Lake Victoria Mining Company, Inc.

Lake Victoria Mining Company, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

capital raising announcement

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

capital raising announcement

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.

capital raising announcement

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.

business combination

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.

capital raising announcement

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.

capital raising announcement

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.

business combination

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.

material agreement

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.

material agreement

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.

material agreement

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).

capital raising announcement

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.

material agreement