Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

November 30, 2011
Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)




(State or other jurisdiction
of incorporation)

File Number)

(IRS Employer
Identification No.)


Suite 500, 666 Burrard Street
Vancouver, British Columbia, Canada


V6C 3P6

(Address of principal executive offices)


(Zip Code)

(604) 642-6165
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 2.01     Completion or Acquisition or Disposition of Assets

Effective on November 30, 2011, Douglas Lake Minerals Inc. (the "Company") completed its acquisition of a 100% interest in area of approximately 2.67 square kilometers located in the Handeni District of Tanzania (the "Property") from Handeni Resources Limited ("Handeni Resources"), a limited liability company registered under the laws of Tanzania.

The Company completed this acquisition pursuant to and in accordance with the terms of the Company's previously disclosed Mineral Property Acquisition Agreement (the "Acquisition Agreement") with Handeni Resources, dated August 5, 2011, pursuant to which the Company had an exclusive option (the "Option") to acquire from Handeni Resources a 100% interest in the Property, which Property is adjacent to the area covered by the Company's four existing prospecting licenses (totaling approximately 800 square kilometers) in the Handeni District.

Pursuant to the terms of the Acquisition Agreement, in order to keep the Option in good standing during the thirty-day period starting on August 5, 2011, which was later extended to November 3, 2011 (the "Option Period"), the Company was required to provide the following consideration to Handeni Resources:

  • Share issuance: issue from treasury and to the order and direction of Handeni Resources prior to and at the end of the Option Period an aggregate of 15,000,000 restricted common shares in the share capital of the Company (each a "Share"), at a deemed issuance price of U.S. $0.40 per Share; and

  • Maintenance payments: pay, or cause to be paid, to or on Handeni Resource's behalf as the Company may determine, in the Company's sole and absolute discretion, all underlying option, regulatory and governmental payments and assessment work required to keep the mineral property interests comprising the Property and any underlying option agreements respecting any of the mineral property interests comprising the Property in good standing during the Option Period.

On November 30, 2011, the Company closed on the acquisition and issued Handeni Resources 15,000,000 restricted common shares.  

Mr. Reginald Mengi, the Chairman of the Board of Directors of the Company, has an existing direct and/or indirect ownership interest in Handeni Resources and/or beneficial interest(s) in and to Handeni Resources. As such, Mr. Mengi did not participate in any discussions by the Board of Directors regarding the Acquisition Agreement. In addition, Mr. Mengi did not, and was not entitled to, vote on the Board of Directors' ratification of the Acquisition Agreement.

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Item 3.02 

Unregistered Sales of Equity Securities

On November 30, 2011, the Company issued 15,000,000 shares of restricted common stock at a deemed issuance price of $0.40 per share to Handeni Resources in connection with the Acquisition Agreement as described in Item 2.01 above. The Company relied on an exemption from the registration requirements under the Securities Act pursuant to Regulation S and/or Section 4(2).





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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



DATE: December 2, 2011.

By:                   /s/ Reyno Scheepers
Name:              Reyno Scheepers
Position:           President, Chief Executive Officer and
                        a director