16 Nov 2015listing compliance notice▼ BadMajor
Lake Victoria Mining Company, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 Apr 2012capital raising announcement▼ BadMajor
In April 2012 the company closed a private placement of 14,285,000 shares at $0.06 each for gross proceeds of $857,100. 2,000,000 shares went to one non-US subscriber and 12,285,000 to eight US accredited investors. Proceeds are meant for the ongoing work program on its mining projects, exploration for new projects and general working capital. The price is well below the $0.15 paid in the March 2011 placement (a comparison drawn from the earlier context), and the new shares dilute existing holders.
What it means for a shareholder
14.3m new shares at $0.060 to raise about $857,100. That's 13% dilution: every existing holder's slice gets 13% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0171% to 0.0149% of the company. To keep it you'd need 2,442 more shares - about $147 at the issue price.
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28 July 2011asset acquisition disposition▼ BadMajor
The four Otterburn option agreements were terminated on July 8, 2011, less than two months after closing; the filing does not say why or who ended them. On July 22, 2011 the company agreed to sell the 2,200,000 Otterburn shares it received to non-US private buyers at $0.10 per share (about $220,000, an inference from the filing's figures), with the sale on September 22, 2011. This reverses the May Otterburn deal.
26 May 2011asset acquisition disposition▲ GoodMajor
The Otterburn deals closed on May 20, 2011 after Otterburn finished its due diligence. Otterburn paid an initial US$412,423 and issued 2,200,000 of its shares to the company. This resolves the due diligence condition from the May 12 filing.
12 May 2011material agreement▲ GoodMajor
On May 6, 2011 the company agreed to let Otterburn Ventures earn up to 70% of four Tanzanian projects (Singida, North Mara, Kalemela, Geita) by spending on exploration (for example up to $1.57M on Geita and $4.5M on Singida for 51%), paying cash and issuing Otterburn shares. The company would keep 30% in a joint venture, and its Tanzanian subsidiary would do the exploration for a 12% management fee. The deal depended on Otterburn's due diligence by May 20, 2011, and Otterburn could end it at any time. The Kalemela option was one of the legacy property deals in earlier filings.
2 May 2011material agreement● NeutralMajor
On April 26, 2011 the company signed consulting agreements with David Kalenuik (CDN$10,000 a month) and Roger Newell (US$3,500 a month), and employment agreements with Heidi Kalenuik (CDN$102,000 a year) and new CFO Ming Zhu (CDN$90,000 a year). Both consultants get annual options (500,000 and 250,000 shares) after 12 months. It also moved its head office from Golden, Colorado to Vancouver, B.C. and signed purchase agreements on April 20, 2011 for 100% of prospecting licenses in Kiabakari Musoma and Handeni Tanga, Tanzania, with no prices given in the filing.
11 Mar 2011capital raising announcement● NeutralMajor
Effective March 7, 2011 the company sold 20,000,000 units at $0.15 for $3,000,000, each with a warrant to buy another share at $0.30 for six months. Proceeds are meant for its gold prospects work program, new project exploration and working capital. It also issued 145,833 shares at $0.24 to director Roger Newell to settle $35,000 of debt. This is a much larger raise than recent ones and at a lower price, so existing holders are diluted.
8 Oct 2010auditor change● Neutral
On September 30, 2010 the company dismissed its auditor BehlerMick PS by mutual agreement and on October 6, 2010 engaged Manning Elliott LLP. BehlerMick's reports for fiscal years ended March 31, 2009 and 2010 carried a going-concern warning but no other qualification, and the filing states there were no disagreements. The filing is signed by David Kalenuik as President and CEO, which shows a change from Roger Newell as president.
13 Sept 2010capital raising announcement● NeutralMajor
As of September 7, 2010 the company sold 4,790,700 units for $1,077,907.50, with each unit being one share plus two warrants (exercisable at $0.40 and $0.60 for 36 months from August 12, 2010). A sales commission of $23,415.75 goes to Dorn & Co., and two directors bought 300,000 of the units for $67,500. The price per unit is well below the $1.25 warrant price in earlier placements. That is a drop in the price investors paid.
1 Sept 2010business combination● NeutralMajor
This is a second amendment to the report on the August 7, 2009 Kilimanjaro share exchange. It restates the accounting so that Kilimanjaro's financials are treated as the continuing financials of the registrant, and it includes Kilimanjaro's June 30, 2009 figures (cash $395,925, total assets $649,973, six-month net loss $2,686,162 attributable to the parent). The deal terms are unchanged: 37,653,549 shares issued to 98 Kilimanjaro holders, 9,350,300 shares cancelled, and the Geo Can release. This partly answers the open thread on Kilimanjaro financials. The filing text is truncated, so it is unclear whether the audited and pro forma statements are included.
28 May 2010capital raising announcement▲ GoodMajor
The company sold 500,000 units for $100,000 to the Norris Charitable Remainder Unitrust of Arizona on May 19, 2010, and 2,000,000 units for $400,000 to the Robert H. and Shirley B. Norris Real Estate Trust on May 21, 2010. Each unit is one share plus a warrant to buy another share at $1.25, exercisable for 36 months from January 28, 2010. This continues the unit placement that began in 2009-10 at the same $0.20 per unit price and adds $500,000 of cash, with possible further dilution if the warrants are exercised.
17 May 2010material agreement● Neutral
On May 11, 2010 the company hired Clive Howard Matthew King as Senior Geological Consultant, at US$15,000 a month for an initial six months from May 1, 2010 (US$20,000 a month if extended 12 months). He also gets 100,000 restricted shares after six months and 300,000 options a year, the options only exercisable once shareholders approve them. The agreement renews automatically unless either side gives 30 days' notice.
24 Mar 2010capital raising announcement▲ Good
On March 17, 2010 president Roger Newell bought 500,000 restricted shares for $100,000 and received the right to buy 500,000 more at $1.25 per share. This is another insider purchase, following Heidi Kalenuik's in February.
9 Feb 2010capital raising announcement▲ Good
On February 8, 2010 director and officer Heidi Kalenuik bought 750,000 restricted shares for $150,000 and received the right to buy 750,000 more at $1.25 per share. This puts new money into the company from an insider.
5 Jan 2010capital raising announcement● NeutralMajor
By December 31, 2009 the company had sold 2,701,001 units (a share plus a warrant) for $1,620,600, and paid $45,900 in sales commissions to Dorn & Co. On December 31 it extended the Lupo consulting deal by 60 days with a 60-day probation, so share compensation is at the company's sole discretion. It also signed a consultant, Jack Everett, for $20,000 and 68,775 shares, and on January 4, 2010 a five-year finder's fee deal with The RAYA Group (10% of the first $10 million raised, 5% above). Roger Newell left the board of Capital Gold and joined Midway Gold's board.
8 Dec 2009material agreement● Neutral
On December 3, 2009 the company hired Robert Lupo and/or assignees for public relations and advisory services on a one-year term, with 300,000 restricted shares to be issued within 30 days. Either side can end it on 30 days' notice under certain conditions.
19 Nov 2009capital raising announcement● Neutral
This amendment corrects the November 6, 2009 filing: the shares issued for services were 1,906,250, not 1,876,250. The Reg. S portion (456,250) and the 1,450,000 other shares are unchanged, so the sum shown only works out to the corrected figure by the filing's own numbers.
10 Nov 2009capital raising announcement● Neutral
On November 6, 2009 the company issued 1,876,250 restricted shares to three persons or entities as payment for services. This adds to the share count without bringing in cash.
17 Aug 2009business combination▲ GoodMajor
The Kilimanjaro deal closed on August 7, 2009: the company issued 37,653,549 restricted shares to 98 Kilimanjaro holders for 100% of Kilimanjaro, now a wholly owned subsidiary. Geo Can released all option payments owed under its property agreements, and Kilimanjaro handed back 9,350,300 company shares for cancellation. Former officers Lennox and Gamache also returned 1,000,000 shares for cancellation on August 17. Heidi Kalenuik's stake after the deal is listed at 15,436,000 shares (23.32%) and officers and directors as a group at 24.83%. Audited financial statements of Kilimanjaro are promised by October 21, 2009.
14 July 2009material agreement● NeutralMajor
On July 8, 2009 the company signed the definitive share exchange to buy all of Kilimanjaro Mining Company for up to 37,653,549 restricted shares, with closing scheduled for July 23, 2009. Kilimanjaro holds 33 gold prospect licenses and would become a subsidiary. This firms up the June letter agreement.
4 June 2009material agreement● NeutralMajor
On June 1, 2009 the company signed a binding letter agreement to acquire up to 100% of Kilimanjaro Mining Company through a share exchange, with a final agreement due by July 1, 2009. Kilimanjaro says it has taken over Geo Can's mineral properties, so the company's Geo Can option deals would fold into this deal. Kilimanjaro would return 9,350,300 of the company's shares for cancellation and unissued Geo Can shares would be forgiven; the exchange ratio runs from 1.0 to 2.0 company shares per Kilimanjaro share depending on how much of a $2 million private placement Kilimanjaro raises.
21 Apr 2009capital raising announcement● Neutral
On April 15, 2009 the board approved pay for officers and directors: options on restricted shares at $0.45 each (600,000 for Roger Newell and 480,000 for Heidi Kalenuik as officers, with further director options), small share issues of 10,000 to 25,000 shares each, and $3,000 per quarter for directors Magoma and Ashby. The options still need written agreements with vesting periods.
8 Apr 2009material agreement● NeutralMajor
On April 2, 2009 the company signed an option with Geo Can Resources to earn 80% of the Kinyambwiga Gold Project (license PL4653, 30.89 sq km). It must pay cash, issue restricted shares and set up a commercial gold mine of at least 100 tons per day within 15 months; the filing gives no payment amounts.
27 Jan 2009material agreement● Neutral
On January 21, 2009 the company signed an option with Geo Can Resources to earn 50% of the Geita Gold Project (license PL2806, 43.77 sq km), with options to reach up to 75%. It must make cash payments, issue shares and meet first-year minimum exploration spending, but the filing gives no amounts. This is the third Geo Can property deal.
24 Dec 2008material agreement● Neutral
On December 22, 2008 the company signed a second option deal with Geo Can Resources, for a 90% interest in an option Geo Can holds with State Mining Corporation over two Tanzanian licenses (PL 4339/2006 and PL 2576/2004). The filing gives no dollar amounts, saying only that the company must issue shares, pay money and expenses, and do assessment work, and that a net smelter royalty applies.
24 Nov 2008capital raising announcement● NeutralMajor
The company signed an option with Geo Can Resources on November 18, 2008 to earn 60% of certain Tanzanian prospecting licenses, in exchange for US$250,000 cash, 1,500,000 shares and US$1,200,000 of exploration spending over three years, plus a 2% net smelter royalty on any production. It also reported share sales with warrants, including 4,000,000 shares for $1,000,000 and 375,000 shares for $150,000, plus two $50,000 sales of 125,000 shares each. The address has moved to Golden, Colorado and Roger Newell now signs as President, which differs from David Gamache's earlier role (leadership change not explained in the filing).
9 June 2008material agreement▼ BadMajor
On June 3, 2008 the company agreed a fourth amendment to its option deal with Uyowa Gold Mining and Exploration for the Kalemela East license. The filing says the company had not met the terms of the original agreement or the first three amendments. The new terms push the payment deadline to August 31, 2008, raise the payment from $20,000 to $75,000, cut the option from a 100% to an 80% interest, and require $1,600,000 of exploration over 48 months.
29 May 2008capital raising announcement● Neutral
The company sold 12,500,000 restricted shares at $0.02 per share (about $250,000 gross, computed from the filing's figures) to non-US buyers in a private placement completed May 28, 2008. Proceeds are for working capital, and the company promised to register these shares with an S-1 within 120 days. This adds new shares, diluting existing holders.