Compensation (TOPIC
718)--Escrowed share arrangements and the presumption of compensation, codifies
EITF Topic D-110, escrowed share arrangements and the presumption of
compensation, which provides the SEC staff's view on when an escrowed share
arrangement involving shareholders is presumed to be compensatory and the
factors to consider when analyzing whether that presumption has been overcome.
In
August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05,
"Measuring Liabilities at Fair Value," which amends ASC 820, "Fair Value
Measurements and Disclosures." ASU 2009-05 provides clarification and guidance
regarding how to value a liability when a quoted price in an active market is
not available for that liability. The Company will adopt the provisions of this
update for fair value measurements of liabilities effective October 1, 2009, and
adoption is not expected to have a significant impact on the Companys
consolidated financial statements.
In
June 2009, the FASB issued SFAS No. 168, FASB Accounting Standards
Codification (Codification) as the single source of authoritative
nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does
not change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard documents will
be superseded and all other accounting literature not included in the
Codification will be considered nonauthoritative. The Codification is effective
for interim and annual periods ending after September 15, 2009. The Codification
is for disclosure only and will not impact our financial condition or results of
operations. The Accounting Standards Codification (ASC) has become the source of
authoritative U.S. generally accepted accounting principles (GAAP). The ASC
only changes the referencing of financial accounting standards and does not
change or alter existing GAAP.
In
June 2009, the FASB issued ASC 810-10 (formerly SFAS 167), Amendments to FASB
Interpretation No. 46(R). ASC 810-10 amends ASC 810-10 (formerly FIN 46(R)),
Consolidation of Variable Interest Entities, and changes the consolidation
guidance applicable to a variable interest entity (VIE). It also amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entitys economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires
-72-
continuous reassessments of whether an enterprise is the
primary beneficiary of a VIE. Previously, ASC 810-10 required reconsideration of
whether an enterprise was the primary beneficiary of a VIE only when specific
events had occurred. QSPEs, which were previously exempt from the application of
this standard, will be subject to the provisions of this standard when it
becomes effective. ASC 810-10 also requires enhanced disclosures about an
enterprises involvement with a VIE. ASC 810-10 will be effective as of the
beginning of interim and annual reporting periods that begin after November 15,
2009.
ITEM
7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information required under this item.
ITEM
8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
-73-
To the Board of Directors and Stockholders of
Lake Victoria Mining Company, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We have audited the accompanying consolidated balance 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
F-1
-74-
LAKE VICTORIA MINING COMPANY, INC.
(FORMERLY
KNOWN AS KILIMANJARO MINING COMPANY, INC.)
(AN EXPLORATION STAGE
COMPANY)
CONSOLIDATED BALANCE SHEETS
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2010
|
|
|
2009
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash
|
$
|
955,401
|
|
$
|
530,569
|
|
Advances
and deposits
|
|
4,224
|
|
|
3,792
|
|
Advances to related party
|
|
499,043
|
|
|
1,537,849
|
|
Total Current Assets
|
|
1,458,668
|
|
|
2,072,210
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT, NET
|
|
100,864
|
|
|
8,322
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
1,559,532
|
|
$
|
2,080,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
Accounts payable
|
$
|
99,736
|
|
$
|
24,344
|
|
Accounts
payable-related party
|
|
700,523
|
|
|
334,914
|
|
Acquisition liabilities related parties
|
|
61,482
|
|
|
300,000
|
|
Accrued
expenses
|
|
-
|
|
|
125,000
|
|
Other payables
|
|
29,178
|
|
|
-
|
|
Total Current Liabilities
|
|
890,919
|
|
|
784,258
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
Preferred
stock, $0.00001 par
value:
100,000,000
authorized, no shares outstanding
|
|
-
|
|
|
-
|
|
Common
stock, $0.00001 par
value;
100,000,000 shares
authorized 67,871,225 and
26,522,808
shares
issued and outstanding, respectively
|
|
679
|
|
|
266
|
|
Additional paid-in capital
|
|
9,110,183
|
|
|
2,935,914
|
|
Subscription receivable
|
|
(20,000
|
)
|
|
(13,280
|
)
|
Accumulated deficit during exploration stage
|
|
(8,422,249
|
)
|
|
(2,315,005
|
)
|
|
|
668,613
|
|
|
607,894
|
|
|
|
|
|
|
|
|
NON-CONTROLLING INTEREST
|
|
-
|
|
|
688,380
|
|
Total Stockholders' Equity (Deficit)
|
|
668,613
|
|
|
1,296,274
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)
|
$
|
1,559,532
|
|
$
|
2,080,532
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-2
-75-
LAKE VICTORIA MINING, INC.
(FORMERLY KNOWN AS
KILIMANJARO MINING COMPANY, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
For the Year
|
|
|
For the Year
|
|
|
December 11, 2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
(Inception) to
|
|
|
|
March 31, 2010
|
|
|
March 31, 2009
|
|
|
March 31, 2010
|
|
REVENUE
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and
administrative expenses
|
|
1,455,998
|
|
|
91,961
|
|
|
1,668,827
|
|
Amortization and depreciation expenses
|
|
10,727
|
|
|
2,869
|
|
|
13,881
|
|
Professional fees
|
|
1,455,922
|
|
|
425,173
|
|
|
2,463,671
|
|
Management and director fees
|
|
198,017
|
|
|
120,500
|
|
|
422,017
|
|
Travel and accommodation
|
|
114,842
|
|
|
56,630
|
|
|
310,120
|
|
Impairment of mineral property acquisition costs
|
|
3,935,611
|
|
|
6,465,300
|
|
|
10,400,911
|
|
Exploration costs
|
|
803,810
|
|
|
1,014,167
|
|
|
1,817,977
|
|
Total operating expense
|
|
7,974,927
|
|
|
8,176,600
|
|
|
17,097,404
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
(7,974,927
|
)
|
|
(8,176,600
|
)
|
|
(17,097,404
|
)
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
Other income from
professional services
|
|
-
|
|
|
-
|
|
|
15,900
|
|
Gain
(loss) on long-term investments
|
|
10,000
|
|
|
(5,000
|
)
|
|
5,000
|
|
Exchange loss
|
|
(70,153
|
)
|
|
-
|
|
|
(70,153
|
)
|
Interest
income
|
|
1,133
|
|
|
4,235
|
|
|
5,475
|
|
Interest expense
|
|
(522
|
)
|
|
-
|
|
|
(522
|
)
|
Total other expenses
|
|
(59,542
|
)
|
|
(765
|
)
|
|
(44,300
|
)
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES
|
|
(8,034,469
|
)
|
|
(8,177,366
|
)
|
|
(17,141,705
|
)
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
(BENEFIT)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
$
|
(8,034,469
|
)
|
$
|
(8,177,366
|
)
|
$
|
(17,141,705
|
)
|
|
|
|
|
|
|
|
|
|
|
LOSS ATTRIBUTABLE TO
NON-
CONTROLLING INTEREST
|
|
1,927,226
|
|
|
6,776,084
|
|
|
8,719,456
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO
PARENT
|
$
|
(6,107,243
|
)
|
$
|
(1,401,281
|
)
|
$
|
(8,422,249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE, BASIC AND DILUTED
|
$
|
(0.12
|
)
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED
|
|
49,105,191
|
|
|
25,204,200
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-3
-76-
LAKE VICTORIA MINING, INC.
(FORMERLY KNOWN AS
KILIMANJARO MINING COMPANY, INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
Period from
|
|
|
|
For the Year
|
|
|
For the Year
|
|
|
December 11, 2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
(Inception) to
|
|
|
|
March 31, 2010
|
|
|
March 31, 2009
|
|
|
March 31, 2010
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(6,107,243
|
)
|
$
|
(1,401,281
|
)
|
$
|
(8,422,249
|
)
|
Adjustments to
reconcile net loss to net cash
|
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
10,727
|
|
|
2,869
|
|
|
13,881
|
|
Loss in subsidiary attributed to non-controlling
interest
|
|
(1,927,226
|
)
|
|
(6,776,084
|
)
|
|
(8,719,456
|
)
|
Impairment of mineral property acquisition costs
|
|
3,935,611
|
|
|
6,465,300
|
|
|
10,400,911
|
|
Share payments for consulting services
|
|
2,292,623
|
|
|
-
|
|
|
2,490,123
|
|
Restructuring charges
|
|
(110,029
|
)
|
|
-
|
|
|
(110,019
|
)
|
Loss(gain) on other investment
|
|
(10,000
|
)
|
|
5,000
|
|
|
(5,000
|
)
|
Directors' compensation share payments
|
|
35,000
|
|
|
-
|
|
|
35,000
|
|
Provided (used)
by operating activities:
|
|
|
|
|
|
|
|
|
|
Decrease
(Increase) in accounts receivable
|
|
(423
|
)
|
|
(63,792
|
)
|
|
(64,218
|
)
|
Decrease(Increase) in advances to related party
|
|
978,837
|
|
|
(500,268
|
)
|
|
(499,043
|
)
|
Increase in
accounts payable
|
|
500,973
|
|
|
640,662
|
|
|
860,261
|
|
Increase(Decrease) in accounts payable - related party payable
|
|
(238,518
|
)
|
|
-
|
|
|
61,482
|
|
Increase
(Decrease) in accrued expenses
|
|
(125,000
|
)
|
|
48,710
|
|
|
-
|
|
Increase (Decrease) in other payables
|
|
29,178
|
|
|
(79
|
)
|
|
29,178
|
|
Net cash used by operating activities
|
|
(735,492
|
)
|
|
(1,578,964
|
)
|
|
(3,929,151
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant, and equipment
|
|
(103,269
|
)
|
|
(7,706
|
)
|
|
(114,745
|
)
|
Cash
payment for acquisition of mineral properties
|
|
(2,135,611
|
)
|
|
(585,000
|
)
|
|
(2,720,611
|
)
|
Proceeds of subsidiary stock issuances
|
|
-
|
|
|
1,500,000
|
|
|
1,600,300
|
|
Purchase of
investment
|
|
-
|
|
|
(5,000
|
)
|
|
(5,000
|
)
|
Proceeds from sale of investment
|
|
10,000
|
|
|
-
|
|
|
10,000
|
|
Net cash provided(used) from investing activities
|
|
(2,228,880
|
)
|
|
902,294
|
|
|
1,230,056
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of stock
|
|
3,389,205
|
|
|
851,684
|
|
|
6,128,609
|
|
Payment for
cancellation of stock
|
|
-
|
|
|
-
|
|
|
(14,000
|
)
|
Related party payable proceeds
|
|
-
|
|
|
-
|
|
|
420
|
|
Related
party payable payments
|
|
-
|
|
|
(420
|
)
|
|
(420
|
)
|
Net cash provided by financing activities
|
|
3,389,205
|
|
|
851,264
|
|
|
6,114,609
|
|
|
|
|
|
|
|
|
|
|
|
Net increase
(decrease) in cash and cash equivalents
|
|
424,832
|
|
|
174,594
|
|
|
955,401
|
|
|
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD
|
|
530,570
|
|
|
355,975
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD
|
$
|
955,401
|
|
$
|
530,569
|
|
$
|
955,401
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH DISCLOSURES:
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Interest paid
|
$
|
(522
|
)
|
$
|
-
|
|
$
|
(522
|
)
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Stock issued for subscription
receivable
|
$
|
20,000
|
|
$
|
-
|
|
$
|
33,275
|
|
Investment
acquired through payable
|
$
|
8,000
|
|
$
|
30
|
|
$
|
8,030
|
|
Receivable exchange for long
term investment
|
$
|
10,000
|
|
$
|
-
|
|
$
|
10,000
|
|
Share payments
for mineral interest acquisition costs
|
$
|
1,800,000
|
|
$
|
5,880,300
|
|
$
|
7,680,300
|
|
Accounts receivable exchange for
acquiring mineral interest
|
$
|
1,039,981
|
|
$
|
-
|
|
$
|
1,039,981
|
|
Accounts
receivable exchange for long term investment
|
$
|
460,019
|
|
$
|
-
|
|
$
|
460,019
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-4
-77-
LAKE VICTORIA MINING COMPANY, INC.
(FORMERLY
KNOWN AS KILIMANJARO MINING COMPANY, INC.)
(AN EXPLORATION STAGE
COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
During
|
|
|
Stockholders
|
|
|
Non-
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
Equity
|
|
|
Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
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 @ $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 ended
March 31, 2007
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(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 period ended
March 31, 2008
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-5
-78-
LAKE VICTORIA MINING COMPANY, INC.
(FORMERLY
KNOWN AS KILIMANJARO MINING COMPANY, INC.)
(AN EXPLORATION STAGE
COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
During
|
|
|
Stockholders
|
|
|
Non-
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
Equity
|
|
|
Controlling
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Stages
|
|
|
(Deficit)
|
|
|
Interest
|
|
Net loss for period ended
March 31, 2009
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,401,281
|
)
|
|
(1,401,281
|
)
|
|
(6,776,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2009
|
|
26,522,808
|
|
$
|
266
|
|
$
|
2,935,914
|
|
$
|
(13,280
|
)
|
$
|
(2,315,005
|
)
|
$
|
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
|
|
|
-
|
|
|
-
|
|
|
59,707
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
in December for cash at $0.60 per share net of costs of
$45,900
|
|
2,501,001
|
|
|
25
|
|
|
1,454,679
|
|
|
-
|
|
|
-
|
|
|
1,454,704
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Received subscription payment
|
|
-
|
|
|
|
|
|
-
|
|
|
13,275
|
|
|
-
|
|
|
13,275
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock attached with warrants issued
in March for cash at $0.20 per share net of costs of $11,500
|
|
7,343,650
|
|
|
73
|
|
|
1,457,157
|
|
|
(20,000
|
)
|
|
-
|
|
|
1,437,230
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for period ended
March 31, 2010
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(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
|
|
$
|
-
|
|
The accompanying notes are an integral part of these
consolidated financial statements
F-6
-79-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31,
2010
|
NOTE 1 - DESCRIPTION OF BUSINESS
Lake Victoria Mining Company, Inc. (formerly known as
Kilimanjaro Mining Company, Inc.) was incorporated on December 11, 2006 under
the laws of the State of Nevada. Throughout the notes to the consolidated
financial statements the term Company refers to the consolidated combined
financial information of Kilimanjaro Mining Company, Inc. (Kilimanjaro) and
its previously reporting subsidiary Lake Victoria Mining Company, Inc. (Lake
Victoria). The Company is also referred to as we, us and our. The
Companys administrative office is located in Golden, Colorado.
On March 21, 2007, Kilimanjaro acquired upon initial
capitalization 3,000,000 restricted common shares of Lake Victoria, which
represented 75% of Lake Victorias outstanding shares. During 2008 and the first
three months in 2009, the Companys direct ownership of Lake Victoria fell below
the accounting threshold of 50% for consolidation. The Company evaluated the
issue of control and determined that the Companys loss of direct ownership
position was temporary as the companies shared management, directors and others
in their control group and the majority interest was held by passive investors.
Passive investors are investors who do not hold the securities with the purpose
or effect of changing or influencing the control of the Company, or in
connection with or as a participant in any transaction having that purpose or
effect. However, the Company retained control of Lake Victoria and continued to
consolidate and treat Lake Victoria as a subsidiary. The financial statements
for the fiscal year ending March 31, 2010 and 2009 include Lake Victoria and the
non-controlling interest, which is held by passive investors, and is reflected
in these statements.
On July 8, 2009, Kilimanjaro Mining Company, Inc. and Lake
Victoria Mining Company, Inc. entered into a Securities Exchange Agreement (the
acquisition) under which Lake Victoria acquired all of the issued and
outstanding common shares of Kilimanjaro. Prior to the acquisition, Lake
Victoria was a registrant with the Securities and Exchange Commission and a
consolidated subsidiary of Kilimanjaro. Kilimanjaro and Lake Victoria had been
under common control since each of the entities inception. The acquisition was
completed on August 7, 2009 and the stockholders of Kilimanjaro received
approximately 67% of the Companys issued capital shares. The acquisition was
accounted for as a reverse acquisition restructuring and recapitalization of
Kilimanjaro. As the result of this transfer, the former stockholders of
Kilimanjaro owned a majority of the outstanding shares of the common stock of
the Company, and Kilimanjaro was treated as the accounting acquirer for
financial statement purposes. Since Lake Victoria was a consolidated subsidiary
of Kilimanjaro, all of the historical accounting information previously reported
by the registrant is incorporated in the historical financial information of the
Companys consolidated financial statements. Accordingly, the two entities
consolidation reflects all of the historical financial information without any
modification for recognition of fair value adjustments based upon a business
combination. The equity of Kilimanjaro for accounting purposes was restated in
the legal framework of its previously controlled subsidiary Lake Victoria. The
continuing legal entity is Lake Victoria Mining Company, Inc. and all equity
information has been restated under its share structure and the continuing
accounting of the consolidated results of operations are based upon
Kilimanjaros consolidation of financial information from inception.
The principal business of the Company both as previously
reported and as restructured through the share exchange is to search for mineral
deposits or reserves which are not in either the development or production
stage. The Company is an exploration stage corporation that is conducting
exploration activities on gold properties located in Tanzania. We are exploring
our properties by conducting an extensive program of mapping geology, sampling
soils and rocks and having the samples assayed for gold, and by conducting
geophysical surveying and drilling to identify faults and other geologic
structures that might be helping to control the location of important gold
values.
F-7
-80-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
In November 2009, the Company incorporated a wholly owned
subsidiary, Lake Victoria Resources (T) Ltd., in Tanzania to perform mining
exploration activities.
On December 5, 2009, the Company passed a resolution to change
its fiscal year-end from December 31 to March 31. The financial statements for
the period presented are for the twelve month period from April 1, 2009 to March
31, 2010 and the comparative period ending in 2009.
The preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and the reported
amounts of revenues and expenses during the period. Uncertainties with respect
to such estimates and assumptions are inherent in the preparation of the
Companys financial statements; accordingly, it is possible that the actual
results could differ from the estimates and assumptions and could have a
material effect on the reported amounts of the Companys financial position and
results of operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
This summary of significant accounting policies of the Company
is presented to assist in understanding the Companys financial statements. The
financial statements and notes are representations of the Companys management,
which is responsible for their integrity and objectivity.
These accounting policies conform to accounting principles
generally accepted in the United States of America, and have been consistently
applied in the preparation of the financial statements.
Accounting Method
The Companys financial statements
are prepared using the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America.
Accounting Standards Codification
The Accounting
Standards Codification (ASC) has become the source of authoritative U.S.
generally accepted accounting principles (GAAP). The ASC only changes the
referencing of financial accounting standards and does not change or alter
existing GAAP.
Basis of Consolidation
The consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries, Kilimanjaro Mining Company, Inc. and Lake Victoria Resources
Company, (T) Ltd. Significant intercompany accounts and transactions have been
eliminated.
The Company adopted FASB ASC Topic 805, Business Combinations
(ASC 805), and FASB ASC Topic 810-10-65, related to non-controlling Interests in
Consolidated Financial Statements. There was no impact on the Companys
consolidated financial statements as of March 31, 2010 as a result of adopting
either statement. The non-controlling interest 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 twelve months ended March 31, 2010 and 2009, losses of
$1,927,226 and $6,776,084 respectively, were recognized as being attributed to
the non-controlling interest of the Companys controlled subsidiary.
F-8
-81-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
Cash and Cash Equivalents
For purposes of the
statement of cash flows, the Company considers all short-term investments with
original maturities of three months or less to be cash equivalents. As of March
31, 2010 and 2009, the Company has $850,435 and $530,569, respectively,
deposited at an FDIC insured banks in the United States and $104,966 deposited
at an insured bank in Tanzania. FDIC deposit insurance covers the balance of
each depositors account for $150,000 per insured bank. The Deposit Insurance
Board in Tanzania insures up to 1,500,000 Tanzanian Schillings (approximately,
$1,050USD as of March 31, 2010) per customer per bank. Any amount beyond the
basic insurance amount may expose the Company to loss.
Derivative Instruments
The Company follows the
guidance of ASC Topic 815 Derivatives and Hedging. These statements establish
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of gain or
loss recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk or (ii) the earnings effect of the hedged forecasted
transaction. For a derivative not designated as a hedging instrument, the gain
or loss is recognized in income in the period of change.
At March 31, 2010, the Company has not engaged in any
transactions that would be considered derivative instruments or hedging
activities.
Earnings Per Share
The Company has adopted Statement
of ASC 260, which provides for calculation of "basic" and "diluted" earnings per
share. Basic earnings per share includes no dilution and is computed by dividing
net income (loss) available to common shareholders by the weighted average
common shares outstanding for the period. Diluted earnings per share reflect the
potential dilution of securities that could share in the earnings of an entity
similar to fully diluted earnings per share. Basic and diluted losses per share
were the same, at the reporting dates, as the common stock equivalents
outstanding would be considered antidilutive.
As of March 31, 2010 and 2009, the Company has warrants and
financing options outstanding to purchase 13,006,651 and 4,312,500 common
shares, respectively, which would not have been dilutive for the purpose of
computing losses per share.
Exploration Stage
The Company and its subsidiaries
have been in an exploration stage since its formation and have not realized any
revenues from operations. They are primarily engaged in searching for mineral
deposits or reserves which are not in either the development or production
stage. As of March 31, 2010, none of the Companys mineral property interests
had proven or probable reserves as determined under the requirements of SEC
Industry Guide No. 7.
Fair Value of Financial Instruments
Effective
January 1, 2008, the Company adopted ASC Topic 820, Fair Value Measurements and
Disclosures for financial assets and liabilities. On January 1, 2009, the
Company adopted ASC Topic 820 for nonfinancial assets and liabilities. We have
not elected the fair value option for any of our assets or liabilities.
The Company's financial instruments primarily consist of cash
and cash equivalents, short-term accounts and notes receivable, and accounts
payable. All instruments are accounted for on the historical cost basis, which,
due to the short maturity of these financial instruments, approximates the fair
value at the reporting dates of these financial statements.
F-9
-82-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
ASC Topic 820 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value into
three levels as follows:
Level 1: Quoted prices for identical
instruments in active markets accessible at the measurement date.
Level 2:
Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and
model-derived valuations whose inputs are observable or whose significant value
drivers are observable.
Level 3: Unobservable inputs for the instrument are
only used when there is little, if any, market activity for the instrument at
the measurement date. Prices or valuation techniques that require inputs that
are both significant to the fair value measurement and unobservable (i.e.
supported by little or no market activity).
Foreign Currency Translation
The Companys
functional and reporting currency is the United States dollar. A portion of
business transactions in Tanzania and mineral option purchase agreements are
denominated in the Tanzanian Schilling. Transaction gains and losses resulting
from fluctuations in currency exchange rates on transactions denominated in
foreign currencies are recognized as incurred in the accompanying statements of
operations.
Foreign Operations
The accompanying consolidated
balance sheets contain certain recorded Company assets approximately in the
amount of $193,000 in a foreign country (Tanzania). Although Tanzania is
considered economically stable, it is always possible that unanticipated events
in foreign countries could disrupt the Companys operations.
Going Concern
As shown in the accompanying financial
statements, the Company has an accumulated deficit of approximately $8,422,000
incurred through March 31, 2010. The Company has no revenues, limited cash and
losses from operations. Management intends to seek additional capital from new
equity securities offerings that will provide funds needed to continue the
exploration for gold. These plans, if successful, will mitigate the factors
which raise substantial doubt about the Companys ability to continue as a going
concern. 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 in existence. The Company expects to be able to meet its
necessary cash outflows based upon funds received from future investments and
borrowings during its exploration period.
Impairment of Long-Lived Assets
The Company follows
the guidance under ASC Topic 36, which establishes a single accounting model for
long-lived assets to be disposed of by sale including discontinued operations.
The Codification requires that these long-lived assets be measured at the lower
of the carrying amount or fair value less cost to sell, whether reported in
continuing operations or discontinued operations. The Company evaluates its
long-term assets annually for impairment.
Income Taxes
Income taxes are provided based upon
the liability method of accounting pursuant to ASC 740. Under this approach,
deferred income taxes are recorded to reflect the tax consequences in future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year-end. A valuation allowance is recorded
against deferred tax assets if management does not believe the Company has met
the more likely than not standard imposed by ASC Topic 740 to allow
recognition of such an asset. (SEE NOTE 12)
F-10
-83-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
Investments
Investments consist of equity securities
of publicly held companies. The Company classifies investments as available for
sale under ASC Topic 320 Investments Debt and Equity Securities Investments
are carried at fair market value, which is based on quoted market prices.
Unrealized holding gains and losses are included as a component of accumulated
other comprehensive income (loss), net of related deferred income taxes, unless
a permanent impairment in value has occurred, which is then charged to
operations. Realized gains and losses from the sale of available for sale
securities are determined on a specific identification basis. Dividend and
interest income is recognized as earned. Investments have been classified as
non-current assets in the accompanying financial statement due to managements
current intent to hold such investments.
Mineral Properties
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 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. Additionally the Company
expenses as incurred all maintenance and exploration property costs.
Since the Company is unable to support continued capitalization
of acquisition costs, the Company has recognized impairment charges of
$6,465,300 and $3,935,611 for the 2009 and 2010 fiscal year, respectively.
Property and Equipment
Assets are depreciated on a
straight line basis. The Companys assets, with a historical cost of $114,745
are being depreciated over lives of five years. Total depreciation expense of
$10,727 and $2,869 is recognized for the year ended March 31, 2010 and 2009,
respectively. (SEE NOTE 5)
Subsequent Events
In June 2009, the FASB issued and
the Company adopted ASC 855, Subsequent Events. ASC 855 establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. It requires the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. ASC 855 is effective
for interim financial periods ending after June 15, 2009. The adoption of ASC
855 did not affect the Companys consolidated financial statements. (SEE NOTE
14).
New Accounting Pronouncements
On February 25, 2010,
the FASB issued ASU 2010-09 Subsequent Events Topic 855 "Amendments to Certain
Recognition and Disclosure Requirements," effective immediately. The amendments
in the ASU remove the requirement for an SEC filer to disclose a date through
which subsequent events have been evaluated in both issued and revised financial
statements. Revised financial statements include financial statements revised as
a result of either correction of an error or retrospective application of U.S.
GAAP. The FASB believes these amendments remove potential conflicts with the
SEC's literature. The adoption of this ASU did not have a material impact on our
consolidated financial statements.
In January 2010, FASB issued Financial Accounting Standards
Update 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements (Update 2010-06). Update 2010-06 is
intended to improve disclosures originally defined in accounting standards.
Update 2010-06 requires new discloses summarized as follows:
F-11
-84-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
1) Transfers in and out of Levels 1 and 2. A reporting entity
should disclose separately the amounts of significant transfers in and out of
Level 1 and Level 2 fair value measurements and describe the reasons for the
transfers.
2) Activity in level 3 fair value measurements. In the
reconciliation for fair value measurements using significant unobservable inputs
(Level 3), a reporting entity should present separately information about
purchases, sales, issuances, and settlements.
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 about 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 Company does not
expect the adoption of this standard to have a direct quantitative material
impact on its financial position or results of operations.
In January 2010, the FASB issued two ASU's that (1) codify SEC
Observer comments made at the June 2009 EITF meeting and (2) make technical
corrections to several SEC sections of the FASB Codification. In general, the
two ASU's, do not change existing practice. ASU 2010-05, Compensation--Stock
Compensation (TOPIC 718)--Escrowed share arrangements and the presumption of
compensation, codifies EITF Topic D-110, escrowed share arrangements and the
presumption of compensation, which provides the SEC staff's view on when an
escrowed share arrangement involving shareholders is presumed to be compensatory
and the factors to consider when analyzing whether that presumption has been
overcome.
In June 2009, the FASB issued SFAS No. 168, FASB Accounting
Standards Codification (Codification) as the single source of authoritative
nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does
not change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard documents will
be superseded and all other accounting literature not included in the
Codification will be considered non-authoritative. Concurrently, the FASB issued
Accounting Standards Update (ASU) 2009-01, which amends the FASB Accounting
Standards Codification for the issuance of FASB Statement No. 168
.
The
Codification is effective for interim and annual periods ending after September
15, 2009. The Codification is for disclosure only and will not impact our
financial condition or results of operations. We are currently evaluating the
impact to our financial reporting process of providing Codification references
in our public filings.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB
Interpretation No. 46(R) (SFAS 167), (now Codified under ASC Topic 810
Consolidation). SFAS 167 changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. SFAS 167 will become effective for our fiscal
year beginning November 15, 2009. We are currently evaluating the effect the
adoption of SFAS 167 will have on our Consolidated Financial Statements.
In June 2009, the FASB issued SFAS No. 166, Accounting for
Transfers of Financial Assets an amendment of FASB Statement No. 140, (now
Codified under ASC Topic 860 Transfers and Servicing). This Statement requires
additional disclosures concerning a transferors continuing involvement with
transferred financial assets. The Statement eliminates the concept of a
qualifying special-purpose entity and changes the requirements for
derecognizing financial assets. The Statement is effective for fiscal years
beginning after November 15, 2009. We are currently evaluating the impact that
the adoption will have on our financial statements.
F-12
-85-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
NOTE 3 - BUSINESS ACQUISITIONS
On August 7, 2009, Lake Victoria completed the acquisition of
all of the outstanding common shares of Kilimanjaro, Lake Victorias
consolidating parent and therefore, effective as of August 7, 2009, Lake
Victoria owns 100% of Kilimanjaros equity.
On July 8, 2009, Lake Victoria, a consolidated subsidiary of
Kilimanjaro entered into a Securities Exchange Agreement to acquire 100% of the
issued and outstanding shares of Kilimanjaro in exchange for 37,653,549
restricted shares of Lake Victorias common stock, the cancellation of 9,350,300
outstanding restricted shares of Lake Victoria held directly by Kilimanjaro and
debt forgiveness of property acquisition payments consisting of 6,500,000 shares
of Lake Victoria which were to be issued and $350,000 of cash payments.
Kilimanjaro and Lake Victoria had been under common control since each of the
entities inception. Effective August 7, 2009, the acquisition of Kilimanjaro
was completed. As a result of the completion of this acquisition and the other
related transactions, the former shareholders of Kilimanjaro owned approximately
67% of the outstanding shares of common stock of Lake Victoria representing
37,653,549 of the then 55,851,549 total issued and outstanding shares of common
stock. The acquisition of Kilimanjaro was accounted for as a reverse
acquisition restructuring and recapitalization. As the result of this transfer,
the former stockholders of Kilimanjaro owned a majority of the outstanding
shares of the common stock of the Company, and Kilimanjaro was treated as the
accounting acquirer for financial statement purposes. Since Lake Victoria was a
consolidated subsidiary of Kilimanjaro all of the historical accounting
information previously reported by the registrant is now incorporated in the
historical financial information of the Companys consolidated financial
statements. Accordingly, the two entities consolidation reflects all of the
historical financial information without any modification for recognition of
fair value adjustments based upon a business combination. The equity of
Kilimanjaro for accounting purposes was restated in the legal framework of it
previously controlled subsidiary Lake Victoria. The continuing legal entity is
Lake Victoria Mining Company, Inc. and all equity information has been restated
as such with the continuing accounting of the consolidated results of operations
based upon Kilimanjaros consolidations of financial information from
inception.
Since the stockholders of Kilimanjaro own a majority of the
outstanding shares of the common stock of the Company, the acquisition of
Kilimanjaro was accounted for as a reverse acquisition restructuring and
recapitalization. Under reverse acquisition accounting, Kilimanjaro (the legal
subsidiary) has been treated as the accounting parent (acquirer) and Lake
Victoria (the legal parent) has been treated as the accounting subsidiary
(acquiree). As part of the share exchange, the 18,198,000 net shares remaining
of Lake Victoria which were disclosed as a non-controlling interest in the
financial disclosures of Kilimanjaro are the shares recognized on the restated
Statement of Stockholders Equity as the net share increase from the
restructuring of the Companys equity and the elimination of the non-controlling
interest.
NOTE 4 - RELATED PARTY ADVANCES
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. The Company advanced funds to Geo Can
Resources Company to find mineral property interest in Tanzania. As of March 31,
2010 and 2009, the company advanced $449,043 and $1,537,849 to Geo Can. The
advances bear no interest and are due on demand. The unencumbered funds advanced
to Geo Can would be refundable to the Company. The advances as of March 31, 2010
and 2009 have not been offset against payables nor had any encumbrances been
reported to the Company.
As of March 31, 2010 and 2009, one subsidiary of the Company
owed $700,523 and $634,914 to Geo Can for exploration acquisition and services
provided (See NOTE 9).
F-13
-86-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
NOTE 5 - PROPERTY AND EQUIPMENT
At March 31, 2010 and 2009, property and equipment consisted of
the following:
Table 1: Property and Equipment Acquisition Cost and
Accumulated Amortization
Category
|
|
As at 03/31/2010
|
|
|
As at 03/31/2009
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
Machinery and equipment
|
|
87,360
|
|
|
7,280
|
|
|
80,080
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Furniture and equipment
|
|
4,489
|
|
|
612
|
|
|
3,877
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Computer and software
|
|
22,896
|
|
|
5,989
|
|
|
16,90 7
|
|
|
11,476
|
|
|
3,154
|
|
|
8,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
114,745
|
|
$
|
13,881
|
|
$
|
100,864
|
|
$
|
11,476
|
|
$
|
3,154
|
|
$
|
8,322
|
|
NOTE 6 - LONG-TER
M INVESTMENT
On June 20, 2008, the Company acquired 5,000,000 restricted
common shares from Kibo Resources Company in the total consideration of $5,000.
The Company held a majority interest of Kibo Resources, but classified this
investment as a temporary ownership and recorded it at cost. As of March 31,
2009, the Company recognized an investment loss of $5,000 in prior periods.
On May 15, 2009, the Company signed an agreement for private
sale of shares with Hampton Park Capital LLC. The Company sold 5,000,000 common
shares of Kibo resources to Hampton Park in the total consideration of $10,000.
The payment was settled on January 25, 2010. As of March 31, 2010, the Company
recognized an investment gain of $10,000.
NOTE 7 - ACCRUED EXPENSES
On November 1, 2007, Kilimanjaro signed an employment agreement
with Kilimanjaros vice president. According to the agreement, Kilimanjaro would
pay him 100,000 restricted common shares each year for 2007 and 2008, with a
fair value of $0.75 per share in the total amount of $75,000 and $0.50 per share
in the total amount of $50,000, respectively. On June 30, 2009, Kilimanjaro
issued to him 200,000 restricted shares.
NOTE 8 - OTHER PAYABLES
As of March 31, 2010, one subsidiary of the Company withheld a
payroll deduction of $29,178 to conform to local tax law.
NOTE 9 - MINERAL PROPERTY AND EXPLORATION COSTS
On May 4, 2009, Kilimanjaro completed a Property Acquisition
Agreement (the Agreement) with Geo Can Resources Company Limited (Geo Can).
Under the terms of the agreement Kilimanjaro acquired 100% interest of the
mineral property assets of Geo Can, which included 33 gold prospecting licenses
and 13 uranium licenses. Geo Can had entered into property option agreements,
regarding some of these resource properties, with Lake Victoria before the share
purchase agreement with Kilimanjaro and as a consequence Geo Can no longer has
any interest in those prior property agreements.
F-14
-87-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
Costs of acquiring mineral properties are capitalized by
project area upon purchases of the associated claims. When costs are
capitalized, mineral properties are periodically assessed for impairment. Cost
to maintain the mineral rights and leases are expensed as incurred. When a
property reaches the production station stage, any related capitalized cost will
be amortized, using the units of production method on the basis of periodic
estimates of ore reserves.
Since the Company is unable to support continued capitalization
of acquisition costs, the Company has recognized impairment charges of
$6,465,300 and $3,935,611 for the 2009 and 2010 fiscal year, respectively.
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 the status of our projects,
Table 2: The continuity of mineral properties acquisition
cost
|
|
Kalemela
|
|
|
State Mining
|
|
|
Geita
|
|
|
Kinyambwiga
|
|
|
Singida
|
|
|
Other
|
|
|
|
|
|
|
Gold Project
|
|
|
Project
|
|
|
Project
|
|
|
Project
|
|
|
Project
|
|
|
Projects
|
|
|
Total
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(g)
|
|
|
|
|
Balance, March 31, 2008
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Related payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Consideration
|
|
325,000
|
|
|
60,000
|
|
|
200,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
585,000
|
|
Share issued for Mining
properties
|
|
3,250,300
|
|
|
100,000
|
|
|
2,530,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,880,300
|
|
Accrued liabilities
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
3,575,300
|
|
|
160,000
|
|
|
2,730,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,465,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2009
|
$
|
3,575,300
|
|
$
|
160,000$
|
|
$
|
2,730,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,465,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Consideration Note(1)
|
|
67,825
|
|
|
30,000
|
|
|
22,608
|
|
|
122,608
|
|
|
904,148
|
|
|
926,940
|
|
|
2,074,129
|
|
Share issued for Mining
properties
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,800,000
|
|
|
-
|
|
|
-
|
|
|
1,800,000
|
|
Accrued liabilities
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
61,482
|
|
|
-
|
|
|
61,482
|
|
|
|
67,825
|
|
|
30,000
|
|
|
22,608
|
|
|
1,922,608
|
|
|
965,630
|
|
|
926,940
|
|
|
3,935,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2010
|
$
|
3,643,125
|
|
$
|
190,000
|
|
$
|
2,752,608
|
|
$
|
1,922,608
|
|
$
|
965,630
|
|
$
|
926,940
|
|
$
|
10,400,911
|
|
Note(1): Total cash consideration includes Accounts Receivable
of $1,039,981 exchanged for mineral properties.
Table 3 : The continuity of mineral properties exploration
expenditures
|
|
Kalemela
|
|
|
State Mining
|
|
|
Geita Project
|
|
|
Kinyambwiga
|
|
|
Singida
|
|
|
Uyowa
|
|
|
Total
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(g)
|
|
|
|
|
Balance, March 31, 2008
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camp, Field Supplies and
Travel
|
|
111,000
|
|
|
-
|
|
|
34,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
145,000
|
|
Drilling
Cost
|
|
-
|
|
|
-
|
|
|
188,601
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
188,601
|
|
Geological consulting and
Wages
|
|
169,280
|
|
|
-
|
|
|
87,540
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
256,820
|
|
Geophysical and Geochemical
|
|
180,748
|
|
|
-
|
|
|
60,156
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
240,904
|
|
Parts and equipment
|
|
16,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16,000
|
|
Project
Administration fee
|
|
72,150
|
|
|
-
|
|
|
22,100
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
94,250
|
|
Vehicle and Fuel expenses
|
|
69,792
|
|
|
-
|
|
|
2,800
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
72,592
|
|
|
|
618,970
|
|
|
-
|
|
|
395,197
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,014,167
|
|
F-15
-88-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
|
|
Kalemela
|
|
|
State Mining
|
|
|
Geita
|
|
|
Kinyambwiga
|
|
|
Singida
|
|
|
Uyowa
|
|
|
Total
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(g)
|
|
|
|
|
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
|
|
Drilling
Cost
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
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
|
|
$
|
1,817,977
|
|
(a)
|
Kalemela Gold Project: PL2747/2004 PL2910/2004 & PL
3006/2005
|
|
|
|
The three licenses total about 260 square kilometers.
Results of geologic mapping, ground magnetic surveying and soil sampling
have identified exploration sites suitable for electrical induced
polarization (I.P.) geophysical surveys to further define possible drill
targets. Depending on available resources and project scheduling, follow
up soil sampling will be conducted to confirm previous sampling results,
followed by a targeted electrically induced polariztion (I.P.) geophysical
survey and a possible initial drill program.
|
|
|
|
Table 2 and 3 reflect the acquisition and exploration
costs for Kalemela project.
|
|
|
|
As a part of the Agreement, Kilimanjaro owns 100%
interest in the Kalemela Gold Projects three prospecting
licenses.
|
|
|
(b)
|
State Mining Project: PL2702/2004, PL5469/2008 &
PL4339/2006
|
|
|
|
On August 10, 2009, the Company decided to release the
above three licenses and transferred them back to State Mining Company on
August 11 and September 15, 2009. The Company has abandoned its interests
in this project and will not be involved any further exploration
activities.
|
|
|
|
Table 2 and 3 reflect the acquisition and exploration
costs for the State Mining project.
|
|
|
(c)
|
Geita Project: PL2806/2004
|
|
|
|
Table 2 and 3 reflect the acquisition and exploration
costs for the Geita project.
|
|
|
|
As a part of the Agreement, the Company owns 100%
interest in the Geita projects one prospecting license as at March 31,
2010.
|
|
|
(d)
|
Kinyambwiga Project: PL4653/2007, 24PMLs
|
|
|
|
A 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.
|
F-16
-89-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
|
Table 2 and 3 reflect the acquisition and exploration
costs for Kinyambwiga project.
|
|
|
|
As of March 31, 2010, the Company owns 100% interest of
Kinyambwiga 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 March 31, 2010, this director has entered into Mineral
Properties Sales and Purchase agreements with various PML owners. 22 PML
agreements have been completed and 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 $7,029,404.
|
|
|
|
At the option of the Company, we may relinguish any PML
at any time during the agreement and transfer the title back to the
original owner. Also, at the option of the Company, a 2% Net Smelter
Production royalty or 2% of the Net Sale Value may be substituted in place
of the final payment for each PML and paid on a pro rata basis determined
by the total final number of PMLs involved in a special mining license.
|
|
|
|
On October 27, 2009, the Company signed and renewed a
Mineral Properties Purchase Financing Agreement with one director of the
Company which replaced the initial agreement with Kilimanjaro Mining on
May 15, 2009. According to the renewed agreement, the Company shall
provide all the finances required for acquiring and developing the PMLs in
the Singida Project area and the Company will continue to have a 100%
beneficial interest in all PMLs acquired by the director pursuant to the
initial and renewed agreement.
|
|
|
|
On January 19, 2010, a director on behalf of the Company
signed second addendums to Singida mineral properties sales and purchase
agreements (mineral agreement) in 2009. The addendums revised and
extended the secondary payments of the mineral agreements.
|
|
|
|
As of March 31, 2010, under the terms of the mineral
properties sales and purchase agreements the Company has completed initial
option payments in the amount of $904,148 and $61,482 is accrued as a
short term liability.
|
|
|
|
Table 2 and 3 reflect the acquisition and exploration
costs for Singida project.
|
|
|
(f)
|
Uyowa
|
|
|
|
Table 3 reflects the exploration costs for the Uyowa
project.
|
|
|
|
As of March 31, 2010, the Company owns 100% interest of
Uyowa projects prospecting licenses.
|
|
|
(g)
|
Other projects
|
|
|
|
On May 4, 2009, Kilimanjaro completed a Property
Acquisition Agreement with Geo Can. Under the terms of the agreement
Kilimanjaro acquired 100% interests of the mineral property assets of Geo
Can which included 33 gold prospecting licenses and 13 uranium licenses.
Included in this agreement were the Kalemela projects licenses, Geita
projects license, Uyowa Projects licenses and Kinyambwiga projects
license.
|
F-17
-90-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
Table 2 and 3 reflect the acquisition and exploration costs for
other projects.
NOTE 10 - 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, 2010, the Company has not issued any preferred stock.
Common Stock
The Company is authorized to issue
100,000,000 shares of common stock. 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.
Post-acquisition Issuances
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 share of common stock. The exercise period of
the redeemable warrants is thirty-six months from January 28, 2010. 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. The Company recorded a
financing fee of $11,500 to be paid. As of May 19, 2010, the Company issued
additional 3,129,350 units for cash of $645,870. (See Note 14)
The fair value of the 7,343,650 warrants was estimated using
the Black-Scholes pricing model based on the following assumptions: dividend
yield of 0%; risk-free interest rate of 1.44%; expected life of three years; and
volatility of 212%. A fair value of $134,025 was estimated.
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. The exercise period of the
redeemable warrants is thirty-six months from September 9, 2009. As of September
30 and December 31, 2009, the Company received $120,000 and $1,454,704,
respectively.
The fair value of the 2,701,001 warrants was estimated using
the Black-Scholes pricing model based on the following assumptions: dividend
yield of 0%; risk-free interest rate of 1.48%; expected life of three years; and
volatility of 230%. A fair value of $513,191 was estimated.
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.
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.
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.
F-18
-91-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
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.
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.
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. 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 would include an aggregate cash payment of $200,000 and issuance
of 5,500,000 shares of common stock.
NOTE 11 - STOCK WARRANTS
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 share of common
stock. The exercise period of the redeemable warrants is thirty-six months from
January 28, 2010. 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. The Company recorded a financing fee of $11,500 to be paid. As of May 19,
2010, the Company issued additional 3,129,350 units for cash of $645,870. (See
Note 14)
F-19
-92-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
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. The exercise period of the
redeemable warrants is thirty-six months from September 9, 2009. As of September
30 and December 31, 2009, the Company received $120,000 and $1,464,704,
respectively.
Warrants and financial options outstanding as of March 31, 2010
were:
Table 4: Warrants
Expiration Date
|
|
Number
of Warrants/Financial options
|
|
|
Exercise
Price
|
|
|
Shares
Issuable Upon Exercise
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2010
|
|
312,500
|
|
$
|
1.10
|
|
|
312,500
|
|
May 31, 2010
|
|
4,000,000
|
|
$
|
1.00
|
|
|
4,000,000
|
|
September 8, 2012
|
|
2,701,001
|
|
$
|
0.63
|
|
|
1,350,501
|
|
January 27, 2013
|
|
7,343,650
|
|
$
|
1.25
|
|
|
7,343,650
|
|
|
|
14,357,151
|
|
|
|
|
|
13,006,651
|
|
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.
NOTE 12 - INCOME TAXES
At March 31, 2010 and March 31, 2009, the Company had net
deferred tax assets (calculated at an expected rate of 34%) of approximately
$2,863,000 and $787,000 principally arising from net operating loss
carryforwards for income tax purposes. As management of the Company cannot
determine that it is more likely than not that the Company will realize the
benefit of the deferred tax asset, a valuation allowance equal to the deferred
tax asset has been established at March 31, 2010 and 2009. The significant
components of the deferred tax asset at March 31, 2010 and 2009 were as follows:
Table 5: Income Tax
|
|
March
31, 2010
|
|
|
March
31, 2009
|
|
Operating loss balance:
|
$
|
(8,422,000
|
)
|
$
|
(2,315,000
|
)
|
Deferred tax asset
|
$
|
(2,863,000
|
)
|
$
|
(787,000
|
)
|
Deferred tax asset valuation allowance
|
|
2,863,000
|
|
|
787,000
|
|
Net deferred tax asset
|
$
|
-
|
|
$
|
-
|
|
At March 31, 2010 and 2009, the Company has net operating loss
carry forwards of approximately $8,422,000 and 2,315,000, which expire in the
years 2023-2024. The change in valuation allowance from March 31, 2010 to March
31, 2009 was $2,076,000.
F-20
-93-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
Although we believe that our estimates are reasonable, no
assurance can be given that the final tax outcome of these matters will not be
different than that which is reflected in our tax provisions. Ultimately, the
actual tax benefits to be realized will be based upon future taxable earnings
levels, which cannot be predicted at this time. Furthermore, the availability of
net operating losses would be limited by the future action of the Company and
its investors. Some of the net operating losses are only available at the
individual subsidiary level and not available for the consolidated tax reporting
of the consolidated entities, since ownership levels did not meet the
consolidated rules for Federal tax purposes.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
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, 2010, this director has entered into Mineral
Properties Sales and Purchase agreements with various PML owners. 22 PML Option
to Purchase agreements have been completed and 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 $7,029,404.
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 the properties. All exploration and payment commitments as per
agreements between Geo Can and the Company for the Geita, Kinyambwiga and
Kalemela projects were cancelled as part of the agreement between Geo Can and
Kilimanjaro prior to the August 7, 2009 share exchange agreement. Both companies
have mutually agreed that the exploration agreements were terminated in November
2009 when the Company incorporated its own exploration subsidiary, Lake Victoria
Resources (T) in Tanzania.
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.
On December 3, 2009, the Company entered into a Consulting
Services Agreement (the Agreement) with Robert Lupo (the consultant). The
consultant will provide public relations, advisory, and consulting services to
the Company in conjunction with the development of the Companys marketing plan,
business plan, and goals. The contract has a one year term, and 300,000 shares
of restricted stock would be issued within 30 days after the date of this
contract. On December 31, 2009 we executed an addendum to the Agreement in order
to extend the term of the agreement by an additional 60 days and included a
probationary period of 60 days to evaluate the services and determine
compensation. On March 1, 2010, the Company and Robert Lupo mutually agreed to
terminate the agreement.
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 of the Companys stock valued at $42,641.
Subsequently, on May 10, 2010 the Company paid Everett a cash payment of $21,265
and on April 13, 2010 issued him 153,525 restricted common shares of the
Companys stock valued at $67,551. The term of the consulting agreement is
twelve months.
F-21
-94-
LAKE VICTORIA MINING COMPANY, INC.
|
(FORMERLY KNOWN AS KILIMANJARO MINING COMPANY, INC.)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
MARCH 31, 2010
|
On January 4, 2010, the Company entered into a finders fee
agreement with Robert A. Young, The RAYA Group (Young) wherein we agreed to
pay Young fees for introducing us to investors who invested in our private
placements and joint ventures. The fee will be 10% of the first $10,000,000 and
5% of amounts in excess of $10,000,000. The term of finders fee agreement is
five years.
NOTE 14 - SUBSEQUENT EVENTS
Effective April 8, 2010, the Board of Directors appointed Ian
A. Shaw as a Director and Chairman of the Independent Audit Committee.
On May 11, 2010, the Company entered into an agreement with
Clive Howard Matthew King to provide services as a Senior Geological Consultant.
In consideration of the foregoing the Company will pay Mr. King 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 at the end of six months; and at the end of 12 months the Company
will grant Mr. King 300,000 stock options.
As of May 19, 2010, the Company completed a private placement
of 10,473,000 units at $0.20 per share for total consideration of $2,063,100 and
subscription receivable of $20,000, net of cost of $11,500. Of this, 7,343,650
units were sold for cash consideration of $1,448,730 as of March 31, 2010. Each
Unit consists 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 share of common stock. The exercise period of the redeemable warrants
is thirty-six months from January 28, 2010. Included in the private placement
were 1,350,000 units issued to three directors and officers for $270,000.
F-22
-95-
ITEM
9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There
have been no disagreements on accounting and financial disclosures from the
inception of our company through the date of this Form 10-K. Our financial
statements for the period from inception to March 31, 2010, included in this
report have been audited by BehlerMick PS, 601 West Riverside, Suite 430,
Spokane, Washington 99201, as set forth in this annual report.
PART III
ITEM
9A. CONTROLS AND
PROCEDURES.
Evaluation of Disclosure Controls and Procedures
.
In
connection with the preparation of this annual report on Form 10-K, an
evaluation was carried out by the Companys management, with the participation
of the Principal Executive Officer and Accounting Officer, of the effectiveness
of the Companys disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange
Act)) as of March 31, 2010. Disclosure controls and procedures are designed to
ensure that information required to be disclosed in reports filed or submitted
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the SEC rules and forms and that such information
is accumulated and communicated to management, including the Principal Executive
Officer and Accounting Officer, to allow timely decisions regarding required
disclosures.
Based
on their evaluation, our Principal Executive Officer and Accounting Officer
concluded disclosure controls and procedures were not effective as of March 31,
2010.
Managements Report on Internal Control over Financial
Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
1934, as amended, as a process designed by, or under the supervision of, a
companys principal executive and principal financial officers and effected by a
companys board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
-
Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
-
Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management
and directors of the company; and
-
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the companys assets that
could have a material effect on the financial statements.
All
internal control systems, no matter how well designed, have inherent limitations
and can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within our company have
been detected.
-96-
Our
management assessed the effectiveness of our internal control over financial
reporting as of March 31, 2010. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in
Internal Control Integrated Framework
and
Internal Control over Financial Reporting-Guidance for Smaller Public
Companies.
As a result of this assessment, management identified a material
weakness in internal control over financial reporting.
A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis.
We
identified a material weakness in our internal control over financial reporting
as of March 31, 2010 because fundamental elements of our companys control
environment were not present as of March 31, 2010, including an independent
board oversight and review of financial reporting. The financial processes and
procedures and internal control procedures are performed by the Board. There
exists a significant overlap between management and the Board of Directors.
Specifically, we do not currently have the ability to objectively monitor the
processes and procedures of financial reporting as the individual responsible
for financial reporting is also a member of the Board of Directors.
Additionally, due to insufficient staffing and the lack of full time personnel,
it was not possible to ensure appropriate segregation of duties between
incompatible functions. In the course of our assessment, we also identified that
there were control deficiencies which were the result of our not maintaining a
sufficient complement of personnel to ensure that financial information (both
routine and non-routine) is adequately analyzed and reviewed on a timely basis
to detect misstatements. Other deficiencies, such as valuing financial
implications of future equity issuances for contract terms, were identified by
the auditors and material adjustments to the financial statements were required.
These deficiencies represent a material weakness in our internal control over
financial reporting given that it results in a reasonable possibility that a
material misstatement to the annual or interim financial statements would not
have been prevented or detected.
Based
on the material weakness described above, management has concluded that as of
March 31, 2010, the Companys internal control over financial reporting was not
effective based on the criteria in Internal control Integrated framework issued
by the COSO.
We
intend to take the following steps as soon as practicable and funding is
available to remediate the material weakness we identified as follows:
-
We will increase the oversight and review procedures of the board of
directors with regard to financial reporting, financial processes and
procedures and internal control procedures.
-
To the extent we can attract outside directors, we will nominate an audit
committee to review and assist management with its reporting goals.
This
annual report does not include an attestation report of the companys registered
public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the companys registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only managements report
in this annual report.
Changes in Internal Controls
There
has been no change in our internal control over financial reporting that
occurred during the quarter ended March 31, 2010, that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
ITEM
9B. OTHER
INFORMATION
None.
-97-
ITEM
10. DIRECTORS AND
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Officers and Directors
Our
directors serve until their successor is elected and qualified. Our officers are
elected by the board of directors to a term of one (1) year and serves until
their successor is duly elected and qualified, or until they are removed from
office. The board of directors has no nominating, auditing or compensation
committees.
The
name, address, age and position of our present officers and directors are set
forth below:
Name and Address
|
Age
|
Position(s)
|
Roger Newell
1781 Larkspur Drive
Golden, Colorado
80401
|
67
|
President, principal accounting
officer, principal executive officer, principal financial officer and a
member of the board of directors.
|
|
|
|
Heidi Kalenuik
2055 Queens Ave
West Vancouver, BC
V7V 2X8 Canada
|
43
|
Secretary, treasurer and a member
of the board of Directors.
|
|
|
|
Ahmed A. Magoma
P.O Box 80079
Dar es Salaam
Tanzania
|
43
|
Director.
|
|
|
|
Ian A. Shaw
98 Crimson Millway
Toronto, Ontario,
Canada
M2L 1T6
|
70
|
Director, Chairman of Audit
Committee
|
Mr.
Shaw held his position since April 2010 and all other persons named above have
held their offices/positions since June 2008. They are expected to hold their
offices/positions until the next annual meeting of our stockholders.
Background of Officers and Directors
Roger Newell, President, Principal Executive Officer, and
a Member of the Board of Directors
Roger
Newell served as Vice President-Development and a Board Member of Capital Gold
Corp. (NYSE-AMEX;CGC and Toronto TSX;CGC) from 2000 to September 2007. As such
he was responsible for much of Capital Golds engineering and business
development at El Chanate Gold, Mexico and continued to serve on Capital Gold
Corps Board of Directors until November 2009. He also served as President (2000
to 2006) of Capital Golds Mexican subsidiary, Minera Santa Rita.
Prior
to this time at Capital Gold, he served as Exploration Manager/Senior Geologist
for the Newmont Mining Company; Exploration Manager for Gold Fields Mining
Company; and Vice President-Development, for Western Exploration Company.
In
December 2009 Dr. Newell was appointed an Independent Director of Midway Gold
Corporation a Canadian public corporation that trades on both the Toronto TSX-V
Exchange with symbol MDW and the US NYSE-AMEX also with symbol MDW. Midway Gold
is a mineral exploration and development company with properties in the western
United States.
-98-
In
October 2007, Dr. Newell joined the management team as Executive Vice President
and Director of Kilimanjaro Mining Company, Inc. a private company involved in
the acquisition and exploration of highly prospective mineral resource
properties in Tanzania, East Africa. In June 2008 Mr Newell was appointed
President and Director of Lake Victoria Mining Company (OTCBB; LVCA) in
consideration of his history in gold exploration and mining.
June 2008 Present
Company: Lake Victoria Mining Company
Inc.
Position Held: President/Director
Company Activities: Gold and
Uranium Exploration and Development
Location: Nevada, USA
Trading
Symbol: LVCA
Trading on: OTCBB.
October 2007 Present
Company: Kilimanjaro Mining Company
Inc.
Position Held: Vice President/Director
Company Activities: Gold and
Uranium Exploration and Development
Location: Nevada, USA
Private
Company
December 2009 Present
Company: Midway Gold Corporation
Position Held: Director
Company Activities: Gold Exploration and
Development
Location: British Columbia
Trading Symbol: MDW
Trading
on: TSX-V ExchaNge and NYSE-AMEX
2000 September 2007
Company: Capital Gold Corp
Position Held: Director
Company Activities: Gold Mining
Location: New
York, New York
Trading Symbol: CGC
Trading on: NYSE-AMEX and TSX;CGC
Heidi Kalenuik, Secretary, Treasurer and a Member of the
Board of Directors
Heidi
Kalenuik, originally from South Africa, was the founder and President of
Kilimanjaro Mining Company, Inc., in December, 2006, a private company
concentrating on resource property acquisitions, exploration and joint ventures
in the United Republic of Tanzania.
Heidi
Kalenuik was appointed as an Officer and Director of Lake Victoria Mining
Company in June 2008 due to her knowledge and working experience in Africa and
her interest in the Companys activities having been the President of
Kilimanjaro Mining Company, now a wholly owned subsidiary of Lake Victoria
Mining Company. In consideration for a Board position it was felt Ms Kalenuiks
experience in working directly in Tanzanian business activities would enhance
the operations in Africa for Lake Victoria Mining.
June 2008 Present
Company: Lake Victoria Mining Company
Inc.
Position Held: Secretary/Treasurer /Director
Company Activities:
Gold and Uranium Exploration and Development
-99-
Location: Nevada, USA
Trading Symbol: LVCA
Trading on:
OTCBB.
December 2006 Present
Company: Kilimanjaro Mining Company
Inc.
Position Held: President /Director
Company Activities: Gold and
Uranium Exploration and Development
Location: Nevada, USA
Private
Company
March 2005-December 2006: Sabbatical
Ahmed Magoma, Member of the Board of Directors
Ahmed
Magoma has a B.Sc. in geology from the University of Dar es Salaam (1992) and 16
years of experience in the mining industry, wherein he has held progressively
more responsible management and supervisory roles. Mr. Magoma joined Kilimanjaro
Mining Company, Inc., in March of 2007, a private company involved in the
acquisition and exploration of highly prospective resource properties in
Tanzania, East Africa. In addition to being a director with Kilimanjaro, Mr.
Magoma is responsible for all resource property acquisitions and exploration
within Tanzania. His experience encompasses gold projects from grassroots
through to mining production. His field experience included working with Tanex,
a subsidiary of DeBeers and other South African companies as a field geologist.
Mr. Magoma worked with the Ministry of Energy and Minerals in Tanzania for a
period to learn, through study, the techniques of small-scale miners to enhance
their production. Mr. Magoma has worked with major gold companies Barrick and
Randgold as a project geologist and then as senior project geologist with
Tanzanite Africa.
Mr
Magoma was appointed as a Director in Lake Victoria Mining Company in June 2008.
He was considered for this position because of his familiarity with the Company
projects and operations in Africa.. His experience in the Mining Law and
activities native to Tanzania were also deemed to be very valuable to the
Company by acting as a Director for the Company.
June 2008 Present
Company: Lake Victoria Mining Company
Inc.
Position Held: Director
Company Activities: Gold and Uranium
Exploration and Development
Location: Nevada, USA
Trading Symbol: LVCA
Trading on: OTCBB
December 2006 Present
Company: Kilimanjaro Mining Company
Inc.
Position Held: Director
Company Activities: Gold and Uranium
Exploration and Development
Location: Nevada, USA
Private Company
April 2007 Present
Company: Geo Can Resources Company Ltd
Position Held: Director
Location: Tanzania, East Africa
Company
Activities: Gold and Uranium Exploration Services
Private Company
-100-
2005 December 2007
Company: Tanzanite Africa Ltd
Position Held: Senior Project Geologist; supervising exploration projects.
Location: Tanzania, East Africa
Company Activities: Gold and Tanzanite
Exploration
Private Company
Ian A Shaw
Member
of the Board of
Directors, Chairman of the Audit Committee
Ian
A. Shaw, B.Comm., C.A. - Mr. Shaw, is a graduate of Trinity College, University
of Toronto (B.Comm., 1964) and obtained his Chartered Accountant designation in
1969 with Deloitte, Plender, Haskins & Sells, Toronto. In 1993, after a
total of 18 years in financial positions with producing mining companies he
established Shaw & Associates with the objective of providing corporate
finance, regulatory reporting and compliance services to clients that are
typically junior public companies in the mineral resource industry. In addition
to his directorship with the Company he is currently a director of Pelangio
Exploration Inc. and Chief Financial Officer of both Richmond Minerals Inc. and
Olivut Resources Ltd., all of which are located in Canada and listed on the TSX
Venture Exchange. Positions held at present and during the past five years are
listed below.
Considerations
leading to the appointment of Mr. Shaw as a director of the Company included his
experience with other mineral exploration companies, his qualification as a
Chartered Accountant, and his familiarity with regulatory compliance matters.
|
|
Place of
|
|
|
Name of repo
r
ting
Issuer
|
Position Held
|
Issuing
|
From
|
To
|
Pelangio Exploration Inc. a Canadian
company with gold exploration properties in Ghana and Canada
|
Director
|
TSX Venture
|
Sep-95
|
Present
|
Weda Bay Minerals Inc., a Canadian company based in
Australia with a nickel exploration property in Indonesia
|
Secretary
|
TSX Venture
|
Dec-99
|
Nov-07
|
Unor Inc. (formerly Hornby Bay Exploration
Limited), a Canadian company with uranium exploration property in Canada
|
Vice President, Finance and
CFO
|
TSX Venture
|
May-05
|
Nov-08
|
Mexgold Resources Inc., a Canadian company with gold
exploration properties in Mexico
|
Director
|
TSX Venture
|
Apr-02
|
Jul-05
|
Gammon Lake Resources Inc., a Canadian
company with gold exploration and production in Mexico
|
Director
|
TSX Venture
|
Nov-04
|
Jul-05
|
Capital Gold Corporation, A United States company with a
gold producing property in Mexico
|
Director
|
TSX & OTC-BB
|
Mar-06
|
Aug-09
|
Centenario Copper Corporation, a Canadian
company with copper exploration properties in Chile
|
Chief Financial Officer
|
Private
|
Apr-06
|
Apr-07
|
Olivut Resources Ltd., a Canadian company with diamond
exploration properties in Canada and Uruguay
|
Chief Financial Officer
|
TSX Venture
|
Jan-07
|
Present
|
Gunnison Minerals Inc., a Canadian company
with a copper exploration property in the United States
|
Chief Financial Officer
|
TSX Venture
|
Mar-08
|
Jul-08
|
Richmond Minerals Inc., a Canadian company with gold
exploration properties in Canada
|
Chief Financial Officer
|
TSX Venture
|
Oct-08
|
Present
|
Lake Victoria Mining Company, Inc., a
United States Company with gold exploration properties in Tanazania
|
Director
|
OTC-BB
|
Mar-10
|
Present
|
Shaw & Associated, a private proprietorship in Canada
|
Managing Director
|
|
Oct-93
|
Present
|
Conflicts of Interest
At
the present time, we do not foresee any direct conflict of interest.
-101-
Geo
Can, the Tanzania company that has supplied us contract exploration services and
that is holding in trust the title for most of our property licenses has a
common director.
The
only conflict that we foresee is Mr. Newells, Ms. Kalenuiks and Mr. Magomas
devotion of time to projects that do not involve us. In the event that Mr.
Newell, Ms. Kalenuik and Mr. Magoma cease devoting time to our operations, they
have agreed to resign as officers and directors. We have no policies relating to
conflicts of interest.
Involvement in Certain Legal Proceedings
Other
than as described in this section, to our knowledge, during the past five years,
no present or former director or executive officer of our company: (1) filed a
petition under the federal bankruptcy laws or any state insolvency law, nor had
a receiver, fiscal agent or similar officer appointed by a court for the
business or present of such a person, or any partnership in which he was a
general partner at or within two yeas before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing; (2) was convicted in a criminal
proceeding or named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.
Audit Committee and Charter
Our audit
committee consists of our entire board of directors. One of our
directors , Ian Shaw is independent and is the designated Chair of the Committee when
it is constituted. Our audit committee is responsible for: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the audit committee. A
copy of our audit committee charter was filed with the Securities and Exchange
Commission on June 26, 2008 with our Form 10-K.
Audit Committee Financial Expert
The
Board has determined that future Chairman of the Audit Committee, Ian A. Shaw,
qualifies as audit committee financial expert as defined by the SEC and also
meets the additional criteria for independence of Audit Committee members set
forth in Rule 10A-3(b)(l) under the Securities Exchange Act of 1934, as amended
(the Exchange Act).
-102-
Code of Ethics
We
have adopted a corporate code of ethics. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics was filed with the Securities and Exchange Commission on June 26,
2008 with our Form 10-K.
Disclosure Committee and Charter
We
have a disclosure committee and disclosure committee charter. Our disclosure
committee is comprised of all of our officers and directors. The purpose of the
committee is to provide assistance to the Chief Executive Officer and the Chief
Financial Officer in fulfilling their responsibilities regarding the
identification and disclosure of material information about us and the accuracy,
completeness and timeliness of our financial reports. A copy of the code of
ethics was filed with the Securities and Exchange Commission on June 26, 2008
our Form 10-K.
Section 16(a) of the Securities Exchange Act of 1934
As
of the date of this report, we are subject to section 16(a) of the Securities
Exchange Act of 1934.
ITEM 11. EXECUTIVE
COMPENSATION.
The
particulars of compensation paid to the following persons:
|
(a)
|
our principal executive officer;
|
|
|
|
|
(b)
|
each of our two most highly compensated executive
officers who were serving as executive officers at the end of the year
ended March 31, 2010; and
|
|
|
|
|
(c)
|
up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the most recently
completed financial year,
|
who we collectively refer to as the named executive officers,
for the fiscal years ended March 31, 2010 and 2009, are set out in the following
summary compensation table:
-103-
SUMMARY COMPENSATION TABLE
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensa
tion
($)
|
Nonqualified
Deferred
Compensation
- Earnings
($)
|
All
Other
Compensa
-tion
($)
|
Total
($)
|
Roger Newell
President,
Chief Executive Officer and Chief Financial Officer
|
2010
2009
|
$85,000
(1)
Nil
|
Nil
Nil
|
$25,000
(1),(2)
Nil
|
Nil
Nil
|
Nil
Nil
|
$27,500
(1)
Nil
|
Nil
Nil
|
$137,500
Nil
|
Heidi Kalenuik
Secretary, Treasurer
|
2010
2009
|
$93,500
(3)
Nil
|
Nil
Nil
|
$98,125
(3),(4)
Nil
|
Nil
Nil
|
Nil
Nil
|
$2,125
(3)
Nil
|
Nil
Nil
|
$193,750
Nil
|
(1)
|
During the fiscal year ended March 31, 2010, Mr. Roger
Newell provided geological professional service to our wholly owned
subsidiary, Kilimanjaro Mining Company. He received $85,000 in cash,
$12,500 in restricted common shares of our company and $12,500 in common
shares of Kilimanjaro Mining Company and deferred compensation of $27,500
to be paid for his services rendered.
|
|
|
(2)
|
On April 15, 2009, Mr. Roger Newell received 25,000
restricted common shares with a value of $12,500. The shares were valued
at $0.50 per share, which was the closing price of our common shares on
April 15, 2009. In June 2009, our wholly owned subsidiary, Kilimanjaro
Mining Company, granted 50,000 shares of its common stock to Mr. Newell
with a value of $12,500. These shares were valued at $0.25 per share,
which was the offering price of the private placement conducted by
Kilimanjaro Mining Company in May 2009.
|
|
|
(3)
|
During the fiscal year ended March 31, 2010, Mrs. Heidi
Kalenuik received management fees from our wholly owned subsidiary,
Kilimanjaro Mining Company, of $93,500 in cash, $12,500 in restricted
common shares of our company and $85,625 in common shares of Kilimanjaro
Mining Company and deferred compensation of $2,125 to be paid for her
services rendered.
|
|
|
(4)
|
On April 15, 2009, Mrs. Heidi Kalenuik received 25,000
restricted common shares with a value of $12,500. The shares were valued
at $0.50 per share, which was the closing price of our common shares on
April 15, 2009. In June 2009, our wholly owned subsidiary, Kilimanjaro
Mining Company, granted 342,500 shares of its common stock to her with a
value of $85,625. These shares were valued at $0.25 per share, which was
the offering price of the private placement conducted by Kilimanjaro
Mining Company in May 2009.
|
-104-
Employment Contracts
Roger
Newell provided management and geological consulting services to the Company in
consideration of which the Company paid Mr. Newell a consulting fee of $10,000
per month. The consulting agreement was on a month to month basis with no formal
contract and the payment was made by our wholly owned subsidiary company,
Kilimanjaro Mining Company Inc.
Heidi
Kalenuik provided administrative and management consulting services to the
Company in consideration of which the Company paid Mrs. Kalenuik a
consulting/management fee of $8,500 per month. The consulting agreement was on a
month to month basis with no formal contract and the payment was made by our
wholly owned subsidiary company, Kilimanjaro Mining Company Inc.
Outstanding Equity Awards at Fiscal Year-End
As
of the end of our last completed fiscal year, March 31, 2010, no named executive
officer or director owned any stock options or unvested stock awards.
Director Compensation
The
following table sets forth for each director who is not a named executive
officer certain information concerning his compensation for our fiscal year
ended March 31, 2010.
|
DIRECTOR COMPENSATION
|
|
Name
(a)
|
Fees Earned or
Paid in Cash
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
Non-Equity
Incentive Plan
Compensation
($)
(e)
|
Nonqualified Deferred
Compensation
Earnings
($)
(f)
|
All Other
Compensation
($)
(g)
|
Total
($)
(h)
|
Ahmed Magoma
|
86,633
(1)
|
42,500
(2)
|
Nil
|
Nil
|
Nil
|
Nil
|
129,133
|
Ian A. Shaw
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
(1)
|
Mr. Ahmed Magoma is a director of Lake Victoria Mining
Company, Inc. and its two subsidiaries, Kilimanjaro Mining Company, Inc.
and Lake Victoria Resources (T) Limited. and he is an employee of Lake
Victoria Resources (T) Limited. During the fiscal year ended March 31,
2010, he received total directors fee of $11,000 from Lake Victoria
Mining Company. During the fiscal year ended March 31, 2010, Ahmed was
paid salary of $30,633 from Lake Victoria Resources (T) Limited; his
monthly gross pay was $6,126). He received $45,000 in fees in connection
with services provided during the acquisition of the Singida property
licenses in 2009.
|
|
|
(2)
|
On April 15, 2009, Ahmed Magoma received 10,000
restricted common shares with a value of $5,000. The shares were valued at
$0.50 per share, which was the closing price of our common shares on April
15, 2009. In June 2009, our wholly owned subsidiary, Kilimanjaro Mining
Company, granted 150,000 shares of its common stock to Mr. Magoma with a
value of $37,500. These shares were valued at $0.25 per share, which was
the offering price of the private placement conducted by Kilimanjaro
Mining Company in May 2009.
|
-105-
Aggregated Options Exercised in the Year Ended March 31,
2010 and Year End Option Values
There
were no stock options exercised during the year ended March 31, 2010.
ITEM
12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Name of Beneficial Owner
|
Direct Amount of
Beneficial Owner
|
Position
|
Percent
of Class
|
Roger A. Newell
|
825,000
|
President, Principal Executive
Officer, Principal Accounting Officer, Principal Financial Officer and a
member of the Board of Directors
|
1.16%
|
|
|
|
|
Heidi Kalenuik
|
16,186,000
|
Secretary, Treasurer and a member
of the Board of Directors
|
22.80%
|
|
|
|
|
Ahmed A. Magoma
|
673,750
|
Member of the Board of Directors
|
0.95%
|
|
|
|
|
Ian A. Shaw
|
100,000
|
Member of the Board of Directors
|
0.14%
|
|
|
|
|
All officers and directors as
a group (4
individuals)
|
17,784,750
|
|
25.05%
|
|
|
|
|
Changes in Control
|
|
|
|
There
are no arrangements which may result in a change of control of Lake Victoria
Mining Company, Inc. There are no known persons that may assume control of the
Company.
ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
1,350,000
units of the private placement that started on January 28, 2010 were purchased
by three officers and directors of the company.
On
June 26, 2008, Dr. Roger Newell was appointed to the Board of Directors and as
President and CEO., and Mr. David Gamache resigned from the Board of Directors
and as an officer of the Company. On June 28, 2008, Ms. Heidi Kalenuik and Mr.
Ahmed Magoma were appointed to the Board of Directors, Ms. Kalenuik was
appointed as Secretary and Treasurer, and Mr. George Lennox resigned as a
director and as Secretary.
In
March 2007, 3,000,000 shares of common stock were issued to Kilimanjaro Mining
Company, Inc., a corporation owned and controlled by Heidi Kalenuik; 500,000
shares of common stock were issued to David Gamache, one of officers and
directors; and, 500,000 shares were issued to George Lennox, one of our officers
and directors. These were accounted for as an acquisition of shares of common
stock in the amount of $40.00.
Kilimanjaro
Mining Company, Inc., a corporation owned and controlled by Heidi Kalenuik,
advanced $53,500 to cover some initial expenses.
On
May 15, 2009, Kilimanjaro Mining Company, Inc., signed a Mineral Financing
Agreement with Ahmed Magoma, a director of the Company authorizing him, on
behalf of the Company, to acquire Primary Mining Licenses (PMLs) in the
Singida area of Tanzania. The agreement was entered into as a result of certain
requirements under the Tanzania Mining Act as it relates to the ability to hold
title to Primary Mining Licenses. The Mining Act allows only a Tanzanian
national or a Tanzanian corporation that is 100% owned by Tanzanian nationals to
hold title to PMLs. As a result, the Company entered into the Mineral Financing
Agreement along with a Statutory Declaration and Declaration of Trust with
Mr.Magoma (a Tanzanian National) to facilitate the optioning, exploration and
purchase of the PMLs at the Singida gold project. Upon application, approval
and the issuing of a Special Mining License that is comprised of two or more of
the PMLs in the Singida project area, the Company will become the registered owner on title.
-106-
As of March
31, 2010, Mr. Magoma entered into Mineral Properties Sales and Purchase
agreements with various PML owners. 22 PML Option to Purchase agreements have
been completed and 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 $7,029,404. The
Company paid Mr. Magoma $45,000 in fees for services provided him during the
acquisition of these PMLs.
The
Company has, through its subsidiary Kilimanjaro Mining Company, advanced funds
to Geo Can Resources Company Limited (Geo Can), a related company with shared
common directors, Mr. Ahmed Magoma, Heidi Kalenuik (until January 8, 2008) and
David Kalenuik (until May 31, 2009). The advances bear no interest, are
unsecured and are due on demand. The unencumbered funds advanced to Geo Can
would be refundable to the Company. The advances as of March 31, 2010 have not
been offset against payables nor had any encumbrances been reported to the
Company. As of March 31, 2010, the Company advanced $449,043 to Geo Can through
direct payment to some contracted suppliers of Geo Can which included service
invoices for drilling, technical consulting, property rentals, geophysical
equipment repairs and loans.
Prior
to incorporation of the Companys wholly-owned subsidiary in Tanzania, Lake
Victoria Resources (T) Limited, and prior to the completion of the share
exchange agreement with Kilimanjaro, Lake Victoria entered into option
agreements with Geo Can. According to the terms of the option agreements the
Company was required to perform geological exploration of the optioned
properties and subsequently it contracted with Geo Can, to perform exploration
services on all of these properties. As of March 31, 2010, the Company owed
$700,523 to Geo Can for exploration services that it had provided primarily on
the Kalemela project licenses PL2747, 2910 and 3006; Geita project license
PL2806 and Kinyambwiga project license PL4653. The outstanding amounts are
non-interest bearing, unsecured and due on demand.
Since
November, 2009 the Company has used its wholly owned subsidiary Lake Victoria
Resources (T) Limited to perform all exploration and contracting within Tanzania.
Geo Can, a Tanzania corporation, was initially founded by three common directors
of the Company to identify prospective mineral properties in Tanzania. Through
time Geo Can had acquired a portfolio of prospective licenses. On May 4, 2009,
Kilimanjaro completed a Property Purchase Agreement with Geo Can. Under the
terms of the agreement Kilimanjaro acquired 100% interests of the mineral property
assets of Geo Can, which included 33 gold prospecting licenses and 13 uranium
licenses. Prior to the closing of the Property Purchase Agreement between Geo
Can and Kilimanjaro, Geo Can had entered into Option to Purchase Property agreements,
regarding some of its resource properties, with Lake Victoria. As of the execution
of the Property Purchase Agreement, May 5, 2009, Geo Can no longer had any interest
in those prior property agreements with Lake Victoria. Pursuant to the Property
Purchase Agreement, 24 PMLs which are part of the Kinyambwiga Project
and which are recorded in Mr. Magomas name and are to be transferred over
to the Company at a future date.
ITEM
14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.
(1) Audit Fees
The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-Ks or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years was:
2010
|
$
|
113,223
|
|
|
BehlerMick PS
|
|
2009
|
$
|
30,480
|
|
|
BehlerMick PS
|
|
(2) Audit-Related Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:
-107-
2010
|
$
|
0
|
|
|
BehlerMick PS
|
|
2009
|
$
|
0
|
|
|
BehlerMick PS
|
|
(3) Tax Fees
The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:
2010
|
$
|
0
|
|
|
BehlerMick PS
|
|
2009
|
$
|
0
|
|
|
BehlerMick PS
|
|
(4) All Other Fees
The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:
2010
|
$
|
0
|
|
|
BehlerMick PS
|
|
2009
|
$
|
0
|
|
|
BehlerMick PS
|
|
(5)
Our audit committees pre-approval policies and procedures described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.
(6)
The percentage of hours expended on the principal accountants engagement to
audit our financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountants
full time, permanent employees was 0%.
PART IV. OTHER INFORMATION
ITEM
15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.
The
following documents are included herein:
|
|
Incorporated
by reference
|
|
Exhibit
|
|
|
|
|
Filed
|
Number
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
2.1
|
Stock Exchange Agreement With
Kilimanjaro Mining Company, Inc. And Their Selling Shareholders.
|
10-Q
|
11/23/09
|
2.1
|
|
3.1
|
Articles of Incorporation.
|
SB-2
|
6/26/07
|
3.1
|
|
3.2
|
Bylaws.
|
SB-2
|
6/26/07
|
3.2
|
|
3.3
|
Memorandum And Articles Of Association Of Lake
Victoria Resources (T) Limited.
|
10-Q
|
11/23/09
|
3.1
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
6/26/07
|
4.1
|
|
10.1
|
License.
|
SB-2
|
6/26/07
|
4.1
|
|
10.2
|
Amendment to License Agreement,
dated June 3, 2008.
|
10-K
|
6/26/08
|
10.2
|
|
10.3
|
Option Agreement with Geo Can Resources Company
Limited.
|
10-K
|
7/14/09
|
10.3
|
|
10.4
|
Binding Letter Agreement with
Kilimanjaro Mining Company Inc.
|
10-K
|
7/14/09
|
10.4
|
|
10.5
|
Consulting Services Agreement With Stocks That
Move.
|
10-Q
|
11/23/09
|
10.1
|
|
10.6
|
Consulting Agreement With Robert
Lupo.
|
10-Q
|
2/22/10
|
10.1
|
|
10.7
|
Addendum to the Consulting Agreement with Robert
Lupo.
|
10-Q
|
2/22/10
|
10.2
|
|
10.8
|
Finders
Fee Agreement with Robert A. Young and The RAYA Group.
|
10-K
|
6/26/08
|
10.8
|
|
10.9
|
Termination of the
Consulting Agreement with Robert Lupo.
|
10-K
|
6/26/08
|
10.9
|
|
10.10
|
Consulting
Agreement with Clive Howard Matthew King.
|
10-K
|
6/26/08
|
10.10
|
|
14.1
|
Code of Ethics.
|
10-K
|
6/26/08
|
14.1
|
|
21.1
|
List
of Subsidiaries
|
|
|
|
X
|
31.1
|
Certification of Principal
Executive Officer pursuant Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
31.2
|
Certification of Principal Financial Officer pursuant Section 302
of the Sarbanes-Oxley Act of 2002.
|
|
|
|
X
|
-108-
-109-
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:
|
January 18, 2011
|
|
|
|
|
BY:
|
/s/ Ming Zhu
|
|
|
Ming Zhu
|
|
|
Chief Financial Officer
|
|
|
(Principal Accounting Officer and
Principal
|
|
|
Financial Officer)
|
|
|
|
|
Date:
|
January 18, 2011
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated:
Signature
|
|
Title
|
Date
|
/s/ David Kalenuik
|
|
|
|
David Kalenuik
|
|
President, Chief
Executive Officer and a member of the Board of Directors
|
January 18, 2011
|
|
|
|
|
/s/ Roger Newell
|
|
|
|
Roger Newell
|
|
Chairman of the board and
Director
|
January 18, 2011
|
|
|
|
|
/s/ Heidi Kalenuik
|
|
|
|
Heidi Kalenuik
|
|
Secretary, Treasurer and Director
|
January 18, 2011
|
|
|
|
|
/s/ Ahmed A. Magoma
|
|
|
|
Ahmed A. Magoma
|
|
Director
|
January 18, 2011
|
|
|
|
|
/s/ Ian A. Shaw
|
|
|
|
Ian A. Shaw
|
|
Director
|
January 18, 2011
|
-110-
EXHIBIT INDEX
-111-
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