UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2013

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number 000-53291

LAKE VICTORIA MINING COMPANY, INC.
(Exact name of registrant as specified in its charter)

Nevada 51-0628651
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

Suite 810 – 675 West Hastings Street
Vancouver, British Columbia, Canada V6B 1N2
(Address of principal executive offices, including zip code)

604.248.5750
(telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class Name of each Exchange on which registered
Nil N/A

Securities registered pursuant to Section 12(g) of the Act

Common Stock, par value $0.00001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [   ]      NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:
YES [   ]      NO [X]

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.
YES [X]      NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [X]     NO [   ]


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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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.

Large Accelerated Filer [   ] Accelerated Filer [   ]
Non-accelerated Filer [   ] Smaller Reporting Company [X]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES [   ]      NO [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $7,394,479 based on a price of $0.08 per share, being the average bid and asking price of the registrant’s common stock as quoted on the OTC Bulletin Board on September 30, 2012.

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date 114,554,067 shares of common stock as of June 27, 2013.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable


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TABLE OF CONTENTS

    Page
     
  PART I 5
Item 1. Business. 5
Item 1A. Risk Factors. 7
Item 1B. Unresolved Staff Comments 11
Item 2. Properties. 11
Item 3. Legal Proceedings. 50
Item 4. Mine Safety Disclosures. 50
     
  PART II 50
Item 5. Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities. 50
Item 6. Selected Financial Data. 51
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation. 51
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 58
Item 8. Financial Statements and Supplementary Data. 58
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 59
Item 9A. Controls and Procedures. 59
Item 9B. Other Information. 60
     
  PART III 60
Item 10. Directors and Executive Officers and Corporate Governance. 60
Item 11. Executive Compensation. 64
Item 12. Security Ownership of Certain Beneficial Owners and Management. 67
Item 13. Certain Relationships and Related Transactions, and Director Independence. 70
Item 14. Principal Accounting Fees and Services. 72
     
  PART IV 74
Item 15. Exhibits and Financial Statement Schedules. 74


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PART I

Forward Looking Statements

This annual report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

  • risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;

  • risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;

  • mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

  • the potential for delays in exploration activities;

  • risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;

  • risks related to commodity price fluctuations;

  • the uncertainty of profitability based upon our limited history;

  • risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration projects;

  • risks related to environmental regulation and liability;

  • risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;

  • risks related to tax assessments;

  • political and regulatory risks associated with mining development and exploration; and

  • other risks and uncertainties related to our mineral property and business strategy.

This is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to have these statements conform to actual results.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.


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As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Lake Victoria” mean Lake Victoria Mining Company, Inc., and our wholly owned subsidiaries Kilimanjaro Mining Company Inc., Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd and Jin 197 Company Tanzania Ltd, unless otherwise indicated.

ITEM 1.                     BUSINESS.

General

We are an exploration stage corporation focused on acquiring, exploring and developing gold deposits in Tanzania, East Africa. We hold 7 prospective gold projects, consisting of 15 Prospecting Licenses (PLs) and 71 Primary Mining Licenses (PMLs) and 4 uranium projects consisting of 6 Prospecting Licenses ( Table 1 & 2 ), within our Tanzania property portfolio, covering approximately 1,512.26 square kilometers (373,687acres).

During the course of the year from 1 st April 2012 to 31 st March 2013, we have relinquished 14 Gold and 1 Uranium Prospecting Licenses. Our main area of interest is acquiring, exploring and evaluating mineral properties through our ongoing exploration program. Following exploration, we intend to either advance them to a commercially feasible mining stage, enter joint ventures to further develop these properties, sell or dispose of them if the properties do not meet our requirements. Our properties are all early stage exploration properties. Within our mineral exploration land in Tanzania our focus is primarily on gold, although our portfolio also contains uranium prospects.

Since inception we have had no revenues and 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 with an economic feasibility study or production is initiated.

Assuming funding is available, we plan to develop and conduct small-scale gold mining on selected mineral properties within certain areas that are currently contained within our primary mining licenses. The production decision or significant development on these projects will not be based on mineral reserves supported by an NI43-101 compliant technical report. We plan to secure Mining Licenses for each of these potential mining areas.

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.

We have no revenues, we have incurred losses since inception and we have relied upon the sale of our securities to fund operations. To date, we have not discovered a commercially viable ore body, mineral deposit or mineral reserve on any of our properties and we will be unable to do so until further exploration is completed and a comprehensive evaluation is concluded with an economic study and a formal feasibility study.

We maintain our registered agent’s 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 Suite 810 – 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2, Canada. Our telephone number is 604.248.5750.

Recent Corporate Developments

During the fiscal year ended on March 31st, 2013, we experienced the following significant corporate developments:

  1.

On January 9, 2013, the Company entered into a contracting agreement with Camlaren Mine Development (“Camlaren”) to manage our mining projects. The agreement is valid for two years and may be renewed for another four years. Camlaren recently completed an initial visit and an on-site review of the Kinyambwiga property in northern Tanzania.

     
  2.

In September 2012, the Company offered a total of up to 120 royalty units to raise a gross amount of $3,000,000 for a small scale mining operation on the Kinyambwiga property. Each unit will entitle investors to receive ½ of 1 percent (1%) of the net proceeds of production from the small scale mining operation at Kinyambwiga. Up to 60% of the net proceeds of gold production are offered to investors. As of March 31, 2013 the Company received subscription payments of $925,000 for 37 units.

     
  3.

At Kahama South, we commenced a ground magnetic survey and a geologic mapping program of the 245 square kilometer project.

     
  4.

In July 2012, the Company received results from the recent core drilling program at the Kiabakari East project in northeastern Tanzania. The four core hole drill program, completed in June 2012, totaled 648.72 meters and was the Company’s first drilling on this project. Final drill hole locations were determined by detailed geologic mapping, geophysical surveying and trench sampling. Drilling was focused on BIF Hill where previous trenching activity returned significant gold grades within Banded Iron Formation rocks. The drill holes were located on the south side of BIF Hill and were spaced 40 meters apart on N-S drill fences. The holes, drilled due north at angles of -50 and -55 degrees below the horizontal, were designed to test the grade and to define the geometry of the gold mineralization.



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  5.

Effective March 01, 2013, we appointed Mr. David Ralph Webb as a director of our company. Mr. Webb is a registered Professional Geologist and has spent the past 25 years as president of DRW Geological Consultants Ltd. providing technical and operating services to companies in the mining exploration, development and production industry. In this capacity he served as a director and president to three different mining companies and provided consulting services to dozens of other mid-tier and junior companies, most recently having been a director and president of Tyhee Gold Corp.

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 The Mining (Mineral Rights) Regulations, 2010 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, those 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 an initial period of four years. Thereafter, the license is renewable for two further periods of three and two years consecutively. On each renewal of a prospecting license, 50 percent of the area covered by the license must be relinquished. The maximum initial area for a prospecting license is 300 square kilometers. 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 4-3-2-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 or a primary mining license, all three 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 the estimated life of the ore body or such period as the applicant may request whichever period is shorter. 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 transferred 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:


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  1.

Health and Safety

     
  2.

Archaeological Sites

     
  3.

Exploration Access

Subsidiaries

We have four wholly owned subsidiaries. Kilimanjaro Mining Company Inc., a US corporation, Lake Victoria Resources (T) Limited, Chrysos 197 Company Tanzania Ltd and Jin 179 Company Tanzania Ltd. which are Tanzanian corporations.

Employees

We have eight full-time employees. On April 26, 2011, we entered into employment and contract agreements with our officers and directors. Our president David Kalenuik and secretary Heidi Kalenuik agreed to handle our administrative duties. See “Item 11. Executive Compensation – Employment Agreements”, below.

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 we do provide any necessary on the job training to accomplish our exploration objectives.

ITEM 1A.                 RISK FACTORS.

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.

Risks Associated with Mining

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 ) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission’s Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any ‘reserve’ and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.


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The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

Our business activities are conducted in Tanzania.

Our mineral exploration activities in Tanzania may be affected in varying degrees by political stability and government regulations relating to the mining industry and foreign investment in that country. The government of Tanzania may institute regulatory policies that adversely affect the exploration and development of properties. Any changes in regulations or shifts in political conditions in this country are beyond our control and may adversely affect our business. Investors should assess the political and regulatory risks related to our foreign country investments. Our operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine safety.

We may not have clear title to our properties.

Acquisition of title to mineral properties is a very detailed and time-consuming process, and titles to our properties may be affected by prior unregistered agreements or transfers, or undetected defects. Several of our prospecting licenses are currently subject to renewal by the Ministry of Energy and Minerals of Tanzania. As a result, there is a risk that we may not have clear title to all our mineral property interests, or they may be subject to challenge or impugned in the future. We have exploration licenses. We do not have a license to mine any minerals or reserves whatsoever commercially 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 one or more mining licenses.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our company.


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Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of precious and base metals such as gold, silver and copper. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

If our costs of exploration are greater than anticipated, then we may not be able to complete the exploration program for our Tanzanian properties without additional financing, of which there is no assurance that we would be able to obtain.

We are proceeding with the initial stages of exploration on our Tanzanian properties. We are carrying out an exploration program that has been recommended by a consulting geologist. This exploration program outlines a budget for completion of the recommended exploration program. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the exploration season, unanticipated problems in completing the exploration program and delays experienced in completing the exploration program. Increases in exploration costs could result in our not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stage of exploration of our mineral property, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of gold, silver or other valuable minerals on our Tanzanian properties.

The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold, silver or other valuable minerals in our mineral property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because our executive officers have limited experience in mineral exploration and do not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.


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Our executive officers have limited experience in mineral exploration and do not have formal training as geologists or in the technical aspects of management of a mineral resource exploration company. As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral property. With no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working within this industry. Our decisions and choices may not take into account standard engineering or managerial approaches mineral resource exploration companies commonly use. Consequently, the lack of training and experience of our management in this industry could result in management making decisions that could result in a reduced likelihood of our being able to locate commercially exploitable reserves on our mineral property with the result that we would not be able to achieve revenues or raise further financing to continue exploration activities. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry out our planned exploration program. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 250,000,000 shares of common stock with a par value of $0.00001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will reduce the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mineral exploration companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.


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Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of identifying, acquiring, exploring and developing commercial reserves of primarily gold and potentially uranium. Our properties are in the exploration stage only and are without known reserves of gold and/or uranium. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold and/or uranium, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Risks Related to Our Company

Our by-laws contain provisions indemnifying our officers and directors.

Our by-laws provide the indemnification of our directors and officers to the fullest extent legally permissible under the Nevada corporate law against all expenses, liability and loss reasonably incurred or suffered by them in connection with any action, suit or proceeding. Furthermore, our by-laws provide that our board of directors may cause our company to purchase and maintain insurance for our directors and officers, and we have implemented director and officer insurance coverage.

Because most of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.

Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

ITEM 1B.                 UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2.                     PROPERTIES.

Executive Offices

As of the date of this report, our executive offices are located at Suite 810, 675 West Hastings Street, Vancouver, British Columbia V6B 1N2, Canada.

Mineral Properties

Acquisition of Primary Mining Licenses in Singida, Tanzania

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 February 7, 2011, this director has entered into Mineral Properties Sales and Purchase agreements and addendums with various PML owners to acquire PMLs in the Singida area. As of March 31, 2013, the Company has a 100 percent ownership of 23 PMLs and 20 PMLs with net smelter production royalty payments.


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In May 2011, the Company entered into joint venture agreement and service agreement with Otterburn. The Company received option payment of $300,770 in cash and 1,100,000 common shares of Otterburn which were sold to unrelated parties at a price of CAD$0.10 per share. The Company received exploration cost reimbursements from Otterburn of $1,137,226. In July, 2011, Otterburn terminated the agreements.

As of March 31, 2013, under the terms of the mineral properties sales and purchase agreements the Company has completed option payments in the amount of $2,058,322. On February 8, 2013, the Company issued a notice of the final buyout payment of 20 PMLs to the Singida PMLs owners. The payment will be made in a form of a 2% Net Smelter Production royalty. The Company also agreed to increase the royalty by 1% to 3% if commercial production is delayed beyond March 2015.

Acquisition of Primary Mining Licenses in Uyowa, Tanzania

On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses within the northern most prospecting license of the seven comprising the Uyowa Gold project. The total consideration is of $490,000, of which $40,000 was paid in 2012 and $50,000 paid in fiscal year 2013.

Licenses

The following two tables are complete lists of each gold and uranium prospecting license that we own by project name, license number, the area of location, district of its location and the size in square kilometers. We own no prospecting property other than the following licenses listed on these two charts. There are no known reserves on these properties and any proposed programs by us are exploratory in nature.

Table 1: Gold Projects and License List

Project License No Area District Size
(SqKm)
Ownership
MUSOMA BUNDA          
                   Murangi PL 4511/2007 Masinono Musoma 25.82 Owned
                   Suguti PL 3966/2006 Suguti Musoma 20.00 Owned
                   Kinyambwiga PL 4653/2007 Kinyambwiga Musoma 13.47 Owned
                   Kinyambwiga -24 PMLs   Kinyambwiga Musoma (2) Owned
        59.29  
SINGIDA          
                   23 PMLs   Singida - Londoni Singida (3.27) Owned
                   20 PMLs   Singida - Londoni Singida (1.91) Optioned
           
BUHEMBA          
  PL7142/2011 Buhemba Kiabakari 14.94 Owned
  HQ-P23869 Buhemba Majimoto 19.19 In Process
        34.13  
UYOWA          
  PL 4531/2007 Uyowa Urambo 47.33 Owned
                   Will expire on May 2013 PL7245/2011 Uyowa Urambo 199.04 Owned
    Kisimani River and      
  PL 4749/2007   Urambo 17.03 Owned
    Iseramigas      
  PL 5153/2008 Uyowa Uyowa 65.07 Owned
  4 PMLs Uyowa Uyowa (0.34) Optioned
        328.47  


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HANDENI          
  PL7148/2011 Manga Handeni 12.03 Owned
        12.03  
KAHAMA          
  PL6437/2011 Kahama South Kahama 183.05 Owned
        183.05  
NORTH MARA          
Tarime PL 4882/2007 Tarime Nyagisa/Tarime 30.79 Owned
Tarime PL 4873/2007 Tarime Tarime 19.91 Owned
Tarime PL 4225/2007 Kiagata Musoma 21.17 Owned
Kubaisi Kiserya PL 4833/2007 Kiterere Hills Tarime & Serengeti 19.91 Owned
        274.83  
15 Prospecting Licenses (PLs) - Total SqKm       708.75  
71 Primary Mining Licenses (PMLs)- Total SqKm       7.52  

Table 2.Uranium Projects and License List

Project License No Area District Size
(SqKm)
Ownership
MBINGA      
  PL6509/2010 Litembo Mbinga 199.97          Owned
        199.97  
KIWIRA          
           
  PL4651/2007 Makete Makete & Kyela 86.11          Owned
  PL4514/2007 Kyela Kyela 69.44          Owned
        155.55
NJOMBE      
  PL6526/2010 Njombe Makete 199.13          Owned
        199.13
LAKE RUKWA      
  PL6519/2010 Chunya Mbeya 199.02          Owned
        199.02
5 Prospecting Licenses - Total (Sqkm)       753.67


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Uranium Projects and License List

Prospective Projects and Properties

The following map is a gold project location map (Map 1). For a detailed listing see Licenses – Gold Projects and License List

Map 1: Gold Project Location Map, March 2013

The following map is a uranium project location map (Map 2). The “red” 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 Licenses – Uranium Projects and License List


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Map 2: Uranium Location Map, March 2013

Gold Projects

The following is a brief overview of our portfolio of prospective mineral properties, the exploration developments on them where applicable and some of the details of the historical option agreements for them. During the fiscal year ended March 31, 2013, our exploration work was primarily concentrated on the Kinyambwiga, Kiabakari East and Uyowa gold projects.

Musoma Bunda Murangi Gold Project

The Musoma Bunda Murangi Project comprises of 3 Prospecting licences covering 59.29 square kilometers and 24 PMLs totaling 2 square kilometers.

Minor exploration has been undertaken on the Kinyambwiga licence (PL 4653/2007) during this period. However, no exploration was conducted on Suguti (PL PL3966/2006 ) and Murangi (PL4511/2007) projects.

Exploration Strategy

The Kinyambwiga licence has been reduced from 30.90 square kilometers to 15.45 square kilometers as part of the required Government relinquishment of 50 percent of the ground holdings on licence renewal. The southern part of the licence area, largely covered by black cotton soil and underlain by granitic rocks with no known artisanal workings, has been relinquished. The northern part of the licence is host to the Kunanga 1 to 3 artisanal mine sites. The relinquished area is currently under application on account of a soil anomaly in the NE corner of the licence.

The new artisanal mining site, located 1 kilometer along strike to the east of Kunanga 2, appears to have been abandoned with the artisanal miners moving to Kanunga 3 in the northern part of the licence.

The Kunanga 1 Prospect has been earmarked for small scale mining operations that will proceed once necessary funding and the issuing of a Mining Licence has been achieved. Currently, a scoping study involving metallurgical test work, mine planning and scheduling together with financial evaluations have been undertaken on the prospect. A total capital investment of US$3M has been targeted for the project.


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Metallurgical Test work

Metallurgical test work has been completed by Peacock and Simpson, Zimbabawe and later by Met-Solve Laboratories, Canada in order to determine the percentages of gravity recoverable gold (free gold), flotation and cyanide leachable gold.

A 105 kilogram sample of the quartz vein at Kunanga 1 was collected from 3 working artisanal shafts ( Table 3) that varied from 14 meters to 44 meters in depth. Samples of quartz with disseminated pyrite and minor visible gold were collected from the working face and vary in size from +10 centimeters to small chippings. An equal portion of sample was collected from each shaft, composited, split and then packed, of which 50 kilograms were shipped to Peacock and Simpson and the remaining 55 kilograms was later sent to Met-Solve Laboratories.

Table 3: Location and depth of artisanal shafts at the Kunanga 1 Prospect

. Shaft ID Easting Northing Elevation Status Depth(m)
KNSH001 581135 9776874 1191 Active 17.5
KNSH002 581147 9776878 1190 Active 15
KNSH003 581148 9776880 1190 Active 25
KNSH004 581158 9776884 1189 Active 31
KNSH005 581167 9776884 1188 Dormant 9.6
KNSH006 581177 9776884 1189 Dormant 8.6
KNSH007 581189 9776878 1190 Dormant 7.3
KNSH008 581197 9776892 1191 Dormant 8
KNSH009 581205 9776896 1191 Active 18.3
KNSH010 581246 9776914 1190 Dormant 5.1
KNSH011 581290 9776944 1193 Dormant 9.3
KNSH012 581320 9776922 1191 Active 17
KNSH013 581324 9776924 1191 Active 15.2
KNSH014 581339 9776938 1192 Active 3.2
KNSH015 581353 9776950 1190 Active 11
KNSH016 581355 9776948 1191 Active 22
KNSH017 581358 9776948 1192 Active 20
KNSH018 581364 9776958 1191 Active 12
KNSH019 581368 9776950 1192 Dormant 20
KNSH020 581377 9776954 1191 Active 44
KNSH021 581386 9776958 1191 Dormant 15.4
KNSH022 581390 9776958 1191 Active 17
KNSH023 581382 9776964 1192 Active 14.6
KNSH024 581382 9776968 1192 Dormant 15
KNSH025 581387 9776976 1192 Active 6

Sampled Shafts for Metallurgical test work

The following basic tests were applied:

  • Determination of gravity recoverable gold
  • Determination of gravity recoverable gold + flotation using 2 different flotation reagents.
  • Determination of gold from cyanide leach over time

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Slight differences in the methodology conducted by each of the Labs were reported but overall results are comparable.

Results

1.     Peacock and Simpson

The bulk rock sample, assaying 7.24 grams per tonne, was crushed to 100 percent passing minus 1.0 millimeter size and then transferred to a Knelson concentrator; this early stage liberation test yielded a 24.2 percent gold recovery.

Fine grinding of the rock material to a size of 80 percent minus 0.075 millimeters and then transferring the material to a Knelson concentrator yielded a 54.5 percent gold recovery.

Agitated leaching of the gravity tails for a 24 hour period resulted in a gold recovery of 84.1 percent.

The overall, gold recovery from Fine Grinding with Knelson Concentration and Agitated Leaching totalled 92.7 percent.

Additional flotation tests were also carried out using:

  i.

Gravity tails after impact crushing to minus 1millimeter having a head grade of 5.52g/t gold

  ii.

Gravity tails after milling to 80 percent passing 75 microns having a head grade of 3.37g/t gold

A single stage flotation test was undertaken using a Denver D12 Laboratory flotation machine under the flowing conditions of CuSO 4 , SIBX (Sodium isobutyl Xanthate) and Dowfroth conditioning. Results indicate:

  i.

Gold recovery of 18.7 percent of float feed (minus 1 millimeter)

  ii.

Gold recovery of 58.3 percent of float feed (80 percent passing 76 microns)

A 2 nd flotation test was carried out on gravity tails of which 80 percent passing 75 micron assaying 3.30g/t gold under different chemical conditions of CuSO 4 , PAX (Potassium amyl Xanthate) and Dowfroth conditioning.

Results indicate an improved gold recovery of 64.4 percent of the float feed.

Total recoveries, including gravity recoverable gold is summarised:

  • Gravity + CIL (leaching) = 92.7 percent recovery
  • Gravity + SIBX flotation = 81.0 percent recovery
  • Gravity + PAX flotation = 83.8 percent recovery

A Bond Index (BWi) of 19.48 was established for the sample.

2.     Met-Solve Laboratories

The bulk rock sample, assaying 9.80 grams per tonne, was crushed to 100 percent passing minus 0.071 millimeter size and then processed through the Falcon L40 concentrator 3 times and yielded a gold recovery of 60.6 percent.

Two flotation tests were carried out on the gravity tails using Copper sulphate + potassium amyl Xanthate (PAX) and Methyl isobutyl Carbinol + sodium silicate (MIBC). Gold recoveries of 59.5 percent and 61.5 percent respectively were obtained. The sodium silicate did not assist in improving gold recoveries. Overall gravity + flotation returned recoveries of 85.2 percent and 85.6 percent respectively.

The flotation concentrates as well as a sub-sample of the gravity tails were subjected to cyanide leach tests for 48 hours with aliquots being collected at 1, 6 and 24 hours. Gold recoveries on the flotation concentrate were between 94.2 percent to 94.7 percent within 3 hours whereas only 88.5 percent was obtained from the gravity tails with most of the gold being recovered within a 24 hour period, This represents an overall recovery (gravity + flotation + leaching) of 84.0 percent and 84.2 percent respectively for each of the reagents used whereas the overall gravity + cyanide leach (by-passing the flotation ) achieved an overall gold recover of 95.6 percent. Results are summarised in Table 4.


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Table 4: Summary of results

    Peacock & Simpson Met-solve (Head grade
    (Head grade 7.24 g/t Au) 9.80 g/t Au)
      Tail   Tail
    Gold Grade Gold Grade
Test type Head grade 9.80 g/t Au Recover (%)   (G/t Au)   Recover (%)   (G/t Au)
Gravity (grind size-<1 millimetre)   24.2 5.51 - -
Gravity (grind size -0.071 millimetres)   54.5 2.53 60.6 3.82
  Reagent 1: CuSO4 + Potassium amyl xanthate        
Gravity + Flotation (PAX) 83.8 1.17 85.2 1.41
  Reagent 2: CuSO4 + Sodium isobuty lXanthate        
  (SIBX) 81 1.38 - -
  Reagent 3: Methyl Isobutyl Carbinol (MIBC) - - 85.6 1.39
Gravity + CIL on gravity tails*   92.7 0.51 95.5 0.46
Gravity + Flotation + CIL on Float Cons (Reagent 1)   - - 84 1.41
Gravity + Flotation + CIL on Float Cons (Reagent 3)   - - 84.2 1.39
           
*Residence time 24 hours  

Mine Planning

The Kunanga 1 Prospect comprises of a small gold target that has been estimated from 40 meter spaced reverse circulation drill sections and trenches to contain a conceptual taget of between 600,000 and 1,000,000 tonnes of economically significant mineralization at grades between 1.50 and 2.00 gpt in the three vein structures at Kanunga 1 on the Kinyambwiga property within the first 150 and 200 meters of surface. Continuity of the narrow quartz veins appears to extend for a strike length of some 500 meters.

It is currently proposed to mine the mineralization by open pit mining methods using an excavator and trucks to transport the ore to an onsite processing plant. A vertical test pit to a depth of 8 meters was excavated in granitic saprolite (host rock) at site using a Caterpillar 320 excavator in a relatively short time of 3 hours. The results of the test pit proved good retaining rock wall strength, ease of excavation and the lack of ground water.

Based on these results, a pit slope of 55 degrees was modeled for the open pit to a depth of 40 meters ( Map 3) . The proposed site plan showing location of pit, waste dumps and processing plant is shown in Map 4.

The Mining and Mill plan is designed for processing 300 tonnes per day ( Chart 1 ).


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Map 3 : Oblique view of the conceptual open pit on the Kunanga conceptual resource looking from the SW towards the NE along strike of the gold enriched quartz vein.

Map 4 :SitePlan

 


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Chart 1: Flow sheet diagram showing the conceptual processing plant

 

Environmental Impact Study

In order to apply for a Mining Licence over the 24 PMLs that in part overlie the Kunanga 1 Prospect, an Environmental Impact Assessment (EIA) study must first be carried out and an EIA Certificate obtained.

TANSHEQ, an established and experienced Tanzanian consulting firm specializing in Environmental Management, has been awarded the contract to complete the Environmental Impact Assessment study for the Kanunga 1 Prospect. Field studies were undertaken at the end of 2012 and a draft report including a Scoping report, a baseline study and the EIA report, has been submitted to the National Environment Management Council (NEMC), which is the Government body responsible for issuing the EIA certificate by the Minister responsible for Environment. A site visit by a team of NEMC officials is expected to be undertaken during May 2013 and once this site visit has taken place, the final EIA report will be prepared by TANSHEQ and then the report will be submitted for approval by the Ministry of Environment.

In the meantime, the Company has embarked on an awareness campaign with the Ministry of Mines, Environment, Lands and Water affairs as well as with the local inhabitants of the area who would be affected by the planned mining activities. To date many meetings have been held with local District representatives together with the village council and village inhabitants; all are in favour of the planned project.

Concurrently, an application to acquire an additional 15 PMLs, adjoining and covering the area immediately to the south and north of the current PML boundary has been submitted. An application to amalgamate all 39 PMLs into one mining licence is part of the current process ( Map 5 ).


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Map 5: Plan showing the 24 PMLs plus 15 additional PMLs to be amalgamated into a single licence

Future work

The completion of the EIA report and awarding of the Mining Licence is of top priority. Only once this licence has been obtained, can the Company finalize its decision on whether to proceed with the current or a revised mine plan.

The prospective area to the east of the Kunanga 1 Prospect Exploration and referred to as the Kunanga School Anomaly requires follow-up investigation.

The anomalous stone layer as encountered from previous RAB drilling during 2009 as well as the soil anomaly over the school requires further investigation. A number of auger drill traverses are planned to test the strike towards the SW where a number of anomalous soil samples have been indicated (Map 6 ). Since this area was previously relinquished as part of the Government requirement to reduce the PL area by 50 percent,, an application to renew the area of “shed-off” is pending approval by the Ministry of Mines.


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Map 6: Kanunga 1 East and School soil anomalies

Suguti (PL3966/2006)
No exploration work has been undertaken on the Suguti licence during the course of the year.

Future Exploration

Since the northern part of the Suguti Licence has been relinquished as part of the Government requirement to reduce the PL by 50 percent, the area of “shed-off” must first be re-instated prior to commencing any further exploration. Should the area be awarded to the Company, further exploration will be focused mainly at Targets 1 and 3 across the known soil anomalies (Map 7). Infill soil sampling, including Auger drilling over mbuga covered areas, has been undertaken along 200 meter N-S traverse lines on 10 meter sample intervals in order to define the present soil anomalies. To date 157 samples including 84 auger drill samples, have been collected and are pending submission to SGS laboratories Mwanza. Results will determine whether a trenching programme is warranted across the targets.

Additional auger drill sampling is planned to be undertaken on the 200 ppb gold anomaly as well as the strike extensions of Zones 1,2 and 3 of Target 1 where no sampling has yet been undertaken ( Map 7 ).


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Map 7: Current state of exploration on the Suguti Licence showing present coverage of Auger drill and soil sampling across 3 target areas.

Murangi(PL4511/2007)

The southern part of the Murangi Licence has been relinquished as part of the Government requirement to reduce the PL by 50 percent; the area of “shed-off” (Map 8). No exploration has been undertaken during the year.

Future Exploration

Should the licence be retained, exploration will be focused primarily on 5 ground magnetic targets ( Map 8 ) in which the following work is to be undertaken:
       i. Mapping of the target areas on 1:2000 scale
      ii. Gradient IP survey across the entire license
     iii Auger drilling, with the Company’s recently purchased Auger Rig, across each of the Ground magnetic and IP Targets to soil sample beneath the “mbuga” cover.


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Map 8: Target generation map of the northern part of the Murangi PL4511/2007 based on ground magnetic interpretation. The Block, outlined in purple and representing 50 percent of the original licence, has been relinquished.

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 February 7, 2011, this director has entered into Mineral Properties Sales and Purchase agreements and addendums with various PML owners to acquire PMLs in the Singida area. As of March 31, 2013, the Company has 100% acquired 23 PMLs and 20 PMLs with net smelter production royalty payments. These PMLs have been 100 percent acquired by this director on behalf of the Company. As of March 31, 2013, under the terms of the mineral properties sales and purchase agreements we have completed option payments in the amount of $2,058,322. On February 8, 2013, we issued a notice of the final buyout payment of 20 PMLs to the Singida PMLs owners. The payment will be made in a form of a 2% Net Smelter Production royalty. The Company also agreed to increase the royalty by 1% to 3% if commercial production is delayed beyond March 2015.

We commenced a Phase 2 Reverse Circulation drilling program in March 2011, centered at the Sambaru 2, 3, 4 and 5 Prospects as well as exploring a number of exploration targets within the Singida-Londoni northwest trending shear zone at Sambaru 5 and between Sambaru 3 and Sambaru 4 in which 92 boreholes, totaling 9,023 meters have been drilled. All boreholes, collared along northeast trending drill fences, are inclined at -50 degrees to -65 degrees either to the northeast or to the southwest. Total meters drilled in both Phase 1 (August 2010) and Phase 2 drill programmes amounts to 15,536 meters (Map 9).

No exploration has been undertaken between March 2012 and 31 st March 2013


25

Map 9: Plan of the Sambaru Prospects showing main gold intersections

Future exploration

An evaluation of the Reverse Circulation drill results for both Phase 1 and 2 programs undertaken during 2010 and 2011 has shown that gold mineralization at the Singida-Londoni project consists of narrow, medium to low grade and often discontinuous lenses. The shear structures hosting the gold-rich zones typically “pinch and swell” along strike, which in places, has resulted in larger pods of limited size as at Sambaru 3 and Sambaru 4 which indicates that the gold deposits have limited potential to be developed into a major ore resource contrary to the Company’s vision of discovering substantially larger and economically viable gold deposits in the short term. In this regard, the Company believes that the nature and extent of the mineralization revealed thus far may lend itself towards a small-scale commercial mining operation. The Company intends to explore the possibilities of undertaking a small scale mining operation on a number of PMLs once a scoping study has been completed.

Although the Company completed a Technical report in compliance with Canadian National Instrument 43-101 prior to the June 2010 revised code, it was not submitted. The report is to be prepared under the revised guidelines.

Buhemba Gold Projects

The Buhemba Gold projects comprise of the Kiabakari East (PL7142/2007) and the recently acquired Maji Moto (HQ-P23869) licenses .

Kiabakari East (PL7142/2011)

The Kiabakari East Project is located approximately 55 kilometers southeast of Musoma town, in the Mara Region. The PL, covering 14.94 square kilometers and lying within the central part of the Musoma-Mara Greenstone Belt, was granted to Lake Victoria Resources by the Ministry of Mines in April 2011.


26

The PL was previously investigated by Randgold Resources who excavated a number of N-S trenches across a small hill, rising some 50 meters above the landscape, comprised of Banded Iron Formation (BIF Hill) rocks in the central to southern part of the PL. They also undertook 3 N-S drill fences, totaling 24 reverse circulation drill holes, along strike to the east of the BIF hill. No information is currently available. Minor artisanal mining activities are present on the BIF hill. The eastern part of the license at the Kyarano Prospect was invaded by + 500 artisanal miners during 2011 who exposed a NNE-SSW trending gold bearing structure hosted by a quartz porphyry dyke within a metasedimentary rock sequence. Mining activities have subsequently been reduced due to ground water problems and underground cave-ins.

Exploration Strategy

The following exploration work has been completed across the Kiabakari East License:

  • Landsat Imagery for the license area and surrounding environs.
  • Detailed mapping
  • Trenching (342.7 meters) including the re-opening of existing trenches as well as new trenches were mapped and sampled across BIF Hill. Notable results include but are not limited to 1.87g/t gold over 33.69 meters as shown in Table 5 .
  • Regional geological mapping
  • In-house ground magnetic surveying along 200 meter spaced N-S traverse lines
  • In-house Gradient IP Survey was undertaken along the same grid as used for the ground magnetic survey
  • Regional rock sampling of specific localities on the PL
  • Termite mound sampling
  • Soil sampling – regional sampling on 200 meter x 50 meter centers utilizing the geophysics grid
  • Schlumberger Survey- Schlumberger VES on N-S and E-W profiles were undertaken across BIF Hill and the artisanal workings at the Kyarano Prospect respectively ( Table 6, Map 10 ).
  • Four inclined diamond drill holes, amounting to 648.72 meters, were collared on the southern side of BIF Hill on 40 meter spaced N-S drill fences and drilled to the north at declinations of 50 and 55 degrees to test and define the geometry of the BIF hosted gold mineralization ( Table 7 ). All boreholes intersected wide zones of anomalous gold mineralization including
    1.03 g/t gold over 37.50 meters and 0.58g/t Au over 43.35 meters, inclusive of higher grade intersections of 1.75 g/t gold over 6.13 meters and 2.05 g/t over 3.00 meters ( Table 8 )

Table 5: Summary of trench results

Trench ID Interval (m) Au g/t
KT003 11.90 1.31
KT004 33.69 1.87
Including 4.03 6.96
KT005 2.10 1.31
KT008 28.35 1.22
KT009 22.70 1.54
KT010a 6.00 1.09

Table 6: Schlumberger VES profiles across BIF Hill and the Kyarano Prospect

BIF HILL FROM TO  
EASTING NORTHINGS LENGTH (m)
597200E 9799450 9799750 300
597400E 9799400 9799700 300
*597560E 9799700 9799500 200
*597580E 9799400 9799625 225
*597600E 9799400 9799700 300
*597620E 9799400 9799700 300
597800E 9799300 9799600 300


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598000E 9799300 9799600 300
598200E 9799280 9799540 260
598400E 9799200 9799500 300
598600E 9799400 9799700 300
KYARANO PROSPECT      
NORTHING EASTINGS  
9799850S 599000 599120 120
9799700S 599000 599400 400
9799650S 599000 599400 400
9799500S 599000 599400 400
9799300S 599000 599400 400
9799100S 599000 599400 400
9798900S 599000 599400 400
9798700S 599000 599400 400
9798500S 599000 599400 400
Uncompleted      

*Significant IP anomalies

Inconsistent IP results were noted from the surveys undertaken across the Kyarano workings which failed to distinguish the pyritized quartz porphyry rock.

A distinct chargeability with low resistivity, situated some 100 meters north of the interpolated strike extensions of the mineralised BIF unit, was noted from a number of E-W Schlumberger profiles undertaken across BIF Hill ( Table 6 ).


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Map 10: Plan of BIF Hill and Kyarano Prospects showing position of Schlumberger profiles and diamond drill collars

Diamond drilling

A total of 4 inclined diamond drill holes, amounting to 648.72 meters, was collared on the southern side of BIF Hill on 40 meter spaced N-S drill fences and drilled to the north at declinations of 50 and 55 degrees to test and define the geometry of the BIF hosted gold mineralization, comprising of chert, siltstone and greywackes ( Table 7 ).

Table 7: Diamond Drill Programme

BHID Prospect Section Easting Northing Elevation Az Dip Length Comments
KED001 BIF Hill 597580E 597580 9799434 1280.4 0 -50 157.03 Completed
KED002 BIF Hill 597540E 597540 9799438 1278.8 0 -50 154.48 Completed
KED003 BIF Hill 597620E 597620 9799430 1287.2 0 -50 130.48 Completed
KED004 BIF Hill 597620E 597620 9799380 1279.8 0 -55 206.73 Completed
Total 648.72  
KED007 Kyarano 9799700N 599153 9799700 1242.7 90 -50 120 Proposed
KED008 Kyarano 9799460N 599100 9799460 1255.1 90 -50 120 Proposed

Each borehole was drilled across the BIF package of rocks comprising of cyclic sequences of siltstone and banded cherts having an overall width of 80 meters, until the footwall pebble conglomerate unit was encountered on the northern side of the hill. The BIF unit dips steeply to the south. Occasional intraformational sedimentary slump breccias are stratigraphically present. The unit has been complexly folded. A possible NNE trending fault is present which appears to have displaced the eastern part of the ore shoot some 40 meters to the north as well as being responsible for down-throwing the BIF unit to the east ( Map 11 ).


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Map 11: Plan of BIF Hill showing results of trench and drill holes and interpolated position of NNE fault.

Massive sulphides, consisting of syngenetic magnetite and pyrrhotite-rich bands occur throughout the BIF unit. Crackle brecciation and fracturing is more common in the brittle chert beds which are often infilled with later pyrrhotite and/or pyrite mineralization. Gold is associated with the sulphide filled fractures as well as within zones of massive pyrite and, to a lesser extent, massive pyrrhotite mineralization.

All the core was cut in half by a rock saw with the half core (or quarter core if over wider intervals of >1 meter) being sampled according to the intervals as per geologic log. Strict quality control has been maintained in which 5 percent of the sample batch, comprising 20 samples, contained a blank, a Commercial Standard and a duplicate. The samples batches were submitted to SGS Laboratory Mwanza for 50gm Fire assay.

Results

The limited drill programme of 648.72 meters intersected wide zones of anomalous gold mineralization throughout all four boreholes drilled including 1.03 g/t gold over 37.50 meters and 0.58g/t Au over 43.35 meters, inclusive of higher grade intersections of 1.75 g/t gold over 6.13 meters and 2.05 g/t over 3.00 meters . Mineralized intercepts are summarized in Table 8 below.


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Table 8: Summary of Diamond drill intercepts


Hole No.
Total Depth
(m)

Section
Azimuth
(deg)
Decline
(deg)

From (m)

To (m)
Interval
(m)

Au (g/t)
KED001 157.03 597580E                0 -50 60.00 109.30 49.30 0.27
Including 60.00 63.00 3.00 2.05
KED002 154.48 597540E                0 -50 48.00 85.50 37.50 1.03
Including 52.20 56.00 3.80 3.31
  71.90 76.60 4.70 1.98
KED003 130.48 597620E                0 -50 57.55 64.70 7.15 0.42
and 87.50 118.00 30.50 0.32
KED004 206.73 597620E                0 -55 76.05 83.00 6.95 0.44
and 107.24 112.60 5.36 0.89
and 145.40 188.75 43.35 0.58
Including 145.40 151.53 6.13 1.75
and 181.20 182.03 0.83 1.21
and 185.40 186.97 1.57 1.17

The gold mineralization, having been offset by the NNE fault, plunges steeply to the east. Anomalous gold mineralization of greater than 250 ppb gold was encountered over substantial widths in each of the boreholes with improved grades being intersected in the deeper hole (KED004) drilled to the east. Mineralization is open down dip and along strike both to the west and down plunge to the east ( Map 12 ).

Map 12: Longitudinal Section across BIF Hill showing interpolated plunge of the gold-rich sulphide zone shown as a bar graph along the edge of the drill hole trace.

 


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Kyarano Prospect

The Kyarano Prospect, located on the eastern side of the Kiabakari East Permit, is a recent artisanal site in which, at one time, up to +500 illegal miners have been active. Shafts, aligned along a NNE trend were sunk into a quartz porphyry/felsite “dyke” rock for a strike distance of some 400 meters. Mining activities decreased as flooding of the shafts occurred from 15-20 meters below ground. A number of the shafts were sampled and assayed for gold by 50 gm fire assay, results of which are shown in Table 9 and Map 10.

Table 9: Results of shaft sampling at the Kyarano Prospect


Prospect

Pit_ID
East
(Arc60)
North
(Arc60)

SANO
Au
ppm

Description
Kyarano KP023 599210 9799682 A22984 0.47 Qtz vein - 7m depth
Kyarano KP0024 599212 9799646 A22985 0.06 Light grey felsite/qtz porphyry -10m depth
Kyarano KP0025 599255 9799608 A22986 0.11 Light grey felsite/qtz porphory-9m depth
Kyarano KP0026 599176 9799566 A22987 0.01 Light grey felsite/qtz porphory-8m depth
Kyarano KP0027 599162 9799500 A22988 1.74 Light grey felsite/qtz pophory-7m depth
Kyarano KP0028 599164 9799454 A22989 0.93 Light grey felsite/qtz porphory-5m depth
Kyarano KP0029 599260 9799470 A22990 19.8 Light grey felsite/qtz porphory-5m depth

Diamond drilling

A short drilling programme was initially planned to test the NNE trending pyritic quartz felsite porphyry at the Kyarano Prospect located on the eastern side of the project area some1.5 kilometers east of BIF Hill. Two boreholes, collared 240 meters apart on E-W drill fences (Table 7) were to test the area 80 meters beneath the active artisanal workings in order to examine the hosting lithologies and alteration associated with this known gold mineralisation. However, due to budget constraints, the two diamond drill holes were not drilled.

NW Prospect

A number of old trenches were discovered in the northwestern corner of the licence immediately south of the granite – greenstone contact ( Map 13 ).

Map 13: Aerial photograph of the trench excavations undertaken by Rand Gold in the NW part of the Kibakari East Licence (after Google Earth).


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The area is underlain by BIF rocks comprising of chert and siltstone rocks. It is cut by a N-S trending quartz diorite dyke. Two areas of artisanal mining have exposed highly oxidized and leached sulphidic zones within the BIF rocks. A number of grab samples were collected and Fire assayed for gold by SGS Laboratories Mwanza ( Table 10 ).

Table 10: Results of rock samples taken from artisanal workings in highly oxidized and leached BIF

Sample No Easting Northing Au (g/t)                                      Comments
283694 596490 9800764 0.02 Silicified shear zone, intensely leached
283695 596490 9800764 0.03 As above
283696 596505 9800800 0.02 Silicified, intensely leached + Sulphur
283697 596506 9800802 0.01 Silicified BIF

Future exploration

Metallurgical test work is to be undertaken on the oxide rock material taken from artisanal working and trenches on surface as part of the scoping study to determine the viability of commencing and open pit/underground small scale mining operation at BIF Hill. In order to get a better understanding of the geology and gold mineralisation, the Company is considering developing a north trending adit form the southern side at the base of the hill at a later date.

Maji Moto Gold Project (HQ-P23869)

A recent acquisition to the North Mara group of licences is the Maji Moto licence that was awarded to the Company by the Ministry of Mines through application and tender in April 2012. The licence is situated in the North Mara Greenstone Belt (Eastern Musoma Goldfields) approximately 28 kilometers to the SW of African Barrick’s North Mara Gold Mine ( Map 14 ).

Map 14: Location map of Maji Moto HQ-P23869

Note: HQ-O23869 is the Application number. The licence has yet to be allocated a PL number by the Ministry.


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Artisanal workings :

Three artisanal sites are present in the northern part of the licence ( Map 15 ):

  1.

Located at Kitarahota Hill, some 2 kilometres east of Maji Moto village is actively being mined by a relatively small group of artisanal miners. The site, located on the lower slope of the Kitarahota Hill, consists mostly of surface workings.

  2.

Nyamarubiti Hill, located in the north-eastern arm of the licence was an active artisanal site in 1980s and is only being worked sporadically by a handful of artisanal miners.

  3.

Kebosi Hill, situated on the NW arm of the PL and east of the much larger Kitengara Hill. This site does not appear to be as extensively mined as site 2 and is currently not being mined by artisanal miners.

Map 15: Geology of HQ-P23869

Other than a reconnaissance visit to the licence, exploration has not yet commenced.

The following exploration strategy (Phase 1) will be followed as soon as a field camp is established on site:

  • Regional ground Magnetic survey
  • Regional mapping of the licence
  • Regional soil sampling on 200 meter x 50 meter sample grid
  • Detailed mapping and soil/rock sampling at and around the artisanal sites
  • Schlumberger profiles across the known artisanal sites.

Phase 2 will be dependant on the results achieved from the Phase 1 exploration programme.

Uyowa Gold Project

The Uyowa Gold project, located 120 kilometers northwest of Tabora town, previously consisted of seven (7) Prospecting Licenses (PLs) that initially covered a total area of 729.73 square kilometers in the west-central area of Tanzania. Due to increased Ministerial costs of annual renewals coupled with the Company’s objective to focus its exploration efforts on more potentially viable ground holding, the number of licenses has been reduced to 4 PLs amounting to 328.47 square kilometers ( Table 1 , Map 16 ).


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Map 16: Current licence holdings of the Uyowa Project

Exploration

Exploration has been primarily focused in the northern license blocks PL 3425/2007 (since relinquished) and PL5153/2008 of Target 3 . PL5153/2008 was previously investigated by Ashanti Gold in 2003, in which they undertook 999 meters of Reverse Circulation drilling. The area is now an active artisanal mining site. The following work has been undertaken on PL 5153/2007 ( Map 17 ) since exploration commenced from March 2011 through to 31 st March 2013.

PL 5153/2007

  • Regional Mag survey on 200 meter spaced N-S lines covering a 12 kilometers x 6 kilometers grid
  • Gradient array survey on 400 meter spaced N-S lines across the optioned PML and extending out along strike across a grid of 10 kilometers x 4 kilometers
  • Soil sampling on 200 meters x 50 meter grid across a grid area of 2.25 kilometers x 10 kilometers (excluding the artisanal site
  • Schlumberger profiles
  • Regolith mapping
  • Detailed mapping
  • Termite mound sampling
  • Soil and termite mound sampling - on 200 meter x 50 meter grid totaling 2616 samples. All the anomalous gold values occur as single point values along the known E-W zone of gold mineralization. A single maximum value of 400 ppb gold occurs on the far eastern side of the trend ( Map 18 ).
  • Shaft sampling
  • A total of 29 reverse circulation drill holes, amounting to 2,486 meters, was drilled to test the down-dip continuity of thickness and grade as well as exploring the strike extensions of the 4 main mineralized zones across the PMLs, was completed in September 2011 (Map 19 ). Notable results to date include: 17.6 g/t over 6 meters, 7.95 g/t Au over 9 meters, 4.1 g/t over 10 meters and 10.41 g/t over 3 meters inclusive of a number of significant 1 meter intervals of 103 g/t Au, 33 g/t Au and 24 g/t Au respectively.

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  • A total of 11 diamond drill holes, amounting to 1459 meters, aimed at defining and understanding the structural controls of the 4 gold veins across 300 meters of strike length within the central to western parts of the 1700 meter long E-W shear zone, was undertaken from March to May 2012 ( Map 20 ). Gold mineralization was traced to a vertical depth of some 150 meters. Notable results include: 27.3 g/t Au over 0.40 meters , 16.3g/t over 0.35 meters, 3.05g/t Au over 4 meters and 2.21 g/t Au over 6 meters

Map 17: Grid layouts of exploration surveys undertaken across the artisanal workings and environs on PL 5153/2008

 


36

Map 18: Soil geochemistry map showing main anomalous gold trends

Map 19: Reverse Circulation borehole collar plan showing gold intercepts along the mineralised zone

 


37

Map 20: Distribution and location of shear hosted gold structures as defined by RC and by diamond drilling.

Diamond drilling

The 1459 meter diamond drill program, primarily aimed at defining and understanding the structural controls of the 4 gold veins across 300 meters of strike length within the central to western parts of the1700 meter long E-W shear zone, was undertaken from March to May 2012. The 11 hole program, planned on 40 meter spaced N-S sections, also tested the down-dip extensions of mineralization to a vertical depth of some 150 meters. A total of 1459 meters was drilled in 11 boreholes ( Table 11, Map 21 ).

Table 11: Diamond drill programme

    Easting (Arc Northing (Arc Az Dip Length  
BHID Section 60) 60) (o) (o) (m) Elevation
UDD001 389960E 389960 9506197 180 -65 165.18 1108
UDD002 389920E 389920 9506182 180 -60 139.84 1108.4
UDD003 390000E 390000 9506206 180 -60 155.24 1109.3
UDD004* 390040E 390040 9506160 180 -65 79.98 1110.6
UDD005 390040E 390040 9506218 180 -60 140.52 1110.9
UDD008 390200E 390205 9506242 180 -65 134.88 1112.6
UDD009 390320E 390318 9506254 180 -65 114.96 1113.8
UDD010 389720E 389717 9506158 180 -60 132.98 1110
UDD011 390840E 390840 9506315 180 -64 116.78 1112
UDD06 390080E 390080 9506216 180 -60 145.83 1110.4
UDD07 390120E 390120 9506211 180 -65 130 1105.8
* "Twin" hole to URC014


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Map 21: Diamond drill collar plan

Drilling has revealed that the gold mineralization is hosted by a number of semi-continuous ductile shears zones of up to 7 meters wide and containing disseminated pyrite mineralization, dipping between 55 to 70 degrees to the north. In all sections, the mineralized gold zones have been traced to vertical depths of 100 meters and are open at depth.

A “twin” hole was drilled to compare the gold grades and widths in order to increase gold grade confidence of the previous RC drilling results and to work towards establishing a gold resource.

A single diamond drill hole was drilled at either end of the known mineralized zone, confirming the presence of the mineralized shear zone continuing out along strike both to the east and to the west.

All borehole samples across the mineralized zones were split, sampled and analysed using 50 gm Fire assay by SGS Laboratories Mwanza. Strict quality control was maintained throughout the sampling procedure with 5 percent of each of the sample batches having a blank, duplicate and commercial standard inserted as part of the sample stream.

Results

Notable results including 27.3 g/t Au over 0.40 meters, 16.3g/t over 0.35 meters, 3.05g/t Au over 4 meters and 2.21 g/t Au over 6 meters , are shown in Table 12 .

Table 12: Summary of Diamond Drill intercepts



Hole No.
Total
Depth
(m)


Section

Azimuth
(deg)

Decline
(deg)

From
(m)


To (m)


Interval (m)


Au g/t
UDD001 165.18 389960E 180 -65 104.00 108.00 4.00 3.05
UDD002 139.84 389920E 180 -60 96.00 102.00 6.00 2.21
including 98.50 98.80 0.30 11.4
UDD003 155.24 390000E 180 -60 47.65 48.45 0.80 1.61
and 104.00 107.00 3.00 1.44
UDD004 79.98 390040E 180 -65 45.00 48.00 3.00 5.6


39

including 46.60 47.00 0.40 27.3
UDD005 140.52 390040E 180 -60 115.00 116.30 1.30 2.01
and 119.30 119.70 0.40 1.75
UDD006 145.83 390080E 180 -60 90.35 96.00 5.65 0.9
UDD007 130 390120E 180 -65 81.00 85.00 4.00 2.67
and 98.00 105.80 7.80 1.27
including 100.50 101.00 0.50 6.97
UDD008 134.88 390200E 180 -65 79.90 80.20 0.30 1.48
UDD009 114.96 390320E 180 -65 91.50 91.85 0.35 16.3
UDD010 132.98 389720E 180 -60 95.85 96.30 0.45 1.1
UDD011 116.78 390840E 180 -64 6.40 7.90 1.50 1.07
and 100.30 100.90 0.60 1.36

Drilling successfully intersected the mineralized lenses as identified from the RC drill program of August 2011. Diamond drilling has further defined the geometry of the mineralized zones comprised of 2 gold lenses, situated approximately 25 meters apart, dipping moderately to the north at 65 degrees. The dip of the 2 lenses steepens to 75 degrees further along strike to the east (Map 20). The southern lens is the more dominant of the two gold structures in having both a higher gold grade and a more continuous strike length. Gold mineralization is hosted by pyrite within narrow ductile shear zones having a maximum intersected width of 7.8 meters.

The distribution of gold in Lens 2 suggests that there are 3, equally spaced gold “shoots” of approximately 80 meters broad plunging at 30 degrees to the west which are open at depth (Map 22). A left lateral fault on the western side of the main drilling target has offset the strike of the lenses by some 100 meters. Some of the highest grade gold intercepts, which have been reported from drilling, occur in the western shoot. The central and eastern ore shoots appear to have lower overall gold grades and narrower intercepts.

Map 22: Longitudinal section showing gold distribution plot along strike of mineralized zone.

 


40

Future exploration

Interpretation of the ground magnetic survey suggests the presence of a graben structure that coincides with the last of the artisanal workings on the western side of known mineralized zone. The area, unlike the artisanal site where laterite is often exposed on surface, is overlain by sand cover for some 500 meters to the west before lateritic soils are again present suggesting possible continuation of the mineralized trend further to the west. Landsat imagery clearly shows areas of laterite and lateritic soil over the area. Based on the recent soil geochemistry results, follow up specific soil sampling is planned across the interpolated trend of gold mineralization to both the west and east of the artisanal workings covering a total strike length of 3.5 kilometers as shown in Map 23.

Conventional soil sampling is planned across areas of lateritic soil cover. Initially a RAB program is recommended to test the intervening areas covered by black cotton soil (“mbuga’). However, prior to embarking on such a program, an orientation survey using enzyme geochemistry is recommended as a trial study over a portion of the area to be sampled. Should results be positive further sampling incorporating this geochemical method will continue to be used to outline the gold anomaly.

Follow-up investigation using possibly both methods of soil sampling will be undertaken across a number of ground magnetic targets ( Map 24 ) in order to prioritize targets for later testing by RAB drilling.

Reverse Circulation infill drilling is recommended on 40 meter spaced N-S sections across the artisanal site in order to undertake a resource calculation. Furthermore, part of the program will also focus on testing the soil anomaly along strike.


41

Map 23: Soil sampling plan to trace the strike extensions of the mineralized gold structure across PL5152/2008.

Map 24: TMI map over the artisanal area and environs


42

Handeni Gold Project

The Handeni Project, initially comprised of three (3) Prospecting Licenses and covering a total area of 200.59 square kilometers ( Table 13 ), is located approximately 240 kilometers by road north-west of Dar es Salaam and some 30 kilometers south of Handeni town within the Handeni District ( Map 25 ). Subsequent exploration has resulted in both the Amani (PL7002/2011) and the Mkulima East (PL7148/2011) licenses being relinquished and the properties have been returned to their prospective owners. The Company has retained 100% of the mineral rights of the remaining PL4816/2007.

Table 13: Details of Handeni Region Prospecting Licenses

License ID Area Area (km2)
7002/2011 Amani 172.36
7148/2011 Mkulima East 12.00
4816/2007 Mkulima 16.23
Total 200.59

Map 25: Location map of the Handeni Project showing the PLs in red.

Exploration

No exploration was undertaken on the Handeni Project during the year. A brief summary of the status of proposed future exploration PL4816/2007 is given:


43

Future exploration

An infill soil sampling programme on 100 meter x 25 meter grid is recommended across the Mkulima Hill (188 samples) in order to better define the apparent gold anomalies prior to planning a trenching programme across the main anomalous zones ( Map 26 ). Should a trenching programme be warranted, further soil sampling on 100 meter x 50 meter grid is proposed around the hill on 200 meter x 50 meter grid (623 samples) to increase the area of investigation and strike extend of the gold anomalies ( Table 14 , Map 26 ).

Map 26: Soil sampling grids across Mukulima East outlining potential soil anomalies

Table 14: Planned soil grid across the Mkulima East Licence

  From To Length 50
Section East (Arc 60 37S) North (Arc 60 37S) East (Arc 60 37S) (m) Sample Number
9358900E 407400 9358900 410250 2850 58
9358500E 407400 9358500 410250 2850 58
9358100E 407400 9358100 410250 2850 58
9357700E 407400 9357700 410250 2850 58
9357700E 407500 9357700 410200 2700 55
9357300E 407600 9357300 410150 2550 52
9357100E 407650 9357100 408300 650 14
  408325 9357100 408450 125 6
9357000E 407700 9357000 410100 2400 49
9356900E 408200 9356900 409150 950 39
9356800E 407650 9356800 408250 600 13
  409250 9356800 410050 800 17
9356700E 408300   409450 1150 47


44

9356600E 407750 9356600 408450 700 15
  409250 9356600 409500 250 6
9356500E 409450 9356500 409650 200 5
9356400E 407800 9356400 408550 750 16
9356325E 408900 9356325 409600 700 29
9356250E 408100 9356250 409200 1100 23
  409000 9356250 409750 750 31
9356150E 409200 9356150 409600 400 17
9356050E 409200 9356050 409600 400 9
  409200 9356050 409650 450 19
  409700 9356050 409850 150 4
9355850E 408150 9355850 409800 1650 34
9355850E 408250 9355850 410200 1950 40
9355450E 408350 9355450 410250 1900 39
Total samples         811

25m centres (Total samples 188) PHASE 1
     
50m centres (Total samples 623) PHASE 2

Kahama Project

Kahama South (PL6437/2011)

The Kahama South Project area is situated approximately 35 kilometres south of the town of Kahama in the central part of Tanzania. It covers an area of 183.05 square kilometres within the Kahama Greenstone Belt.

Exploration

Regional exploration has been conducted across the licence, together with the adjoining licence (PL6341/2010) to the north that has since been relinquished ( Map 27 ), and includes:

  • Regional mapping
  • Ground Magnetic survey

45

Map 27: Location and geology map of the Kahama South Project

The Ground Magnetic survey was undertaken along 400 meter-spaced north-south traverse lines and covered a total of 615 line kilometers ( Map 28 ).

Map 28: Ground Magnetic survey coverage of the Kahama South Licence


46

Results

Interpretation of the Ground Magnetic survey is shown in Map 29 . The eastern part of prospect comprises of a high magnetic north-south trending “horst block” comprising of biotite-rich granite. Similar north-south grabens are interpolated to be present on the western side of the licence. These major structures appear to have been later displaced by NW-SE as well as NE-SW faults that cut across the licence.

Reconnaissance mapping

The area is largely covered by black cotton soil (“mbuga” clay). Outcrop, when present consists entirely of granitoid rocks, partly magnetized, with minor pegmatite development in places ( Map 30 ).

No recent or past artisanal mining activities were found within the prospect. However, a small area of artisanal mining is being carried on some 100 meters to 200 meters from the SW corner of the licence along a SE-SW trending ridge. The geology of the ridge, unlike that found over the licence, is dominated by surface laterite, BIF, metasediments and metavolcanic rocks. And is similar to the geology of Nyang’ombe hills located some 2 kilometres from the western boundary licence.

Map 29 Total Magentic Field map and structural interpretation of the Kahama South Licence


47

Map 30: Outcrop map of the Kahama South Licence

Kahama Shinyanga (PL3439/2005).

The Kahama Shinyanga project (PL 3539/2005) is located in central to northern Tanzania, is about 130 kilometers north from the Kahama South Project,110 kilometers northwest of the town of Shinyanga and 50 kilometers southeast from Bulyanhulu Mine. The licence area covers 48 square kilometers.

A brief period of exploration involving ground magnetic surveys and regional mapping was conducted before the licence was relinquished in June 2012.

Exploration

The area is typically flat lying area and is largely covered by "mbuga". A ground magnetic survey was undertaken along 200 meter-spaced N-S traverse lines concurrently with field mapping in which a total of 233 traverse line kilometers were surveyed ( Map 31 ).


48

Map 31: Ground Magnetic survey coverage across the Kahama Shinyanga PL.

A prominent magnetic anomaly is present in the SW corner of the permit which was found to be the result of a unit of Banded Iron Formation striking NE across the licence. This has been cut by a NNW trending dyke. Similar north-trending dykes are shown in the western part of the licence ( Map 32 ).

Map 32: Total Horizontal Gradient

The geology of the Kahama Shinyanga project is underlain by Archaean rocks of the Kahama Greenstone belt and comprise of granites, meta-volcanics and sedimentary rocks including BIF which crops out on Kalunde hill in the SE part of the licence. Laterites, partially cementing the BIF are present on the lower slopes of Kalunde Hill. No active artisanal mining is present on the licence although previous pitting has been noted in the BIF on Kalunde Hill. Active mining is being carried out approximately 200 meters south of the licence boundary at Mahiga and at Namba Tano ( Map 33 ) in the western part of the area.


49

Map 33: Geology map of the Kahama Shinyanga Licence

Future exploration

With little to no artisanal gold mining being undertaken on the licence and the apparent lack of prominent shear zones cutting through the BIF, the prospectivity of the licence is considered low. When the licence expired and came up for renewal, it was decided to relinquish it and return it back to the Ministry of Mines in June 2012.

North Mara Gold Projects

The North Mara Gold Project, now comprising of 4 Prospecting licences and covering 274.83 square kilometers ( Table 1 & Map 1 ), has been divided into 2 blocks, namely the Tarime-Utegi and the Kubiasi Kiserya project which includes the Kiagata Project. Six of the 10 licences previously held by the Company have been relinquished after reconnaissance exploration indicated poor potential to discover an economic resource within the near future. Minor, or lack thereof, of artisanal activity is evident on these licences.

No exploration activities were undertaken on any of the licences during the last fiscal year.

Tarime & Utegi

The remaining Tarime PL4882/2005, Utegi PL4873/2007 and Kiagata PL4225/2007 licences, from a previous 6 PLs are located on the western side of the North Mara Greenstone Belt. Since much of the area is overlain by “mbuga” soils, target generation was undertaken by detailed structural analysis of both Magnetic and IP data. The detailed aeromagnetic survey data, undertaken by the Finnish Geological Survey (2003), was purchased from the Government and processed. A number of magnetically interpreted structural targets have been delineated for field investigation. Both licences are considered of low priority.

Kiagata

The Kiagata project (PL4225/2007), located within the North Mara Greenstone belt, is situated in the Musoma District and is about 30 kilometers from Musoma Town, the main commercial hub in the area. The project is located immediately south of the Mara River and west of the Serengeti National Park. A reconnaissance survey involving mapping, termite mound sampling, and selected soil and rock sampling were carried out but results suggest that no gold mineralization is present on the property. The licence is underlain by barren granitic rocks. The licence is to be relinquished.


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Future Exploration

Previous interpretation of the aero-magnetic data revealed a number of targets defined by deep-seated cross-cutting structures. However no artisanal workings, indicative of gold are present on the licence. Much of the area is overlain by “mbuga” clay. The potential to discover a gold resource in the immediate future is considered low. On account of austerity measures and the need to focus on a number of key projects within the Company’s portfolio, these licences are expected to be relinquished as soon as the rental term expires. No further work is to be undertaken on the licences.

Uranium Projects

The Company currently holds 6 Prospecting licences for Uranium, located in the SW part of Tanzania and covering 803 square kilometers ( Table 2 & Map 2 ). Due to the economic downturn on Uranium exploration coupled with the Company’s intention to stream line its gold portfolio, these licences will be relinquished once their rental term expires.

ITEM 3.                     LEGAL PROCEEDINGS.

We are not a party to any litigation.

ITEM 4.                     MINE SAFETY DISCLOSURES.

Not Applicable.

PART II

ITEM 5.                     MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our Company’s common stock is traded on the FINRA OTC Bulletin Board under the symbol “LVCA”. Set forth below are the range of high and low bid quotations for the periods indicated as reported by the FINRA. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Quarter Ending High Low
March 31, 2013 $0.08 $0.08
December 31, 2012 $0.04 $0.02
September 30, 2012 $0.08 $0.08
June 30, 2012 $0.08 $0.08
March 31, 2012 $0.20 $0.04
December 31, 2011 $0.16 $0.01
September 30, 2011 $0.30 $0.08
June 30, 2011 $0.37 $0.22

Our transfer agent is Pacific Stock Transfer Company, of 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119; telephone number: 702.361.3033; facsimile: 702.433.1979.

Holders of our Common Stock

As of July 01, 2013, there are 211 registered stockholders holding 114,554,067 shares of our issued and outstanding common stock.

Dividend Policy

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:


51

  1.

We would not be able to pay our debts as they become due in the usual course of business; or

     
  2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

In April, 2012 we completed a first closing of a private placement of 14,285,000 shares at a price of $0.06 per share for gross proceeds of $857,100. We issued an aggregate of 2,000,000 shares to one subscriber who represented that it was not a US person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933 and an additional 12,285,000 shares to eight accredited investors, who represented that they were each a “US Person” as defined in Regulation S, pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933. Proceeds of the private placement are intended to be applied to the Company’s ongoing work program on its mining projects, continued exploration for new projects and general working capital.

In August, 2012, we completed a second closing of a private placement of 2,783,334 shares at a price of $0.06 per share for gross proceeds of $167,000. We issued an aggregate of 2,783,334 shares to three accredited investors, who represented that they were each a “US Person” as defined in Regulation S, pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933. Proceeds of the private placement are intended to be applied to the Company’s ongoing work program on its mining projects, continued exploration for new projects and general working capital.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal year ended March 31, 2013.

ITEM 6.                     SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7.                     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Plan of Operation

As of March 31, 2013, we had working deficit of approximately $921,787. We plan to spend approximately $400,000 for our property acquisitions and $2,000,000 for development and production of small scale mining in Kinyambwiga project and exploration activities on other projects. We will need to raise additional funds to finance the activities on our projects. There is no assurance that such financing would be available at this time.

In September 2012, the Company offered a total of up to 120 royalty units to raise a gross amount of $3,000,000 for a small scale mining operation on the Kinyambwiga property. Each unit will entitle investors to receive ½ of 1 percent (1%) of the net proceeds of production from the small scale mining operation at Kinyambwiga. Up to 60% of the net proceeds of gold production are offered to investors. As of March 31, 2013 the Company received subscription payments of $925,000 for 37 units.

Our estimated expenses over the next twelve months are as follows:


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Cash Requirements during the Next Twelve Months

Expense   ($)
Property acquisition and holding costs   400,000
Mine development and production costs   2,000,000
Professional fee   100,000
General and administration fee   500,000
Total   3,000,000

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. Because we do not currently derive any production revenue from operations, its ability to conduct exploration and development on properties is largely based upon its ability to raise capital by equity funding.

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 appropriately spaced drilling or underground sampling to support sufficient tonnage and average percentage grade of metals to justify removal. If we don’t 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 or seek other properties.

In addition, we may not have enough capital to complete exploration of our properties. If we have not raised sufficient funds to complete our exploration program, we will try to raise additional funds from another equity or debt offering or rely on loans from shareholders. If we require additional funds and are unable to raise the required amounts, we will have to suspend or cease operations until we succeed in raising the additional funds.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction with our audited financial statements for the financial years ended March 31, 2013 and 2012 which are included herein.

Our operating results for the years ended March 31, 2013 and 2012 are summarized as follows:

    Years Ended  
    March 31,  
    2013     2012  
Revenue $  -   $  -  
Operating Expenses   2,861,304     3,043,395  
Other Income (Expenses)   918,058     658,702  
Net Loss $  1,943,246   $  2,384,693  

Revenue

We had no operating revenues for the fiscal years ended March 31, 2013 and 2012. We do not anticipate earning any revenue from our operations until such time as we have entered into commercial production at one or more of our mineral projects or we sell one or more of our mineral properties. We are currently in the exploration stage of our business and we can provide no assurance that we will discover a reserve on our properties or, if we do discover a reserve that we will be able to enter into commercial production.

Operating Costs and Expenses

The major components of our expenses for the years ended March 31, 2013 and 2012 are outlined in the table below:



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    For the Year Ended  
    March 31,  
    2013     2012   
     $      
EXPENSES            
   Amortization and depreciation   40,391     36,210  
   Exploration costs   1,259,431     1,084,929  
   General and administrative   301,915     329,603  
   Impairment of mineral property acquisition costs   15,350     441,612  
   Management and director fees   36,000     32,000  
   Professional fees   281,152     275,130  
   Salaries   509,659     563,101  
   Stock-based compensation   362,336     213,825  
   Travel and accommodation   55,070     66,985  
Total Operating Expenses   2,861,304     3,043,395  

The decrease of $27,688 in our general and administrative expenses for the year ended March 31, 2013 as compared to the same period in fiscal 2012 was primarily due to a decrease in office rent, communication expenses, bank charges and filing fees all of which offset the increased insurance expenses and promotion and shareholdes relationship costs.

Exploration costs were increased by $174,502 to $1,259,431 during the current period mainly because the increase of the licenses holding cost after the new rate imposed by Tanzania governmentthe in last fiscal year. In addition, Company received reimbursement around $623,000 from jonint venture parterners in 2012 which reduced the exploration cost in 2012.

Professional fees for the twelve months ended March 31, 2013 increased to $281,152 compared to $275,130 for the same period of 2012. A main factor for this increase is a higher level of advice the Company required for geological consulting which offsets the decreased legal and accounting services during the last fiscal year.

In 2013, we paid $50,000 to acquire mineral property interests at the Uyowa Project in comparison to the property option payment of $998,362 for the Geita, Singida, Uyowa, Handeni and Buhemba projects in 2012. As of March 31, 2013, we assessed our mineral properties and recognized an impairment loss on acquisition costs of $15,350 compared to impairment loss of $441,612 recognized in 2012.

    2013     2012  
Geita Project       6,150  
Singida Project       350,512  
Uyowa Project   50,000     40,000  
Handeni Project       344,750  
Buhemba Project       256,950  
  $  50,000   $  998,362  

Since November, 2009 we have used our 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 a 100 percent interest in 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, on May 5, 2009, Geo Can no longer has any interest in those prior property agreements with Lake Victoria. As of the date of this annual report, Geo Can holds property titles in trust for Kilimanjaro as the sole Beneficiary, in accordance with the terms of the Statutory Declaration, Declaration of Trust and Release dated July 23, 2009. Geo Can will act on the direction of Kilimanjaro as the Beneficiary to transfer the title or interest to the Beneficiary or as otherwise directed by the Beneficiary.


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Liquidity and Capital Resources

Working Capital                  
                Percentage  
    As at     As at     Increase /  
    March 31, 2013     March 31, 2012     (Decrease)  
Current Assets $  259,371   $  586,592     (81%)
Current Liabilities $  1,181,158   $  219,879     (437%)
Working Capital (Deficiency) $  (921,787 ) $  366,713     (351%)  

Cash Flows                  
                Percentage  
    Year Ended     Year Ended     Increase /  
    March 31, 2013     March 31, 2012     (Decrease)  
Cash used by Operating Activities $  (553,670 ) $  (2,390,112 )   (77%)
Cash provided (used) by Investing Activities $  (50,331 ) $  (106,485 )   (53%)
Cash provided by Financing Activities $  288,320   $  737,100     (61%)  
Net Increase (Decrease) in Cash $  (315,681 ) $  (1,759,497 )   (82%)

We had a cash balance of $207,724 and working deficit of 921,787 as of March 31, 2013 compared to cash of $523,405 and working capital of $366,713 as of March 31, 2012. We anticipate that we will incur approximately $3,000,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months.

Effective April 17, 2012, we issued 14,285,000 units at a price of $0.06 per unit for gross proceeds of $857,100. Each unit consisted of one share of common stock and one share purchase warrant entitling the warrant holder to purchase an additional share of common stock at a price of $0.12 per share for a period of six months from closing. We issued an aggregate of 2,000,000 units to one subscriber in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933. We issued an additional 12,285,000 units to eight subscribers, who represented that they were accredited investors as that term is defined in Rule 501 of Regulation D.

In August, 2012, we completed a second closing of a private placement of 2,783,334 shares at a price of $0.06 per share for gross proceeds of $167,000. We issued an aggregate of 2,783,334 shares to three accredited investors, who represented that they were each a “US Person” as defined in Regulation S, pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.

Going Concern

The audited financial statements accompanying our annual report on Form 10-K for the year ended March 31, 2013 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of March 31, 2013, we had cash of $207,724 and we estimate that we will require approximately $500,000 for general and administration costs and professional fees, and $400,000 for property acquisition holding and exploration costs associated with our plan of operation over the next twelve months. We do not have sufficient funds for general and administration activities and we do not have sufficient funds for planned mineral property acquisition and exploration activities. Therefore we will be required to raise additional funds. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders.

The advancement of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We had a cash balance of $207,724 and working deficit of $921,787 as of March 31, 2013 compared to cash of $523,405 and working capital of $366,713 as of March 31, 2012 and we estimate that we will require approximately $3,000,000 for costs associated with our plan of operation over the next twelve months. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations. We intend to raise additional funds from another equity offering or loans. If we need additional funds and are unable to raise them, we will have to suspend or cease operations until we succeed in raising additional funds.


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Outstanding shares and options

On December 7, 2010, our shareholders approved a resolution to amend the articles of incorporation to increase the number of authorized shares of our common stock from 100,000,000 shares to 250,000,000 shares. As of June 27, 2013, we have 114,554,067 shares of common stock outstanding, 9,520,000 stock options outstanding and 26,649,734 warrants outstanding.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.

Business Combinations

We follow the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The non-controlling interest recognized at March 31, 2010 was previously the minority interest held by certain passive shareholders at the consolidated financial statement level of Kilimanjaro, and whose interests were eliminated for accounting purposes by the August 7, 2009 share exchange agreement. We, after August 7, 2009, have had no further non-controlling interests.

As of March 31, 2013, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s controlled subsidiary.


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Basic and Diluted Net Income (Loss) Per Share

We compute net income (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of March 31, 2013, we had 36,169,734 potentially dilutive securities outstanding.

Cash and Cash Equivalents

We considers all highly liquid instruments with a maturity of three months or less at the time of issuance or may be redeemed without significant penalties to be cash equivalents.

As of March 31, 2013 and 2012, we have approximately $2,500 and $40,000, respectively, deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank.

As of March 31, 2013 and 2012, we have approximately $180,000 and $365,000, respectively, deposited in banks in Canada. CDIC deposit insurance covers the balance of each depositor’s account up to $100,000 per insured bank. These deposits include $6,778 (CAD$6,900) and $34,594 (CAD$ 34,500), respectively, of guaranteed investment certificates bearing variable interest at prime rate less 2.05% which is restricted in use for corporation credit cards.

As of March 31, 2013, we have Tanzania shillings of 8,380,000 (approximately $5,000) and $25,000 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $900 as of March 31, 2013) per customer per bank. Any amount beyond the basic insurance amount may expose us to loss.

Mineral Property Costs

Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using FASB ASC Topic 805-20-55-37, Whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC Topic 360-36-10-35-20, Accounting for Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. The Company expenses as incurred all property maintenance and exploration costs.

The Company also evaluates the carrying value of acquired mineral property rights in accordance with ASC Topic 930-360-35-1, Mining Assets: Impairment and Business Combinations, using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.

When the Company has capitalized mineral property costs, these properties will be periodically assessed for impairment of value. Once a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method. The Company records its interests in mining properties and areas of geological interest at cost. The Company has capitalized mineral properties costs of $591,400 and $556,750 as at March 31, 2013 and 2012, respectively. The Company has recognized impairment charges of $15,350 and $441,612 for the years ended at March 31, 2013 and 2012, respectively, which were determined not be recoverable and therefore, were written down to their estimated fair values of $Nil.

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment we tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.


57

Asset Retirement Obligations

We account for asset retirement obligations in accordance with the provisions of ASC 440, Asset Retirement and Environmental Obligations which requires we to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. We did not have any asset retirement obligations as of March 31, 2013 and 2012.

Foreign Currency Translation

Our functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

To the extent that we incur transactions that are not denominated in our functional currency, they are undertaken in Canadian dollars and in Tanzanian Schillings. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schillings. We have not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Segment Information

At March 31, 2013, approximately $78,000 of property and equipment is located in Tanzania and $11,000 in Canada. Mineral properties totaling $591,400 (2012 - $556,750) are located in Tanzania. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As of March 31, 2013 and 2012, we have had no items that represent a comprehensive loss, and therefore have not included a schedule of comprehensive loss in the consolidated financial statements.

Income Taxes

We account for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Stock-Based Compensation

We record stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. We use the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.


58

Recent Accounting Pronouncements

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The Company’s April 1, 2012 adoption of the updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Comprehensive Income

In June 2011, the ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update required certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. The Company adopted the new guidance and its deferral and opted to present the total of comprehensive income in a single continuous statement of comprehensive income for its fiscal year beginning April 1 2011. The early adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Reporting of Amounts reclassified out of Accumulated Other Comprehensive Income

In February 2013, ASC guidance was issued related to items reclassified from Accumulated Other Comprehensive Income. The new standard requires either in a single note or parenthetically on the face of the financial statements:(i) the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and (ii) the income statement line items affected by the reclassification. The update is effective for the Company’s fiscal year beginning April 1, 2013 with early adoption permitted. The Company does not expect the updated guidance to have a significant impact on the consolidated financial position, results of operations or cash flows.

Disclosures about Offsetting Assets and Liabilities

In November 2011, ASC guidance was issued related to disclosures about offsetting assets and liabilities. The new standard requires disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The update is effective for the Company’s fiscal year beginning April 1, 2013, and interim periods within those annual periods. Retrospective application is required.

In January 2013, ASC guidance was issued to clarify that the disclosure requirements are limited to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. The Company does not expect the updated guidance to have an impact on the consolidated financial position, results of operations or cash flows.

ITEM 7A.                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)

March 31, 2013

 

 

  Index
   
Report of Independent Registered Public Accounting Firm F–2
   
Consolidated Balance Sheets F–3
   
Consolidated Statements of Comprehensive Loss F–4
   
Consolidated Statements of Cash Flows F–5
   
Consolidated Statements of Stockholders' Equity F–6
   
Notes to the Consolidated Financial Statements F–10

F-1


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Lake Victoria Mining Company, Inc. (An Exploration Stage Company) as of March 31, 2013 and 2012, and the related consolidated statements of comprehensive loss, cash flows and stockholders’ equity for the years then ended, and for the period from December 11, 2006 (Date of Inception) to March 31, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements as of March 31, 2010, and for the period from December 11, 2006 (Date of Inception) to March 31, 2010, were audited by another firm of independent accountants, which expressed an unqualified audit opinion on those financial statements in its report dated July 13, 2010. Our opinion on the consolidated statements of comprehensive loss, cash flows and stockholders’ equity for the period from December 11, 2006 (Date of Inception) to March 31, 2013, insofar as it relates to the amounts for prior periods through March 31, 2010, is based on the reports of the other auditors. The predecessor auditor has not reissued its reports because the firm has ceased its operations.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lake Victoria Mining Company, Inc. (An Exploration Stage Company) as of March 31, 2013 and 2012, and the results of its operations, cash flows and stockholders’ equity for the years then ended and accumulated for the period from December 11, 2006 (Date of Inception) to March 31, 2013 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has accumulated losses since inception and has no revenue. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ “Manning Elliott LLP”

CHARTERED ACCOUNTANTS
Vancouver, Canada
June 27, 2013

F-2


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US dollars)

    March 31,     March 31,  
    2013     2012  
    $     $  
ASSETS            
             
Current Assets            
             
   Cash and cash equivalents   207,724     523,405  
   Prepaid expenses and other (Note 3(b))   51,647     63,187  
             
Total Current Assets   259,371     586,592  
             
Property and Equipment (Note 4)   89,188     129,248  
Mineral Properties (Note 7)   591,400     556,750  
             
Total Assets   939,959     1,272,590  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
             
Current Liabilities            
             
   Accounts payable   623,190     168,655  
   Accounts payable to related party (Note 3(a))   144,374     500  
   Accrued expenses   308,554     47,094  
   Other payables (Note 5)   103,720     3,630  
   Note payable (Note 6)   1,320      
             
Total Liabilities   1,181,158     219,879  
             
Nature of Operations and Going Concern (Note 1)            
Commitments (Notes 7 and 12)            
Subsequent Event (Note 13)            
             
Stockholders’ Equity (Deficit)            
             
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value;
No shares issued and outstanding (Note 8)
       
             
Common Stock, 250,000,000 shares authorized, $0.00001 par value;
114,554,067 shares issued and outstanding (2012 - 97,485,733) (Note 8)
  1,146     975  
             
Additional Paid-in Capital   17,528,554     16,142,289  
             
Common Stock and Warrants Issuable       737,100  
             
Deficit Accumulated During the Exploration Stage   (17,770,899 )   (15,827,653 )
             
Total Stockholders’ Equity (Deficit)   (241,199 )   1,052,711  
             
Total Liabilities and Stockholders’ Equity (Deficit)   939,959     1,272,590  

The accompanying notes are an integral part of these consolidated financial statements

F-3


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Comprehensive Loss
(Expressed in US dollars)

                Accumulated From  
    For the     For the     December 11, 2006  
    Year Ended     Year Ended     (Date of Inception) to  
    March 31,     March 31,     March 31,  
    2013     2012     2013  
    $     $     $  
                   
Revenue            
                   
Expenses                  
   Depreciation   40,391     36,210     114,703  
   Exploration costs (Notes 7)   1,259,431     1,084,929     5,357,272  
   General and administrative   301,915     329,603     2,588,817  
   Impairment of mineral property acquisition costs (Note 7)   15,350     441,612     11,600,053  
   Management and director fees (Note 3 (c))   36,000     32,000     592,017  
   Professional and consulting fees   281,152     275,130     3,851,901  
   Salaries (Note 3 (c))   509,659     563,101     1,216,442  
   Stock-based compensation (Note 9)   362,336     213,825     2,170,150  
   Travel and accommodation   55,070     66,985     454,686  
                   
Total Operating Expenses   2,861,304     3,043,395     27,946,041  
                   
Operating Loss   (2,861,304 )   (3,043,395 )   (27,946,041 )
                   
Other Income (Expenses)                  
   Loss on sales of investments       (757,489 )   (752,489 )
   Foreign exchange loss   (5,995 )   (73,669 )   (165,427 )
   Interest income   305     2,437     11,329  
   Interest expense   (1,252 )       (2,297 )
   Loss on debt settlement           (63,752 )
   Other income           15,900  
   Proceeds from sale of royalty interests (Note 7 (c))   925,000         925,000  
   Income from options granted on mineral properties       1,487,423     1,487,423  
                   
Total Other Income (Expenses)   918,058     658,702     1,455,687  
                   
Net Loss and Comprehensive Loss   (1,943,246 )   (2,384,693 )   (26,490,354 )
Net Loss and Comprehensive Loss Attributable to Non-                  
Controlling Interest           8,719,455  
Net Loss and Comprehensive Loss Attributable to the Company   (1,943,246 )   (2,384,693 )   (17,770,899 )
                   
Net Loss Per Share – Basic and Diluted   (0.02 )   (0.02 )      
                   
Weighted Average Shares Outstanding   112,844,035     97,233,696        

The accompanying notes are an integral part of these consolidated financial statements

F-4


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US dollars)

    For the     For the     Accumulated From  
    Year Ended     Year Ended     December 11, 2006  
    March 31,     March 31,     (Date of Inception)  
    2013     2012     to March 31, 2013  
    $     $     $  
Operating Activities                  
Net Loss   (1,943,246 )   (2,384,693 )   (17,770,899 )
Adjustments to reconcile net loss to cash used in operating activities:                  
   Depreciation   40,391     36,210     114,703  
   Directors' compensation share payments           35,000  
   Impairment of mineral property acquisition cost   15,350     441,612     11,600,053  
   Loss on debt settlement           63,752  
   Loss on sales of investments       757,489     752,489  
   Loss in subsidiary attributed to non-controlling interest           (8,719,455 )
   Restructuring charges           (110,019 )
   Share payment for consulting services       48,900     2,746,501  
   Share payments received for options granted on mineral properties       (990,000 )   (990,000 )
   Cash received from options granted on mineral properties       (497,423 )   (497,423 )
   Stock-based compensation   362,336     213,825     2,170,150  
Changes in operating assets and liabilities:                  
   Decrease (Increase) in prepaid expenses and other   9,117     (30,502 )   (4,559 )
   Decrease (Increase) in amounts receivable   2,423     256,968     (47,088 )
   Increase (Decrease) in amounts due to/from related parties   143,874     (125,230 )   144,374  
   Increase (Decrease) in accounts payable   454,535     (44,066 )   623,190  
   Increase (Decrease) in accrued expenses   261,460     (72,446 )   308,554  
   Increase (Decrease) in other payables   100,090     (756 )   103,720  
Net Cash Provided By (Used In) Operating Activities   (553,670 )   (2,390,112 )   (9,476,957 )
Investing Activities                  
   Acquisition of property, plant and equipment   (331 )   (62,157 )   (203,891 )
   Cash payment for acquisition of mineral properties   (50,000 )   (774,262 )   (4,287,053 )
   Cash received from options granted on mineral properties       497,423     497,423  
   Proceeds of subsidiary stock issuances           1,600,300  
   Purchase of investment           (5,000 )
   Proceeds from sale of investments       232,511     242,511  
Net Cash Used In Investing Activities   (50,331 )   (106,485 )   (2,155,710 )
Financing Activities                  
   Proceeds from note payable   13,725         26,475  
   Repayment of note payable   (12,405 )       (25,155 )
   Proceeds from issuance of stock, net   287,000     737,100     11,853,071  
   Payment for cancellation of stock           (14,000 )
Net Cash Provided By Financing Activities   288,320     737,100     11,840,391  
Net (Decrease) Increase In Cash and Cash Equivalents   (315,681 )   (1,759,497 )   207,724  
Cash and Cash Equivalents at Beginning of Year   523,405     2,282,902      
Cash and Cash Equivalents at End of Year   207,724     523,405     207,724  

Supplemental Cash Flow Information (Note 11)

The accompanying notes are an integral part of these consolidated financial statements

F-5


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity
(Expressed in US dollars)

                                  Deficit              
                                  Accumulated     Total        
                            Common     During     Stockholders'     Non-  
    Common Stock     Additional     Subscription     Stock     Exploration     Equity     Controlling  
    Shares     Amount     Paid-in Capital     Receivable     Issuable     Stage     (Deficit)     Interest  
        $     $     $     $     $     $     $  
Balance, at December 11, 2006                                
                                                 
Common stock issued in December for cash at $0.001 per share   14,730,000     147     12,128     (9,775 )           2,500      
                                                 
Common stock issued in February for consulting service provided at $0.10 per share   2,370,000     24     197,476                 197,500      
                                                 
Subsidiary equity interest purchased in March by non-controlling interests                               10  
                                                 
Net loss for period                       (294,102 )   (294,102 )   (7,441 )
                                                 
Balance, at March 31, 2007   17,100,000     171     209,604     (9,775 )       (294,102 )   (94,102 )   (7,431 )
                                                 
Common stock issued in April for cash at $0.10 per share   5,172,000     52     430,948     (3,500 )           427,500      
                                                 
Common stock issued in October for cash at $0.75 per share   2,201,923     22     1,375,748                 1,375,770      
                                                 
Common stock issued in November for cash at $0.75 per share   48,000         30,000                 30,000      
                                                 
As of October, Subsidiary equity interest purchased by non- controlling interests                               100,300  
                                                 
Miscellaneous adjustments to Equity               (5 )           (5 )    
                                                 
Common stock issued in February for cash at $0.75 per share   60,720     1     37,949                 37,950      
                                                 
Net loss for year                       (619,622 )   (619,622 )   (8,705 )
                                                 
Balance, March 31, 2008   24,582,643     246     2,084,249     (13,280 )       (913,724 )   1,157,491     84,164  
                                                 
Common stock issued in April for cash at $0.75 per share   208,000     2     129,998                 130,000      
                                                 
Common stock issued in December for cash at $0.50 per share   1,765,765     18     735,667                 735,684      
                                                 
As of May, Subsidiary equity interest purchased by non-controlling interests                               250,000  

The accompanying notes are an integral part of these consolidated financial statements

F-6


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity
(Expressed in US dollars)

                                  Deficit              
                                  Accumulated     Total        
                            Common     During     Stockholders'     Non-  
    Common Stock     Additional     Subscription     Stock     Exploration     Equity     Controlling  
    Shares     Amount     Paid-in Capital     Receivable     Issuable     Stage     (Deficit)     Interest  
          $     $     $     $     $     $     $  
As of November, Subsidiary equity interest purchased by non- controlling interests                               250,000  
                                                 
As of November, Subsidiary equity interest purchased by non- controlling interests                               1,000,000  
                                                 
Subsidiary equity interest issued in December for mineral properties acquisition                               2,350,300  
                                                 
Common stock cancelled for refund at $0.50 per share   (33,600 )       (14,000 )               (14,000 )    
                                                 
Subsidiary equity interest issued in January for mineral properties acquisition                               1,690,000  
                                                 
Subsidiary equity interest issued in January for mineral properties acquisition                               1,840,000  
                                                 
Net loss for year                       (1,401,282 )   (1,401,282 )   (6,776,084 )
                                                 
Balance, March 31, 2009   26,522,808     266     2,935,914     (13,280 )       (2,315,006 )   607,894     688,380  
                                                 
Subsidiary equity interest issued in April for directors compensation                               35,000  
                                                 
Common stock issued in May for mineral properties acquisition   6,211,500     62     2,588,063                 2,588,125      
                                                 
Common stock issued in June for cash at $0.25 per share   1,747,200     17     363,983                 364,000      
                                                 
Common stock issued in June for consulting service provided   186,000     2     38,748                 38,750      
                                                 
Common stock issued in June for consulting service provided   1,186,200     12     322,113                 322,125      
                                                 
Common stock issued in June for consulting service provided   1,620,720     16     337,634                 337,650      
                                                 
Common stock issued in June for consulting service provided   179,122     2     59,705                 59,706      
                                                 
Subsidiary equity interest issued in June for mineral properties acquisition                               1,800,000  
                                                 
As of August, loss attributable to non-controlling interest                               (1,927,226 )
                                                 
As of August, Reverse acquisition restructuring of the non-controlling interest and investment held by parent company   18,198,000     182     (2,102,180 )   5             (2,101,993 )   (596,154 )

The accompanying notes are an integral part of these consolidated financial statements

F-7


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity
(Expressed in US dollars)

                                  Deficit              
                                  Accumulated     Total        
                            Common     During     Stockholders'     Non-  
    Common Stock     Additional     Subscription     Stock     Exploration     Equity     Controlling  
    Shares     Amount     Paid-in Capital     Receivable     Issuable     Stage     (Deficit)     Interest  
          $     $     $     $     $     $     $  
Common stock attached with warrants issued in September for cash at $0.60 per share   200,000     2     119,998                 120,000      
                                                 
Common stock issued in November for consulting service provided   255,000     3     152,997                 153,000      
                                                 
Common stock issued in November for consulting service provided   201,250     2     120,748                 120,750      
                                                 
Common stock issued in November for consulting service provided   1,450,000     15     1,217,986                 1,218,000      
                                                 
Common stock issued in December for consulting service provided   68,775     1     42,639                 42,640      
                                                 
Common stock attached with warrants issued   2,501,001     25     1,454,679                 1,454,704      
                                                 
Received subscription payment               13,275             13,275      
                                                 
Common stock attached with warrants issuable for private placement at $0.20 per share   7,343,650     73     1,457,157     (20,000 )           1,437,230      
                                                 
Net loss for year                       (6,107,243 )   (6,107,243 )    
                                                 
Balance, at March 31, 2010   67,871,225     679     9,110,183     (20,000 )       (8,422,249 )   668,613      
                                                 
Common stock attached with warrants issued in May for cash at $0.20 per share   3,129,350     31     625,839                 625,870      
                                                 
Common stock issued in April to settle debt   153,525     2     58,338                 58,340      
                                                 
Common stock issued in April to settle debt   85,000     1     34,849                 34,850      
                                                 
Common stock attached with warrants issued in May for cash at $0.20 per share               20,000             20,000      
                                                 
Common stock attached with warrants issued in August for cash at $0.225 per share, net of cost of $23,416   4,790,700     48     1,054,442                 1,054,490      
                                                 
Common stock issued in October to settle debt   217,100     2     102,036                 102,038      
                                                 
Stock options granted to directors and officers and consultant               1,593,989                 1,593,989      
                                                 
Common stock issued in November for consulting services   100,000     1     40,999                 41,000      
                                                 
Common stock issuable in February to settle debt                   35,000         35,000      

The accompanying notes are an integral part of these consolidated financial statements

F-8


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity
(Expressed in US dollars)

                                  Deficit              
                                  Accumulated     Total        
                            Common     During     Stockholders'     Non-  
    Common Stock     Additional     Subscription     Stock     Exploration     Equity     Controlling  
    Shares     Amount     Paid-in Capital     Receivable     Issuable     Stage     (Deficit)     Interest  
          $     $     $     $     $     $     $  
Common stock attached with warrants issued in March for cash at $0.15 per share   20,000,000     200     2,999,800                 3,000,000      
                                                 
Net loss for year                       (5,020,711 )   (5,020,711 )    
                                                 
  Balance, at March 31, 2011   96,346,900     964     15,620,475         35,000     (13,442,960 )   2,213,479      
                                                 
 Common stock issued in February to settle debt   145,833     1     34,999         (35,000 )            
                                                 
 Common stock issued in July to settle debt   163,000     2     48,898                 48,900      
                                                 
 Common stock issued in July for mineral property acquisition   830,000     8     224,092                 224,100      
                                                 
 Stock option re-pricing and issued in November           213,825                 213,825      
                                                 
 Common stock and warrants issuable                   737,100         737,100      
                                                 
 Net loss for year                       (2,384,693 )   (2,384,693 )    
                                                 
Balance, at March 31, 2012   97,485,733     975     16,142,289         737,100     (15,827,653 )   1,052,711      
                                                 
Common stock attached with warrants issued in April for cash at $0.06 per share   14,285,000     143     856,957         (737,100 )       120,000      
                                                 
Stock options granted to directors and officers and consultant           362,336                 362,336      
                                                 
Common stock attached with warrants issued in August for cash at $0.06 per share   2,783,334     28     166,972                 167,000      
                                                 
Net loss for year                       (1,943,246 )   (1,943,246 )    
                                                 
Balance, at March 31, 2013   114,554,067     1,146     17,528,554             (17,770,899 )   (241,199 )    

The accompanying notes are an integral part of these consolidated financial statements

F-9


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

1.

Nature of Operations and Going Concern

     

Lake Victoria Mining Company, Inc. (the “Company”) was incorporated on December 11, 2006 under the laws of the State of Nevada. The Company’s administrative office is located in Vancouver, Canada. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company has been in the exploration stage since inception and has not yet realized any revenues from its planned operations.

     

The Company’s principal business activity is the acquisition and exploration mineral properties. The Company is primarily conducting exploration activities on gold properties located in Tanzania. The Company is planning to run a small-scale gold mine on mineral properties under the Company’s primary mining licenses.

     

As of March 31, 2013, none of the Company’s mineral property interests had proven or probable reserves as determined under the requirements of SEC Industry Guide No. 7. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As shown in the accompanying financial statements, the Company has a working capital deficit of $921,787 and an accumulated deficit of $17,770,899 incurred through March 31, 2013. The Company also has no revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to continue the exploration for gold and uranium. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

     
2.

Summary of Significant Accounting Policies

     
a)

Basis of Presentation

     

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Kilimanjaro Mining Company, Inc. (“Kilimanjaro”), Lake Victoria Resources Company, (T) Ltd., Jin 179 Company Tanzania Ltd. and Chrysos 197 Company Tanzania Ltd. Significant intercompany accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.

     
b)

Use of Estimates

     

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, asset retirement obligations, stock-based compensation, financial instrument valuations and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

     
c)

Business Combinations

     

The Company follows the guidance in ASC 805, Business Combinations, and ASC 810, Consolidation. The net loss attributable to non-controlling interest recognized during the period from December 11, 2006 (date of inception) to March 31, 2013 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. As of March 31, 2013, a cumulative loss of $8,719,455 had been attributed to the non-controlling interest of the Company’s subsidiary.

F-10


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

2.

Summary of Significant Accounting Policies (continued)

     
d)

Basic and Diluted Net Income (Loss) Per Share

     

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As of March 31, 2013, the Company had 36,169,734 potentially dilutive securities outstanding.

     
e)

Cash and Cash Equivalents

     

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance or may be redeemed without significant penalties to be cash equivalents.

     

As of March 31, 2013 and 2012, the Company has approximately $2,500 and $40,000, respectively, deposited at FDIC insured banks in the United States. FDIC deposit insurance covers the balance of each depositor’s account up to $250,000 per insured bank.

     

As of March 31, 2013 and 2012, the Company has approximately $180,000 and $365,000, respectively, deposited in banks in Canada. CDIC deposit insurance covers the balance of each depositor’s account up to $100,000 per insured bank. These deposits include $6,778 (CAD$6,900) and $34,594 (CAD$ 34,500), respectively, of guaranteed investment certificates bearing variable interest at prime rate less 2.05% which is restricted in use for corporation credit cards.

     

As of March 31, 2013, the Company has Tanzania shillings of 8,380,000 (approximately $5,000) and $25,000 deposited in Tanzania. The Deposit Insurance Board in Tanzania insures up to 1,500,000 Tanzanian Shillings (approximately $900 as of March 31, 2013) per customer per bank. Any amount beyond the basic insurance amount may expose the Company to loss.

     
f)

Property and Equipment

     

Property and equipment consists of mining tools and equipment, furniture and equipment and computers and software which are depreciated on a straight-line basis over their expected lives of five years.

     
g)

Mineral Property Costs

     

Under US GAAP mineral property acquisition costs are ordinarily capitalized when incurred using ASC 805- 20-55-37, whether Mineral Rights are Tangible or Intangible Assets. The carrying costs are assessed for impairment under ASC 360-10-35-21, Accounting for Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying costs may not be recoverable. The Company expenses as incurred all property maintenance and exploration costs.

     

The Company also evaluates the carrying value of acquired mineral property rights in accordance with ASC 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. The Company records its interests in mining properties and areas of geological interest at cost.

F-11


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

2.

Summary of Significant Accounting Principles (continued)

     
h)

Long-Lived Assets

     

In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

     
i)

Asset Retirement Obligations

     

The Company accounts for asset retirement obligations in accordance with the provisions of ASC 440, Asset Retirement and Environmental Obligations which requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The Company did not have any asset retirement obligations as of March 31, 2013.

     
j)

Financial Instruments

     

ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

     

Level 1

     

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

     

Level 2

     

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

     

Level 3

     

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

     

The Company’s financial instruments consist principally of cash and cash equivalents, accounts payable, accounts payable to related party, other payables and notes payable.

     

Pursuant to ASC 825, the fair value of cash and cash equivalents are determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of accounts payable, accounts payable to related party, other payables and notes payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

F-12


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

2.

Summary of Significant Accounting Policies (continued)

     
j)

Financial Instruments (continued)

     

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of March 31, 2013 as follows:


      Fair Value Measurements Using  
      Quoted Prices in     Significant              
      Active Markets     Other     Significant        
      For Identical     Observable     Unobservable     Balance  
      Instruments     Inputs     Inputs     March 31,  
      (Level 1)   (Level 2)   (Level 3)   2013  
      $     $     $     $  
  Assets:                        
  Cash and cash equivalents   207,724             207,724  

  k)

Foreign Currency Translation

     
 

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

     
 

To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Canadian dollars and the Tanzanian Schilling. A portion of business transactions in Tanzania and mineral option purchase agreements are denominated in Tanzanian Schilling. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

     
  l)

Segment Information

     
 

At March 31, 2013, approximately $78,000 of property and equipment (2012 - $112,091) is located in Tanzania and $11,000 (2012 - $17,157) in Canada. Mineral properties totaling $591,400 (2012 - $556,750) are located in Tanzania. Although Tanzania is considered economically stable, it is always possible that unanticipated events in foreign countries could disrupt the Company’s operations.

     
  m)

Comprehensive Loss

     
 

ASC 220, Comprehensive Income, establishes standards for the reporting and display of other comprehensive loss and its components in the consolidated financial statements. As at March 31, 2013 and 2012, the Company had no items that represent other comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.

     
  n)

Income Taxes

     
 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-13


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

2.

Summary of Significant Accounting Policies (continued)

     
o)

Stock-Based Compensation

     

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

     

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

     

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

     
p)

Recently Adopted Accounting Pronouncements

     
i)

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The Company’s April 1, 2012 adoption of the updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows.

     
ii)

Comprehensive Income

In June 2011, the ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update required certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. The Company adopted the new guidance and its deferral and opted to present the total of comprehensive income in a single continuous statement of comprehensive income for its fiscal year beginning April 1 2011. The early adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

     
q)

Recently Issued Accounting Pronouncements

     
i)

Reporting of Amounts reclassified out of Accumulated Other Comprehensive Income

In February 2013, ASC guidance was issued related to items reclassified from Accumulated Other Comprehensive Income. The new standard requires either in a single note or parenthetically on the face of the financial statements:(i) the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and (ii) the income statement line items affected by the reclassification. The update is effective for the Company’s fiscal year beginning April 1, 2013 with early adoption permitted. The Company does not expect the updated guidance to have a significant impact on the consolidated financial position, results of operations or cash flows.

     
ii)

Disclosures about Offsetting Assets and Liabilities

In November 2011, ASC guidance was issued related to disclosures about offsetting assets and liabilities. The new standard requires disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The update is effective for the Company’s fiscal year beginning April 1, 2013, and interim periods within those annual periods. Retrospective application is required.

     

In January 2013, ASC guidance was issued to clarify that the disclosure requirements are limited to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (i) offset in the financial statements or (ii) subject to an enforceable master netting arrangement or similar agreement. The Company does not expect the updated guidance to have an impact on the consolidated financial position, results of operations or cash flows.

F-14


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

3.

Related Party Transactions and Balances

     
a)

As at March 31, 2013, the Company owed $144,374 (March 31, 2012 - $Nil) to five directors and officers of the Company. During the year ended March 31, 2013, the Company incurred $36,000 (2012 - $32,000) of directors fees and $72,080 (2012 - $73,459) of salary to a director, $42,000 (2012 - $42,000) of geologist consulting fees to a director, $384,256 (2012 - $311,745) of salaries to three directors and officers.

     
b)

As at March 31, 2013, the Company held $41,966 in trust with a company sharing a common director, which has been included in prepaid expenses and other (2012 - $27,750).

     
c)

At March 31, 2013, the Company owed $Nil (2012 - $500) of accounting fees to an individual related to an officer of the Company which has been included in accounts payable. During the year ended March 31, 2013, the Company incurred $2,000 (2012 - $6,000) of accounting fees to the individual.

     
4.

Property and Equipment

     

Property and equipment consists of the following:


      As at March 31, 2013     As at March 31, 2012  
            Accumulated     Net Book           Accumulated     Net Book  
      Cost     Depreciation     Value     Cost     Depreciation     Value  
      $     $     $     $     $     $  
  Mining tools and equipment   143,271     79,508     63,763     143,272     50,853     92,419  
  Vehicle   12,800     4,693     8,107     12,800     2,133     10,667  
  Furniture and equipment   12,127     6,194     5,933     12,127     3,769     8,358  
  Computer and software   35,693     24,308     11,385     35,361     17,557     17,804  
      203,891     114,703     89,188     203,560     74,312     129,248  

5.

Other Payables

   

As of March 31, 2013 and 2012, the Company withheld tax deductions of $103,720 and $3,111, respectively, to conform to local tax law.

   
6.

Note Payable

   

On July 26, 2012, the Company signed a finance agreement for $13,275 at an annual rate of 18.15% for an eleven month period, payable in monthly installments of $1,364 for general liability insurance.

   
7.

Mineral Property Acquisition and Exploration Costs

   

On May 4, 2009, Kilimanjaro completed a Property Acquisition Agreement (the “Geo Can Agreement”) with Geo Can (a related party, see Note 3). Under the terms of the agreement Kilimanjaro acquired a 100% interest in the mineral property assets, which included 33 gold prospecting licenses and 13 uranium licenses. Included in this agreement were the Kalemela project’s licenses, Geita project’s license, Uyowa Project’s licenses and Kinyambwiga project’s license and other projects’ licenses. Geo Can had entered into property option agreements, regarding some of these resource properties, with Lake Victoria before the share exchange agreement between Lake Victoria and Kilimanjaro on August 7, 2009, as a consequence Geo Can no longer has any interest in those prior property agreements.

   

All of the Company’s 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.

F-15


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

7.

Mineral Property Acquisition and Exploration Costs (continued)

   

The following is a continuity of mineral property acquisition costs incurred during the years ended March 31, 2013 and 2012:


    Geita     Singida     Uyowa     Handeni     Buhemba        
    Project     Project     Project     Project     Project     Total  
    $     $     $     $     $     $  
                                     
March 31, 2011   -     -     -     -     -     -  
Cash consideration   6,150     350,512     40,000     228,650     148,950     774,262  
Shares issued   -     -     -     116,100     108,000     224,100  
Impairment   -     (350,512 )   -     (91,100 )   -     (441,612 )
March 31, 2012   6,150     -     40,000     253,650     256,950     556,750  
Cash consideration   -     -     50,000     -     -     50,000  
Impairment   (6,150 )   -     -     (2,400 )   (6,800 )   (15,350 )
March 31, 2013   -     -     90,000     251,250     250,150     591,400  

The following is a continuity of mineral property exploration costs incurred and expensed during the years ended March 31, 2013 and 2012:

  Kalemela     Geita     Kinyambwiga     Suguti     Singida     Uyowa     North
Mara
    Handeni     Buhemba     Other
Projects
    Total  
     $      $              $      $      $      $          $      $  
Balance, March 31, 2011   640,404     415,789     494,861     51,640     1,319,884     36,287     31,744     -     -     22,303     3,012,912  
                                                                   
Exploration Expenditures:                                                                  
Camp, Field Supplies and Travel   -     5     20,109     15,324     34,632     51,730     4,698     19,335     18,772     6,296     170,901  
Geological Consulting and Wages   -     -     -     -     364,159     258,674     -     -     2,694     -     625,527  
Geophysical and Geochemical   288     2,045     58,304     19,939     123,502     199,670     29,792     69,138     55,707     23,926     582,311  
Parts and Equipment   -     -     4,196     11,605     56,853     55,188     5,393     28,292     13,679     -     175,206  
Project Administration Fee   -     -     6,027     2,747     1,802     17,238     133     2,393     1,191     146     31,677  
Vehicle and Fuel expenses   -     -     14,475     16,482     15,119     32,600     6,181     17,715     13,798     6,227     122,597  
Expense Reimbursements   -     -     -     -     (623,290 )   -     -     -           -     (623,290 )
    288     2,050     103,111     66,097     (27,223 )   615,100     46,197     136,873     105,841     36,595     1,084,929  
                                                                   
Balance, March 31, 2012   640,692     417,839     597,972     117,737     1,292,661     651,387     77,941     136,873     105,841     58,898     4,097,841  
                                                                   
Exploration Expenditures:                                                                  
Camp, Field Supplies and Travel   -     -     11,969     2,314     8,177     14,025     -     -     14,015     -     50,500  
Drilling Cost   -     -     -     -     -     441,819     -     -     50,484     -     492,303  
Geological Consulting and Wages   -     -     145,832     6,996     15,344     99,251     -     -     30,080     721     298,224  
Geophysical and Geochemical   -     -     5,723     291     -     13,007     -     -     9,999     1,684     30,704  
Parts and Equipment   -     -     1,779     74     998     2,105     -     -     599     -     5,555  
Study and Report   -     -     48,575     -     -     -     -     -     -     -     48,575  
Vehicle and Fuel expenses   -     -     6,384     3,096     1,674     11,585     -     -     12,056     -     34,795  
License Payments   -     -     -     -     -     -     -     -     -     298,775     298,775  
                                                                   
    -     -     220,262     12,771     26,193     581,792     -     -     117,233     301,180     1,259,431  
    -                                                              
Balance, March 31, 2013   640,692     417,839     818,234     130,508     1,318,854     1,233,179     77,941     136,873     223,074     360,078     5,357,272  

F-16


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

7.

Mineral Property Acquisition and Exploration Costs (continued)

     
a)

Kalemela Gold Project

     

The Kalemela Gold Project is located within the Southeastern Lake Victoria Goldfields in Northern Tanzania in Magu District, Mwanza Region.

     

As a part of the Geo Can Agreement, the Company acquired three prospecting licenses in the Kalemela Gold Project. As of March 31, 2013, all licenses had expired.

     
b)

Geita Project

     

The Geita Gold Project is located in Northern Tanzania within the Lake Victoria Goldfields in the Geita District, Mwanza Region.

     

As a part of the Geo Can Agreement, the Company acquired prospecting license PL2806 which was divided into two prospecting licenses. The two licenses expired.

     

On March 2, 2012, the Company was granted one license on Geita project for a total consideration of $12,300, of which $6,150 was paid on March 2, 2012 and $6,150 was due on July 30, 2012. The Company returned the license and the related capitalized acquisition costs of $6,150 were determined to be impaired as at March 31, 2013.

     
c)

Musoma Bunda - Kinyambwiga Project:

     

The Musoma Bunda Gold Project comprises of three prospecting licenses that are located on the eastern side of Lake Victoria.

     

Kinyambwiga project is part of the Musoma Bunda Gold Project. As a part of the Geo Can Agreement, the Company owns 100% interest of Kinyambwiga project’s one prospecting license and 24 primary mining licenses. The Kinyambwiga Gold Project is about 208 kilometers northeast of the city of Mwanza in northern Tanzania.

     

A director of the Company entered into Mineral Purchase agreements on behalf of the Company with 24 Primary Mining Licenses (PMLs) which are part of the Kinyambwiga Project and which are recorded in his name and are to be transferred over to the Company at a future date.

     

On August 3, 2012, the Company announced that it intends to offer up to 120 units of royalty at $25,000 per unit to raise up to $3,000,000 from participants by selling up to 60% of the net proceeds of gold production of the Company’s Kinyambwiga gold project through royalty purchase agreements. Each unit will entitle the holder to receive ½ of 1 percent (1/2%) of the net proceeds of production from small scale mining operations up to 60% of the net proceeds of gold production. As of March 31, 2013, the Company has received subscription payments totaling $925,000 for 37 units which is recognized in other income.

     
d)

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 February 7, 2011, this director has entered into Mineral Properties Sales and Purchase agreements and addendums with various PML owners to acquire PMLs in the Singida area. As of March 31, 2013, the Company has 100% acquired 23 PMLs and 20 PMLs with net smelter production royalty payments.

     

In May 2011, the Company entered into joint venture agreement and service agreement with Otterburn. The Company received option payment of $300,770 in cash and 1,100,000 common shares of Otterburn which were sold to unrelated parties at a price of CAD$0.10 per share. The Company received exploration cost reimbursements from Otterburn of $1,137,226. In July, 2011, Otterburn terminated the agreements.

     

As of March 31, 2013, under the terms of the mineral properties sales and purchase agreements the Company has completed option payments in the amount of $2,058,322. On February 8, 2013, the Company issued a notice of the final buyout payment of 20 PMLs to the Singida PMLs owners. The payment will be made in a form of a 2% Net Smelter Production royalty. The Company also agreed to increase the royalty by 1% to 3% if commercial production is delayed beyond March 2015.

     

Pursuant to the Mineral Financing Agreement, the Company has made payments of $Nil in fiscal 2013 and $350,512 in fiscal 2012.

F-17


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

7.

Mineral Property Acquisition and Exploration Costs (continued)

       
e)

Uyowa Project

       

As a part of the Geo Can Agreement the Company owns 100% interest in the Uyowa project’s prospecting licenses. As of March 31, 2013, the Uyowa Gold project consists of six prospecting licenses and a total of four legal PMLs.

       

On July 19, 2011, Guardian Investment Ltd, a related party, on behalf of the Company, entered into a mineral properties option agreement to acquire four primary mining licenses within the northern most prospecting license of the seven comprising the Uyowa Gold project. Total consideration includes:

       
1)

paying $20,000 within 7 days after execution date. The payment was made on July 21, 2011;

       
2)

paying $20,000 on or before the earlier of location of a drilling rig on each PML in good working condition or January 16, 2012. The payment was made on September 6, 2011;

       
3)

paying a total amount of $450,000, of which $25,000 due in July 2012 (paid), $25,000 due in 2013 January (paid), $360,000 due in 2013 July and $40,000 due in 2014 January;

       
4)

a royalty of 1% of net profit interest may be purchased at any time after completing $400,000 of payments by paying $250,000 per PML.


  f)

Handeni Project

     
 

On April 20, 2011, the Company signed a license purchase agreement to acquire one prospecting license. The total consideration was $113,250, of which $77,250 was paid on May 13, 2011 and $36,000 was paid on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.

     

On May 30, 2011, the Company signed a prospecting license purchase agreement to acquire a second prospecting license. The total consideration was $450,000 of which $10,000 paid on June 16, 2011. On June 14 and 20, 2011, the Company paid $3,000 in cash and issued 30,000 common shares with a fair value of $8,100. On September 20, 2011, the Company terminated this purchase agreement. Capitalized acquisition costs of $21,100 were determined to be impaired.

     
 

On July 1, 2011, the Company signed a prospecting license purchase agreement to acquire a third prospecting license. The total consideration includes: 1) paying a total amount of $470,000 to earn up to 90% of interest, of which $20,000 paid on July 6, 2011 and $50,000 paid on September 21, 2011, $50,000 due in 2012, $100,000 due in 2013, $125,000 due in 2014 and $125,000 due in 2015; 2) paying $1,500,000 on or before September 21, 2015 to earn final 10% interest.


 

On March 21, 2012, the Company terminated this agreement. Capitalized acquisition costs of $70,000 were determined to be impaired.

     
 

On March 7, 2012, the Company was granted one license on Handeni project for a total consideration of $4,800, of which $2,400 was paid on March 7, 2012 and $2,400 was due on August 14, 2012. As at March 31, 2013, the Company returned the license and capitalized acquisition costs of $2,400 were determined to be impaired.

     
  g)

Buhemba Project

     
 

Buhemba Project consists of two prospecting licenses. One prospecting license is a part of the Geo Can Agreement the Company owns 100% interest.

     
 

On April 20, 2011, the Company signed license purchase agreement to acquire one prospecting license. The total consideration was $112,150, of which $89,650 was paid on April 29, 2011 and $22,500 was paid on July 14, 2011. On June 14 and June 20, 2011 the Company paid a finder’s fee of $30,000 in cash and issued 400,000 common shares with a fair value of $108,000.

     
 

On March 7, 2012, the Company was granted one license on Buhemba project for a total consideration of $76,800, of which $6,800 was paid on March 7, 2012, $35,000 was due on September 3, 2012 and $35,000 was due on October 5, 2012. As at March 31, 2013, the Company has not paid outstanding payments and capitalized acquisition costs of $6,800 were determined to be impaired.

F-18


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

8.

Capital Stock

     

Preferred Stock

     

The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of March 31, 2013, the Company has not issued any preferred stock.

     

Common Stock

     

On December 7, 2010, the Company’s shareholders approved a resolution to amend the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

     
a)

On August 16, 2012, the Company completed a second closing of a private placement of 2,783,334 units at $0.06 per unit for gross consideration of $167,000. Each unit consists of one share of common stock and one redeemable warrant. One redeemable warrant entitles the holder to purchase one additional share of common stock at $0.12 per share until August 16, 2014. The redeemable warrants are callable by the Company if the closing sales price of the common shares is equal to or greater than $0.18 per common share in 10 consecutive trading days.

     
b)

On April 17, 2012, the Company completed a first closing of a private placement of 14,285,000 units at $0.06 per unit for gross consideration of $857,100. Each unit consists of one share of common stock and one redeemable warrant. One redeemable warrant entitles the holder to purchase one additional share of common stock at $0.12 per share until April 17, 2014. The redeemable warrants are callable by the Company if the closing sales price of the common shares is equal to or greater than $0.18 per common share in 10 consecutive trading days.

     
c)

On April 20 and May 30, 2011, the Company entered into three prospecting licenses purchase agreements to acquire three prospecting licenses. As per the agreements, the Company agreed to pay a finder’s fee of 830,000 common shares. On June 20, 2011, the Company issued 830,000 common shares with a fair value of $224,100 as a finders’ fee.

     
d)

On April 8, 2011, the Company signed a debt settlement agreement with a consultant to settle a consulting fee of $80,614 for geological and business development services provided. The Company agreed to pay $31,714 cash and 163,000 shares with a fair value of $0.30 per share to settle an outstanding balance of $48,900.

     
e)

On February 24, 2011, the Company signed debt settlement and subscription agreement with a director to settle a consulting fee of $35,000 in exchange for 145,833 shares of common stock with a fair value of $0.24 per share. On June 20, 2011, the Company issued the shares to the director.

     
9.

Stock Options and Warrants

     

On October 7, 2010, the Company adopted the 2010 Stock Option Plan under which the Company is authorized to grant stock options to acquire up to a total of 10,000,000 shares of common stock.

     

On April 30, 2012, the Company granted 4,800,000 stock options to seven directors and officers, and 120,000 stock options to a senior geological consultant at an exercise price of $0.09 per share which will expire on April 30, 2015. All stock options are non-qualified and vested immediately. The weighted average grant date fair value of stock options granted during the year ended March 31, 2013 was $0.07. During the year ended March 31, 2013, the Company recorded stock-based compensation of $362,336 for these stock options.

     

On November 4, 2011, the Company re-priced the exercise price of 120,000 stock options with an exercise price of $0.29 per share to $0.15 per share. The maturity date was also extended from October 7, 2013 to November 4, 2014. These stock options were granted on October 7, 2010. Modifications to the terms of an award are treated as an exchange of the original award for a new award. Incremental stock based compensation is measured as the excess, if any, of the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. During the twelve months ended March 31, 2012, the Company recognized an incremental compensation cost of $3,510 for these modified stock options.

     

On November 4, 2011, the Company re-priced the exercise price of 4,080,000 stock options with an exercise price of $0.45 per share to $0.15 per share. The maturity date was also extended from October 21, 2013 to November 4, 2014. These stock options were granted on October 21, 2010. Modifications to the terms of an award are treated as an exchange of the original award for a new award. Incremental stock based compensation is measured as the excess, if any, of the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. During the twelve months ended March 31, 2012, the Company recognized an incremental compensation cost of $161,531 for these modified stock options.

F-19


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

9.

Stock Options and Warrants (continued)

   

On November 4, 2011, the Company granted 100,000 stock options to an officer and 300,000 stock options to a senior geological consultant at an exercise price of $0.15 per share which will expire on November 4, 2014. All stock options are non-qualified and vested immediately. The weighted average grant date fair value of stock options granted during the twelve months ended March 31, 2012 was $0.12. During the twelve months ended March 31, 2012, the Company recorded stock-based compensation of $48,784 for these stock options.

   

The weighted average assumptions used in the Black-Scholes valuation model were as follows:


            Year Ended  
      March 31,     March 31,  
      2013     2012  
  Expected dividend yield   0%     0%  
  Risk-free interest rate   0.38%     0.37%  
  Expected volatility   158%     152%  
  Expected option life (in years)   3.00     3.00  

The total intrinsic value of stock options exercised during the years ended March 31, 2013, and 2012 was $nil. The following table summarizes the continuity of the Company’s stock options:

                  Weighted-        
            Weighted     Average        
            Average     Remaining     Aggregate  
      Number of     Exercise     Contractual     Intrinsic  
      Options     Price     Life (years)     Value  
            $           $  
  Outstanding, March 31, 2011 (1)   4,200,000     0.15              
  Granted   400,000     0.15              
  Outstanding, March 31, 2012   4,600,000     0.15            
  Granted   4,920,000     0.09            
  Outstanding, March 31, 2013   9,520,000     0.12            
  Exercisable, March 31, 2013   9,520,000     0.12     1.85      

At March 31, 2013 and 2012, the Company did not have any unvested options.

(1) March 31, 2011, weighted average exercise price was revised to the November 4, 2011 option amendment agreement.

The following table summarizes the continuity of the Company’s warrants:

      Number of           Weighted-        
      Shares     Weighted     Average        
      Issuable     Average     Remaining     Aggregate  
      Upon     Exercise     Contractual     Intrinsic  
      Exercise     Price     Life (years)     Value  
            $           $  
                           
  Outstanding, March 31, 2011   41,404,901     1.08              
  Expired   (20,000,000 )   0.30              
  Outstanding, March 31, 2012   21,404,901     0.91     1.05      
  Granted   17,068,334     0.12              
  Expired   (11,823,501 )   1.25              
  Outstanding, March 31, 2013   26,649,734     0.26     0.84      

F-20


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

9.

Stock Options and Warrants (continued)

   

The Company had the following warrants outstanding as of March 31, 2013:


  Exercise Price per  
  Share Shares Issuable
Expiration Date $ Upon Exercise
     
August 13, 2013 (1) 0.40 4,790,700
August 13, 2013 (1) 0.60 4,790,700
April 17, 2014 (2) 0.12 14,285,000
August 16, 2014 (2) 0.12 2,783,334
    26,649,734

(1) These redeemable warrants are callable by the Company upon 20 days written notice to the warrant holder. If the redeemable warrants are not exercised within 20 days of being called, they will terminate and may not be exercised thereafter.

   

(2) These redeemable warrants are callable by the Company if the closing sales price of the common shares is equal to or greater than $0.18 per common share in 10 consecutive trading days.

   
10.

Income Taxes

   

The Company has adopted the provisions of ASC 740, Income Taxes . Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years.

   
  The Company is subject to U.S. federal and statement income tax and has concluded substantially all U.S. federal and state income tax matters for tax years through March 31, 2009. The tax filings for years from 2010 to 2012 are subject to be audited by U.S. jurisdictions. The Company’s Tanzania subsidiaries are subject to Tanzania income tax, the tax filing for year 2012 is subjected to be audited by Tanzania jurisdictions.
   

The components of the net deferred tax asset at March 31, 2013 and 2012, the statutory tax rate, the effective tax rate, and the amount of the valuation allowance are indicated below:


      March 31,     March 31,  
      2013     2012  
      $     $  
               
  Net loss before taxes   (1,943,246 )   (2,384,693 )
  Statutory rate   34%     34%  
               
  Computed expected tax (recovery)   (660,704 )   (810,795 )
  Permanent differences   123,195     72,700  
  Other   30,925     (105,480 )
  Change in valuation allowance   506,584     843,575  
               
  Income taxes        

      March 31,     March 31,  
      2013     2012  
      $     $  
               
               
  Net operating loss carryforwards   2,917,972     2,613,574  
  Mineral property acquisition and exploration   5,284,490     5,082,304  
  Deferred tax assets   8,202,462     7,695,878  
  Valuation allowance   (8,202,462 )   (7,695,878 )
  Net deferred tax assets        

The Company has incurred operating losses of approximately $8,765,061 which, if unutilized, will expire through to 2033 except for Tanzanian tax losses which carry forward indefinitely. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. The following table lists the fiscal years in which loss carryforwards expire:

F-21


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

10.

Income Taxes (continued)


  Expiration
Loss Date
 
   
722,397 2027
554,471 2028
1,258,790 2029
2,344,312 2030
987,895 2031
410,801 2032
932,689 2033
1,553,706 Indefinitely
8,765,061  

11.

Supplemental Cash Flow Information


      For the     For the     Accumulated From  
      Year Ended     Year Ended     December 11, 2006  
      March 31,     March 31,     (Date of Inception)  
      2013     2012     to March 31, 2013  
      $     $     $  
   Non-cash Investing and Financing Activities                  
   Accounts receivable payable exchanged for long-term investment           460,019  
   Accounts receivable exchanged for mineral property acquisition           1,039,981  
   Investment acquired for amount payable       12,530     12,530  
   Receivable exchange for long-term investment           10,000  
   Share payments received for options granted on mineral properties       990,000     990,000  
   Stock issued for mineral interest acquisition costs       224,100     7,904,400  
   Stock issued for services           2,382,523  
   Stock issued for subscription receivable           33,275  
   Stock issued to settle debt       83,900     230,227  
  Supplemental Disclosures                  
     Interest paid   1,252         2,297  
     Income tax paid            

12.

Commitments

       
a)

On May 11, 2010, the Company entered into an agreement with a consultant to provide services as a Senior Geological Consultant. The Company original agreement was amended on October 21, 2010 and December 23, 2012. Under the amended agreement, the Company is committed to:

       
i.

monthly payments of $20,000 to $6,000 to the consultant commencing July 1, 2012 and until the mechanical completion of the first small scale gold mining operation;

       
ii.

issuing 300,000 stock options to the Consultant on November 1, 2012 and 2013, the Company will only grant the Consultant the additional stock options when the Company achieves a positive operating cash flow and upon the approval by the board of directors.


  b)

On October 7, 2010, the Company entered into a consulting agreement with Misac Noubar Nabighian to provide geophysical data processing and geophysical data interpretation services to the Company in consideration for:

       
  i.

granting the Consultant an option to acquire 120,000 shares of common stock of the Company pursuant to the terms of the Company’s 2010 Stock Option Plan, at an exercise price of $0.29 per share, exercisable until October 7, 2013 and vesting immediately. On October 7, 2010, the Company granted 120,000 options to the Consultant;

F-22


Lake Victoria Mining Company, Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2013
(Expressed in US dollars)

12.

Commitments


  ii.

paying the Consultant 0.5% of the net proceeds from the sale of any mining properties;

     
  iii.

granting the Consultant a royalty on producing properties as follows: (a) $1.00 per ounce of gold produced or 0.25% of net smelter returns (as such term is defined in the Agreement), whichever is greater, and (b) 0.25% of net smelter returns for all other commercial production.


 

The agreement is for a term of 36 months and may be renewed at the option of the Company upon 30 days written notice.

       
  c)

On April 26, 2011, the Company entered into an agreement with a director to provide geologist consulting services commencing April 1, 2011 for a period of two years. The Company will pay the consultant $3,500 per month, and will grant 250,000 stock options annually at each anniversary of the agreement.

       
  d)

On November 10, 2012, the Company entered into a finder’s fee agreement with Berkshire Investment Ltd. (“Berkshire). The Company agreed to pay Berkshire fees limited to the 10% of the gross proceeds received by the Company from the investors in royalty purchase agreements introduced to the Company by Berkshire. The agreement is valid for two years.

       
  e)

On January 9, 2013, the Company entered into a mining project manager contracting agreement with Camlaren Mine Development (the “Consultant”). The agreement is valid for two years and may be renewed for another four years. The Company agreed to pay the Consultant a base compensation of $700 per day before the fulltime contract load and $15,000 per month upon reaching the fulltime contract load, and the incentive bonuses as follows:

       
  i)

$50,000 bonus based on Mechanical Completion of mine and recovery plant to be based on Mutually Accepted Mining Forecast (MAMF) and based on a minimum of 75 days of commercial production from start up date at a minimum average production of 90% of MAMF;

       
  ii)

a bonus of 0.5% of gross profit if production is 80% of MAMF or a bonus of 1.5% of the gross profit when production is 100% of MAMF;

       
  iii)

a bonus of 5% of the difference between MAMF gross profit and the gross profit achieved when production reaches or exceeds 115% of MAMF;

       
  iv)

in the event that the annualized income reaches and/or exceeds $400,000 per year, the Consultant and the Company will revisit and renegotiate the acceptable terms of compensation.


  f)

On January 4, 2010, the Company entered into a finder’s fee agreement with Robert A. Young, The RAYA Group (“Young”) wherein the Company agreed to pay Young fees limited to introductions that Young makes to the Company of investors who invest in the Company’s private placements or become involved with the Company through joint venture property agreements. No Finder’s fees will be paid in connection with any introduction to any existing contacts of the Company. The fee will be 10% of the first $10,000,000 and 5% of amounts in excess of $10,000,000. The term of the finder’s fee agreement is five years.


13.

Subsequent Events

   

The Company received subscription payments totalling $175,000 for seven units of the royalty purchase offering described in Note 7(c) in May and June 2013.

F-23


59

ITEM 9.                     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.                  CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and our principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this annual report on Form 10-K, these disclosure controls and procedures were not effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.

Management’s Report on Internal Control over Financial Reporting

Our company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting are designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of March 31, 2013 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting were not effective as of March 31, 2013. The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Our company plans to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) is largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.


60

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.

Changes in Internal Control over Financial Reporting.

There were no changes in our company’s internal control over financial reporting during the year ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

ITEM 9B.                  OTHER INFORMATION

None.

PART III

ITEM 10.                  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Directors and Executive Officers Our directors and executive officers, their ages, positions held, and duration of such, are as follows:


Name
Position Held with the
Company

Age
Date First Elected
or Appointed
David Kalenuik President, Chief Executive Officer and Director 55 October 7, 2010
Ming Zhu Chief Financial Officer 41 October 7, 2010
Heidi Kalenuik Secretary, Treasurer and Director 46 June 28, 2008
Roger A. Newell Director 70 June 28, 2008
Ahmed A. Magoma Director 46 June 28, 2008
Ian A. Shaw Director, Chairman of Audit Committee 73 April 8, 2010
David Ralph Webb Director 54 March 01, 2013

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

David Kalenuik, President, Chief Executive Officer, and Director

Mr. Kalenuik became a director and was appointed President and Chief Executive Officer on October 7, 2010. Mr. Kalenuik has spent the last 35 years primarily as founder and owner of his own businesses. These businesses have ranged from product or service oriented to investor relations for publicly traded companies. Since December 2006, David has been actively involved with Kilimanjaro Mining Company Inc. and Lake Victoria Mining Company, Inc. in the identification, negotiation and acquisitions of mineral resource properties in Tanzania, East Africa. David as an International Businessman has extensive experience in start up operations, business development, strategic planning and management of both private and public companies. To date, he has been directly and indirectly responsible for the financing of each of the companies that he has been involved with. His previous experience includes being the President and Co-Founder of Larrearx, Inc./Larrea Biosciences Inc., a patented nutritional and health care supplements company, and, the President and Founder of Mitropolis Solutions Inc., a Vancouver based investor relations/investment banking firm that successfully financed and created public awareness programs for numerous public companies.

We believe Mr. Kalenuik is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.


61

Ming Zhu, Chief Financial Officer

Ming Zhu (B.Comm. MA) has worked along side the management team since 2006. Ming attained a Bachelor's Degree in Accounting and Finance in 1995. He has more than 10 years’ experience specializing in corporate finance and accounting. His portfolio includes working for multinational companies as their finance manager in New York and China. He worked as a financial controller for an international trading firm for 2 years before graduating from the University of Newcastle in the UK with his Master's Degree in 2003 where he majored in Financial Analysis. He worked with a Canadian CA accounting firm prior to joining our management team as the Financial Controller and a Director in Kilimanjaro Mining Company Inc., a gold and uranium exploration company that is now a wholly owned subsidiary. From August 2009, he has been serving as the Financial Controller for us and on October 7, 2010 he became the Chief Financial Officer for us.

Heidi Kalenuik, Secretary, Treasurer and a Director

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. Ms. Kalenuik has been extensively involved in the precious mineral industry and has worked with over 150 private and public companies in British Columbia, Canada.

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 our activities having been the President of Kilimanjaro Mining Company, now a wholly owned subsidiary. We believe Ms. Kalenuik is qualified to serve on our board of directors for the same reasons.

Roger Newell, Director

Roger Newell has been a director of our company since June 2008 and was our President, Principal Executive Officer from June 2008 to October 7, 2010. 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.

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 Dr. Newell was appointed President and Director of Lake Victoria Mining Company (OTCBB; LVCA) in consideration of his history in gold exploration and mining. We believe Dr. Newell is qualified to serve on our board of directors for the same reasons. He holds an MSc in Geology from the Colorado School of Mines and a PhD in Mineral Exploration from Stanford University. He is a Registered Professional Geologist.

Dr. 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 Gold’s engineering and business development at El Chanate Gold, Mexico and continued to serve on Capital Gold Corp’s Board of Directors until November 2009. He also served as President (2000 to 2006) of Capital Gold’s 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.

Ahmed Magoma, Director

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. Mr. Magoma has been a director of Geo Can Resources Company Ltd., a private company, from April 2007 to present. In addition to being a director with Kilimanjaro, Mr. Magoma is responsible for all resource property acquisitions, negotiations with property owners and government relations 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. From 2005 to December 2007, Mr. Magoma was the Senior Project Geologist for Tanzanite Africa Ltd., a private African company.


62

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 our projects and operations in Tanzania. His position as a Director, and his experience with the Mining Law along with his Tanzanian activities are very important and valuable to our programs. We believe Mr. Magoma is qualified to serve on our board of directors for the same reasons.

Ian A Shaw , Director and 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 us he is currently a director of Pelangio Exploration Inc. and Chief Financial Officer of Olivut Resources Ltd., both of which are located in Canada and listed on the TSX Venture Exchange.

We believe Mr. Shaw is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.

David Ralph Webb, Director

Dr. Webb became a director in Lake Victoria on March 1 st , 2013. He is a registered Professional Geologist and has spent the past 25 years as president of DRW Geological Consultants Ltd. providing technical and operating services to companies in the mining exploration, development and production industry. In this capacity he has served as a director and president to three different mining companies and provided consulting services to dozens of other mid-tier and junior companies, most recently having been a director and president of Tyhee Gold Corp, leading it to the discovery and development of its multi-million ounce Yellowknife Gold Project, currently in phases of production permitting.

Dr. Webb graduated from the University of Toronto with a B.A.Sc. (engineering), winning scholarships and bursaries for the highest marks in third and fourth year field courses. He has a M.Sc. from Queens University and a Ph.D. from the University of Western Ontario in Geological Sciences. He was a board member for the NWT and the Nunavut Chamber of Mines, a member of the Education Committee for the Association for Mineral Exploration, a B.C., Blockwatch Captain in Surrey, B.C., and a member of NAPEGG, CIM, PDAC, AMEBC and SEG.

We believe Dr. Webb is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his business experiences described above.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships among our directors or officers, other than David Kalenuik and Heidi Kalenuik who are husband and wife.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

  1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

     
  2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

     
  3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;



63

  4.

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

     
  5.

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

     
  6.

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our annual report filed on Form 10-K with the SEC on June 26, 2008.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that other than as disclosed below, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.



Name


Number of Late Reports
Number of Transactions
Not Reported on a
Timely Basis

Failure to File
Requested Forms
David Kaleniuk 1 (1) 1 Nil
Heidi Kalenuik 1 (1) 2 Nil
Roger Newell 1 (1) 1 Nil
Ian A. Shaw 1 (1) 1 Nil
Ahmed Magoma 1 (1) 1 Nil
Ming Zhu 1 (1) 1 Nil
David Ralph Webb 1 (2) 1 Nil

(1)

Filed a Form 4 – Statement of Changes in Beneficial Ownership late.

(2)

Filed a Form 3 – Initial Statement of Beneficial Ownership of Securities late.



64

ITEM 11.                  EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

  (a)

our principal executive officers during the year ended March 31, 2013;

     
  (b)

each of our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at March 31, 2013; 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 March 31, 2013,

whom we collectively refer to as the “named executive officers”, for the fiscal years ended March 31, 2013 and 2012, are set out in the following summary compensation table:

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
($)
Total
($)
David
Kalenuik (1)
President and
Chief
Executive
Officer
2013
2012



182,233 (2)
202,198 (2)



Nil
Nil



Nil
Nil



17,500 (6)
39,591 (7)



Nil
Nil



Nil
Nil



Nil
Nil



199,733
241,789



Ming Zhu (3)
Chief
Financial
Officer
2013
2012

89,589 (4)
90,605 (4)

Nil
1,035 (4)

Nil
Nil

21,000 (6)
20,114 (7)(8)

Nil
Nil

Nil
Nil

Nil
Nil

110,589
111,754

Heidi
Kalenuik
Secretary and
Treasurer
2013
2012

101,651 (5)
102,604 (5)

Nil
1,035 (5)

Nil
Nil

210,000 (6)
33,256 (7)

Nil
Nil

Nil
Nil

Nil
Nil

311,651
136,895

Notes

(1)

David Kalenuik was appointed our President and Chief Executive Officer on October 7, 2010.

   
(2)

During the fiscal year ended March 31, 2013, David Kalenuik received consulting fees of $106,215 in cash and deferred compensation of $76,018 to be paid for his services rendered. During the fiscal year ended March 31, 2012, David Kalenuik received consulting fees of $202,198 in Cash.

   
(3)

Ming Zhu was appointed our Chief Financial Officer on October 7, 2010.

   
(4)

During the fiscal year ended March 31, 2013, Ming Zhu received salary of $59,683 in cash and deferred compensation of $29,906. During the fiscal year ended March 31, 2012, Ming Zhu received salary of $90,605 and bonus of $1,035 in cash.

   
(5)

During the fiscal year ended March 31, 2013, Heidi Kalenuik received salary of $59,119 in cash and deferred compensation of $42,532. During the fiscal year ended March 31, 2012, Heidi Kalenuik received salary of $102,604 and bonus of $1,035 in Cash.



65

(6)

On April 30, 2012, the Company granted 4,800,000 stock options to seven directors and officers at an exercise price of $0.09 per share which expired on April 30, 2015. David Kalenuik was granted 500,000 options with a fair value of $35,000, Heidi Kalenuik was granted 3,000,000 options with a fair value of $210,000, Roger Newell was granted 250,000 options with a fair value of $17,500 and Ming Zhu was granted 300,000 options with a fair value of $21,000 1 .

   
(7)

On November 4, 2011, we re-priced the exercise price of 4,080,000 stock options with an exercise price of $0.29 per share to $0.15 per share. The maturity date was also extended from October 7, 2013 to November 4, 2014. These stock options were granted on October 21, 2010 and originally expire on October 21, 2013. During the twelve months ended March 31, 2012, the Company recognized an incremental compensation cost of $161,531 for these modified stock options.

   

David Kalenuik received an incremental compensation cost of $39,591, Heidi Kalenuik received an incremental compensation cost of $33,256, Ming Zhu received an incremental compensation cost of $7,918, Roger Newell received an incremental compensation cost of $33,256.

   
(8)

On November 4, 2011, Ming Zhu received 100,000 stock options at an exercise price of $0.15 per share which will expire on November 4, 2014. All stock options are non-qualified and vested immediately. The fair value was estimated at $12,196.

Employment Contracts

On April 26, 2011, we entered into an employment letter agreement with Heidi Kalenuik, pursuant to which we employed Mrs. Kalenuik to, among other things: carry out the duties and responsibilities of the position of Secretary, Treasurer and Supervisor of Operations of the Company. As consideration for the performance of her duties under the employment letter agreement, we agreed to pay Mrs. Kalenuik CDN$102,000 (approximately US$107,017) per year commencing April 1, 2011. Mrs. Kalenuik is also entitled to receive a one-time bonus in the amount of CDN$1,000 (approximately US$1,049).

On April 26, 2011, we entered into a consulting agreement with David Kalenuik. As consideration for the performance of his consulting services under the agreement, we agreed to pay Mr. Kalenuik CDN$10,000 (approximately US$10,492) per month commencing April 1, 2011, plus applicable taxes. The consulting agreement is for a term of two years and the management renewed the consulting agreement.

Effective April 26, 2011, we entered into an employment letter agreement with Ming Zhu, pursuant to which we employed Mr. Zhu to, among other things: carry out the duties and responsibilities of the position of Chief Financial Officer. As consideration for the performance of his duties under the employment letter agreement, we agreed to pay Mr. Zhu CDN$90,000 (approximately US$94,427) per year commencing April 1, 2011. Mr. Zhu is also entitled to receive a one-time bonus in the amount of CDN$1,000 (approximately US$1,049).

On April 26, 2011, we entered into a consulting agreement with Roger Newell. As consideration for the performance of his consulting services under the agreement, we agreed to pay Mr. Newell USD$3,500 per month commencing April 1, 2011, plus applicable taxes. The consulting agreement is for a term of two years and the agreement expired in April 2013.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We have no plans or arrangements in respect of remuneration received or that may be received by our directors or executive officers to compensate such directors or officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

__________________________________________
1
The fair value of the options was estimated using the Black-Scholes pricing model based on the following assumptions: dividend yield of 0%; risk-free interest rate of 0.38%; expected life of three years; and volatility of 158%


66

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each executive officer certain information concerning the outstanding equity awards as of March 31, 2013.

  OPTION AWARDS STOCK AWARDS
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Shares or
Units of
Stock
That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
David
Kalenuik (1)
President and
Chief Executive
Officer
1,000,000
500,000


Nil



Nil



$0.15
$0.09


November 04,
2014,
April 27, 2015

Nil



Nil



Nil



Nil



Ming Zhu (2)
Chief Financial
Officer
300,000
300,000
Nil

Nil

$0.15
$0.09
November 4,
2014,
April 27, 2015
Nil

Nil

Nil

Nil

Heidi Kalenuik
Secretary and
Treasurer
840,000
3,000,000
Nil

Nil

$0.15
$0.09
November 4,
2014,
April 27, 2015
Nil

Nil

Nil

Nil


(1)

David Kalenuik was appointed our President and Chief Executive Officer on October 7, 2010.

   
(2)

Ming Zhu was appointed our Chief Financial Officer on October 7, 2010.

Aggregated Options Exercised in the Year Ended March 31, 2013 and Year End Option Values

There were no stock options exercised during the year ended March 31, 2013.

Repricing of Options/SARS

We did not reprice any options previously granted during the year ended March 31, 2013.


67

Director Compensation

The following table sets forth the compensation for each director who is not a named executive officer for the fiscal year ended March 31, 2013.

DIRECTOR COMPENSATION




Name
Fees
earned or
paid in
cash
($)


Stock
awards
($)


Option
awards
($)

Non-equity
incentive plan
compensation
($)
Nonqualified
deferred
compensation
earnings
($)


All other
compensation
($)



Total
($)
Ahmed A. Magoma 38,858 (1) Nil 17,500 (2) Nil Nil Nil 56,358
Ian A. Shaw (3) Nil Nil 14,000 (2) Nil Nil Nil 14,000
David Ralph Webb (4) Nil Nil Nil Nil Nil Nil Nil
Roger Newell 42,000 (5) Nil 17,500 (2) Nil Nil Nil 59,500
Lorne B. Anderson Nil Nil 21,000 (2) Nil Nil Nil 21,000

(1)

Mr. Ahmed Magoma is a director of the Company and a director of 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, 2013, he received total director’s fee of $18,000 in cash and deferred compensation of $18,000. During the fiscal year ended March 31, 2013, Ahmed was paid salary of $20,858 in cash and deferred compensation of $62,733 from Lake Victoria Resources (T) Limited; his monthly gross pay was approximately $6,827.

   
(2)

On April 30, 2012, the Company granted 4,800,000 stock options to seven directors and officers at an exercise price of $0.09 per share which will expire on April 30, 2015. All stock options are non-qualified and vested immediately. The weighted average grant date fair value of stock options granted during the year ended March 31, 2013 was $0.07. During the twelve months ended March 31, 2012, the Company recognized a compensation cost of $362,336 for these stock options. Ahmed Magoma received a compensation cost of $17,750 and Ian Shaw received a compensation cost of $14,000.

   
(3)

Mr. Ian A. Shaw was appointed as a director on April 8, 2010.

   
(4)

Mr. David Ralph Webb was appointed as a director on March 1, 2013

   
(5)

Roger Newell resigned as our President, Chief Executive Officer and Chief Financial Officer on October 7, 2010. During the fiscal year ended March 31, 2013, Roger Newell received $7,000 in cash and deferred compensation of $35,000 for his geological professional service rendered. During the fiscal year ended March 31, 2012, Roger Newell received $42,000 in cash for his geological professional services rendered.

We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director

ITEM 12.                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of July 01, 2013, there were 114,554,067 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.


68

Title of Class
Directors and Officers:
Name and Address
of Beneficial Owner
Number of Shares
Beneficially Owned (1)
Percentage of Class
(1),(2)
       
Common Stock

David Kalenuik
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
22,261,000 (3)

18.57%

       
Common Stock

Heidi Kalenuik
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
22,261,000 (4)

18.57%

       
Common Stock

Ming Zhu
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
900,000 (5)

0.78%

       
Common Stock

Roger Newell
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
2, 335,000 (6)

2.02%

       
Common Stock

Ahmed Magoma
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
1,423,750 (7)

1.23%

       
Common Stock

Ian A. Shaw
98 Crimson Millway
Toronto, ON M2L 1T6
1,200,000 (8)

1.04%

       
Common Stock David Ralph Webb Nil Nil
       
Common Stock Directors and Officers as a group (6) 28,119,750 (9) 23.64%
       
 5% Stockholders       
       
Common Stock

David Kalenuik
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
22,261,000 (3)

18.57%

       
Common Stock

Heidi Kalenuik
Suite 810 – 675 West Hastings Street
Vancouver, BC V6B 1N2
22,261,000 (4)

18.57%


(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

   
(2)

The percentage of class is based on 114,554,067 shares of common stock issued and outstanding and as of July 01, 2013.

   
(3)

Includes 720,000 shares held directly, 16,186,000 shares held by Heidi Kalenuik, the spouse of David Kalenuik and 15,000 shares held by their children. Also includes 1,500,000 shares acquirable on exercise of options held directly, 3,840,000 shares acquirable on exercise of options held indirectly by Heidi Kalenuik on exercises of options within 60 days of the date hereof.



69

(4)

Includes 16,186,000 shares held directly, 720,000 shares held by David Kalenuik, the spouse of Heidi Kalenuik and 15,000 shares held by their children. Also includes 3,840,000 shares acquirable on exercise of options held directly, 1,500,000 shares acquirable on exercise of options held indirectly by David Kalenuik on exercises of options within 60 days of the date hereof.

   
(5)

Includes 600,000 shares acquirable on exercise of options within 60 days of the date hereof.

   
(6)

Includes 1,090,000 shares acquirable on exercise of options and 200,000 shares acquirable on exercise of warrants within 60 days of the date hereof.

   
(7)

Includes 750,000 shares acquirable on exercise of options within 60 days of the date hereof.

   
(8)

Includes 400,000 shares acquirable on exercise of options and 400,000 shares acquirable on exercise of warrants within 60 days of the date hereof.

   
(9)

Includes 8,180,000 shares acquirable on exercise of options and 600,000 shares acquirable on exercise of warrants within 60 days of the date hereof.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

Securities Authorized for Issuance under Equity Compensation Plans

Effective October 7, 2010, we adopted our 2010 Stock Option Plan. The purpose of our 2010 Stock Option Plan is to retain the services of directors, officers, valued key employees and consultants and such other persons as the plan administrator selects, and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives’ stockholders, and to serve as an aid and inducement in the hiring of new employees. Under the plan, the plan administrator is authorized to grant stock options to acquire up to a total of 10,000,000 shares of our common stock.

The following table provides a summary of the number of stock options granted under the 2010 Stock Option Plan, the weighted average exercise price and the number of stock options remaining available for issuance under our option plan as at March 31, 2013:

  Equity Compensation Plan Information  








Plan category




Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)




Weighted-Average
exercise price of
outstanding options,
warrants and rights
(b)
Number of
securities remaining
available for future
issuance under
equity
compensation plan
(excluding securities
reflected in column
(a))
Equity compensation plans not approved by security holders (2010 Stock Option Plan) 9,520,000 $0.12 480,000


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ITEM 13.                  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as noted below, none of the following parties has, since commencement of our fiscal year ended March 31, 2012, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our company’s total assets for the last two completed financial years:

  (i)

Any of our directors or officers;

     
  (ii)

Any person proposed as a nominee for election as a director;

     
  (iii)

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

     
  (iv)

Any of our promoters; and

     
  (v)

Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

Related Party Transactions and Balances:

  a)

As at March 31, 2013, the Company owed $144,374 (March 31, 2012 - $Nil) to five directors and officers of the Company. During the year ended March 31, 2013, the Company incurred $36,000 (2012 - $32,000) of directors fees to a director, $42,000 (2012 - $42,000) of geologist consulting fees to a director, $384,256 (2012 - $311,745) of salary to three directors and officers.

     
  b)

As at March 31, 2012, the Company held $41,966 in trust with a company sharing a common director, which has been included in advances and deposits.

     
  c)

At March 31, 2012, the Company owed $Nil (2012 - $500) of accounting fees to an individual related to an officer of the Company which has been included in accounts payable. During the year ended March 31, 2013, the Company incurred $2,000 (2012 - $6,000) of accounting fees to the individual.

Director Independence

Our common stock is quoted on the OTC bulletin board interdealer quotation system, which does not have director independence requirements. Under NASDAQ rule 5605(a) (2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. David Kaleniuk as our president and chief executive officer, Heidi Kalenuik as our secretary and treasurer, Ahmed Magoma as an employee of a subsidiary company and Roger A. Newell as our consultant and former President, Chief Executive Officer and Chief Financial Officer are therefore are not considered independent. Messrs. Webb and Shaw are considered to be independent as they are not officers or employees of our company.

Audit Committee and Charter

Our audit committee consists of three directors. One of them, Ian Shaw is independent and Ian Shaw 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 the Chairman of the Audit Committee is Ian A. Shaw. Mr. Shaw is an independent director and qualified as an “audit committee financial expert” as defined by the SEC and he 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”).


71

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 disclosure committee charter was filed with the Securities and Exchange Commission on June 26, 2008 within our Form 10-K.

National Instrument 58-101

We are a reporting issuer in the Province of British Columbia. National Instrument 58-101 of the Canadian Securities Administrators requires our company to disclose annually in our annual report certain information concerning corporate governance disclosure.

Board of Directors

Our board of directors currently consists of Roger A Newell, David Kalenuik, Heidi Kalenuik, Ian A. Shaw, David Ralph Webb and Ahmed A. Magoma. We have determined that Mr. Kalenuik, Mrs. Kalenuik, Mr. Newell and Mr. Magoma are not independent as that term is defined in National Instrument 52-110 due to the fact that they are current or former executive officers or employees of our company. Messrs. Shaw and Webb are independent.

Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in Canada and the United States. Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards. The board is also responsible for:

  • selecting and assessing members of the board;

  • choosing, assessing and compensating the chief executive officer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;

  • reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;

  • adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;

  • ensuring the integrity of our company’s internal control and management information systems;

  • approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and

  • reviewing and approving any other issues which, in the view of the board or management, may require board scrutiny.


72

Directorships

The following directors are also directors of other reporting issuers (or the equivalent in a foreign jurisdiction), as identified next to their name:

Director Reporting Issuers or Equivalent in a Foreign Jurisdiction
David Kalenuik N/A
Heidi Kalenuik N/A
Roger Newell Midway Gold, Corp
Ian A. Shaw Pelangio Exploration Inc.
Ahmed A. Magoma N/A
David Ralph Webb N/A

Orientation and Continuing Education

We have an informal process to orient and educate new members to the board regarding their role on the board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements.

The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board. As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.

ITEM 14.                  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed for the completed fiscal years ended March 31, 2013 and 2012 for professional services rendered by Manning Elliott LLP for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


73




Year Ended
March 31,
2013
Year Ended
March 31,
2012
Audit Fees and Audit Related Fees $64,245 $58,812
Tax Fees $16,072 $Nil
All Other Fees $Nil $Nil
Total $80,317 $58,812

In the above tables, “audit fees” are fees billed by our company’s external auditors for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditors for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.


74

PART IV. OTHER INFORMATION

ITEM 15.                  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit  
Number Description
   
3.1

Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on June 6, 2007)

 

 

3.2

Certificate of Amendment dated December 7, 2010 (incorporated by reference from our Current Report on Form 8-K dated December 10, 2010)

 

 

3.3

Amended and Restated Bylaws (incorporated by reference from our Current Report on Form 8-K filed on June 7, 2011)

 

 

4.1

Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2 filed on June 6, 2007)

 

 

4.2

Form of Warrant Certificate for Offering Completed September 7, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

 

 

10.1

Option Agreement with Geo Can Resources Company Limited (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2009)

 

 

10.2

Binding Letter Agreement with Kilimanjaro Mining Company Inc. (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2009)

 

 

10.3

Consulting Services Agreement with Stocks That Move (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2009)

 

 

10.4

Consulting Agreement with Robert Lupo (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 22, 2010)

 

 

10.5

Addendum to the Consulting Agreement with Robert Lupo (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 22, 2010)

 

 

10.6

Finder’s Fee Agreement with Robert A. Young and the RAYA Group (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2019)

 

 

10.7

Termination of the Consulting Agreement with Robert Lupo (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)

 

 

10.8

Consulting Agreement with Clive Howard Matthew King (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2010)

 

 

10.9

Consulting Agreement dated October 7, 2010 between we and Misac Noubar Nabighian (incorporated by reference from our Current Report on Form 8-K filed on October 13, 2010)

 

 

10.10

2010 Stock Option Plan (incorporated by reference from our Current Report on Form 8-K filed on October 13, 2010)

 

 

10.11

Stock Exchange Agreement with Kilimanjaro Mining Company, Inc. and their selling shareholders (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2009)

 

 

10.12

Form of Subscription Agreement for Offering Completed September 7, 2010 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

 

 

10.13

Amendment No. 1 to Consulting Agreement between we and Clive King dated effective November 11, 2010.(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

 

 

10.14

Form of Mineral Property Sales Agreement dated May 15, 2009, July 29, 2009, August 28, 2009 and November 19, 2009 between a director and the landowners listed below (collectively the “Landowners”) (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010):

 

No   Owners Name

 

S01  Pius Joackim Game in Parenership with Mustafa Kaombwe and Msua Mkumbo

 

S03  Mohamed Suleimani and Partners Plus Chombo, Alfred Joakim and Heri S. Mhula

 

S04  Maswi Marwa In Partnership with Robert Malando, Andrew Julius Marando and Mathew Melania

 

S05  John Bina Wambura in Partnership with Fabiano Lango

 

S06  Elizabeth Shango

 

S07  Athuman Chiboni in Partnership with Maswi Marwa and Robert Malando

 

S08  Malando Maywili in Partnership with Charles Mchembe



75

Exhibit
Number Description
  S09  Robert Malando
 

S10  Raymond Athumani Munyawi

 

S11  Jeremia K. Lulu in Partnership with Agnes Musa, Juma Shashu, Neema Safari, Neema Tungaraza, Safari Neema Tungaraza, Safari Meema and Simon Gidazada

 

S12  Heri S. Mhula and partners Samweli Sumbuka, Plus Gam and Shambulingole

 

S13  Limbu Magambo Nyoda and Partners Saba Joseph, Bakari Kahinda

 

S14  Shambuli Sumbuka in Partnership with Limbu Gambo

 

S15  Salama Mselemu

 

S16  John Bina Wambura in Partnership with Bosco Sevelin Chaila; Plus Game; Saimon Jonga

 

S17  John Bina Wambura in Partnership with Jumanne Mtemi; Anton Gidion; Bosco Sevelin Chaila; Plus Game; Saimon Jonga

 

S18  Limbu Magambo in Partnership with Pous GamI and Shambuli Sumbuka

 

S19  Lukas Mmary in Partnership with Henry Pajero, John Bina, Massanja Game, Mwajuma Joseph, Mwita Magita and Plus Game

 

S20  Maswi Marwa In Partnership with Shagida malando; Marwa Marwa; Benidict Mitti and Fred Mgongo

 

S21  Mustafa IDD Kaombwe

 

S22  Mustafa IDD Kaombwe in Partnership with Mahega Malugoyi; Julias Kamana; Ramadhani Lyanga and Abas Mustafa

 

S23  Ramadhani Mohamed Lyanga In partnership With Mustafa Kaombwe and Bethod Njega

 

S24  Ales David Kajoro in partnership with Henry Ignas; Daud Peter and Julias Charles Rugiga

 

S25  Joel Mazemle in Partnership with Christina Mazemle, Plus Chombo and Limbu Magambo Nyoda

 

S26  Idd Ismail in Partnership with Bakari Abdi, Elizabeth U. Yohana, Emanuel Marco, Hamisi Ramadhan, Husein Hasan, Mnaya Hosea, and Sanane Msigalali


10.15

Form of Addendum No. 1 to Mineral Property Sales Agreement dated September 18, 2009 between a director and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.16

Form of Addendum No. 2 to Mineral Property Sales Agreement dated January 18, 2010 between a director and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.17

Form of Addendum No. 3 to Mineral Property Sales Agreement dated July 27, 2010 between a director and the Landowners (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.18

Mineral Financing Agreement between we and Ahmed Magoma dated October 19, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.19

Property Purchase Agreement between Geo Can Resources Company Limited and Kilimanjaro Mining Company, Inc dated May 5, 2009(incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.20

Amendment to Mineral Financing Agreement between we and Ahmed Magoma dated October 27, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.21

Declaration of Trust of Geo Can Resources Company Limited dated July 23, 2009 (incorporated by reference from our Quarterly Report on Form 10-Q filed on November 23, 2010)

   
10.22

Form of Subscription Agreement for non US Subscribers (incorporated by reference from our Current Report on Form 8- K filed on March 11, 2011)

   
10.23

Form of Subscription Agreement for US Subscribers (incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011)

   
10.24

Consulting Agreement dated April 26, 2011 between David Kalenuik and we (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)

   
10.25

Consulting Agreement dated April 26, 2011 between Roger Newell and we (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)



76

Exhibit  
Number Description
   
10.26

Employment Agreement dated April 26, 2011 between Heidi Kalenuik and we (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)

 

 

10.27

Employment Agreement dated April 26, 2011 between Ming Zhu and we (incorporated by reference from our Current Report on Form 8-K filed on May 2, 2011)

 

 

10.28

Geita Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and we (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)

 

 

10.29

Kalemela Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and we (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)

 

 

10.30

North Mara Option Agreement dated May 6, 2011 between Otterburn Ventures Inc. and we (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)

 

 

10.31

Singida Option Agreement dated May 6, 2011 among Otterburn Ventures Inc., we and Ahmed Abubakar Magoma (incorporated by reference from our Current Report on Form 8-K filed on May 12, 2011)

 

 

14.1

Code of Ethics (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)

 

 

21.1*

List of Subsidiaries

 

 

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1*

Certification of Chief Executive Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

 

 

32.2*

Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

 

 

99.2

Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)

 

 

99.3

Disclosure Committee Charter (incorporated by reference from our Annual Report on Form 10-K filed on June 26, 2008)



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: June 27, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ David Kalenuik
David Kalenuik
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Date: June 27, 2013

By /s/ Ming Zhu
Ming Zhu
Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
Date: June 27, 2013

By /s/ Heidi Kalenuik
Heidi Kalenuik
Director
June 27, 2013

By /s/ Roger A. Newell
Roger A. Newell
Director
June 27, 2013

By /s/ Ahmed A. Magoma
Ahmed A. Magoma
Director
June 27, 2013

By /s/ Ian A. Shaw
Ian A. Shaw
Director
June 27, 2013

By /s/ David Ralph Webb
David Ralph Webb
Director
June 27, 2013


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