Lake Victoria Mining Company, Inc.
OTC Bulletin Board : LVCA

Lake Victoria Mining Company, Inc.

December 23, 2010 02:00 ET

Lake Victoria Announces Brokered Private Placement for Gross Proceeds of Up to US$3,920,000

GOLDEN, COLORADO--(Marketwire - Dec. 23, 2010) - Lake Victoria Mining Company, Inc. (OTCBB:LVCA) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS

Lake Victoria Mining Company, Inc. ("Lake Victoria" or the "Company") is pleased to announce that it has entered into an engagement letter with IBK Capital Corp. a Canadian agent (the "Agent"), whereby the Agent intends to use its best efforts to raise up to US$3,920,000 in a brokered private placement of up to 14,000,000 units (each a "Unit") of the Company at a price of $0.28 per Unit. Each Unit consists of one share of common stock of the Company and one half of one share purchase warrant, with each whole warrant entitling the holder to purchase an additional share at an exercise price of $0.45 for thirty months following the closing of the offering (the "Brokered Offering"). Each Warrant is callable at the Company's option 30 days from the date the Company's stock trades above $0.75 for twenty consecutive trading days. 

The Company also proposes to offer the Units to certain subscribers resident in the US pursuant to a non-brokered offering to close concurrently with the Brokered Offering in such amounts as the Agent and the Corporation may agree (the "Non-Brokered US Offering"). The Agent will not receive any consideration for Units placed by the Company with US subscribers under the Non-Brokered US Offering.

As a condition of the Brokered Offering, the Company will undertake to use its best efforts to complete a liquidity event (a "Liquidity Event") which results in (i) a distribution to the public of shares of common stock of the Company (the "Common Shares") pursuant to a prospectus and the concurrent listing of the Common Shares for trading on a recognized Canadian exchange (a "Recognized Exchange") or (ii) another transaction as a result of which all outstanding Common Shares, or the securities of another issuer issued in exchange for all such outstanding Common Shares, are traded on a Recognized Exchange and are freely tradable within six months of the closing of the Brokered Offering (the "Liquidity Deadline"). If the Company fails to complete the Liquidity Event on or before the Liquidity Deadline, each subscriber will receive an additional 15% of the aggregate number of Units they subscribed for under the Brokered Offering. 

In consideration for the Agent's services in connection with the Brokered Offering, the Company has agreed to pay the Agent a cash commission equal to 9% of the total dollar amount of the Brokered Offering and issue warrants equal to 10% of the total number of Units issued by the Company under the Brokered Offering. The Brokered Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals and completion of the parties' respective due diligence. The engagement letter may be terminated by either party at any time upon written notice subject to payment of the Agent's expenses and there is no assurance that the Brokered Offering will be completed as planned or at all.

About the Company

Lake Victoria Mining Company, Inc. is working to create another gold mine in the world famous Lake Victoria Greenstone Belt, Tanzania, East Africa. Tanzania gold exports alone earned it $1.076 billion in 2009, up from $932.4 million the previous year. Lake Victoria holds eight prospective gold projects and five uranium projects within its Tanzania property portfolio. Additional information regarding the Company is available on the corporate website at: www.lakevictoriaminingcompany.com.

This press release, required by applicable Canadian securities laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the united states. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

Forward Looking Statements

This news release contains forward-looking statements or information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Canadian provincial securities laws applicable to the Company. Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, uncertainties in completing the Brokered Offering or the Non-Brokered US Offering as planned, risks and uncertainties relating to completing the Liquidity Event, and other risks and uncertainties, including those described in the Company's periodic reports which are on file with the Securities and Exchange Commission at www.sec.gov and www.sedar.com. The completion of the Brokered Offering, the Non-Brokered US Offering or the Liquidity Event and the future business, operations and performance of the Company discussed herein could differ materially from those expressed or implied by such statements. There can be no assurance that the Brokered Offering, the Non-Brokered US Offering or the Liquidity Event will be completed as proposed or at all. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Company does not undertake any obligation to release publicly revisions to any "forward-looking statement," to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as is required under applicable securities laws.

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