Lake Victoria Gold Announces up to $32.2 Million Strategic Financing to Advance Imwelo and Tembo

TSXV: LVG | OTCQB: LVGLF

Lake Victoria Gold Ltd. ("LVG" or the "Company") announced that it has entered into a non-binding term sheet (the "Term Sheet") with an arm's length investor, HOB Energy FZCO ("HOB"), in respect of a strategic non-brokered private placement (the "HOB Investment") of 90,733,960 common shares (the "Shares") of the Company at a price of $0.30 per Share for aggregate gross proceeds to the Company of $27,220,188, according to the company. Concurrently, the Company announced a concurrent non-brokered private placement of up to 16,666,666 additional Shares at the same offering price for aggregate gross proceeds to the Company of up to $5,000,000 (the "Shareholder Participation Offering," together with the HOB Investment, the "Transaction"), pursuant to which the Company will offer certain existing significant shareholders an opportunity to subscribe for Shares in order to maintain their pro rata ownership of the Company.

The Transaction is expected to introduce a long-term strategic partner with multi-generational experience across the gold value chain and to fund the parallel advancement of the Company's fully permitted Imwelo Gold Project toward production and a substantially expanded exploration program at the Tembo Gold Project, following the recent maiden Mineral Resource Estimate at Tembo, the company stated.

Key Transaction Details

HOB Investment

• HOB and the Company will enter into a subscription agreement to purchase 90,733,960 Shares at $0.30 per Share for aggregate gross proceeds to the Company of $27,220,188.
• HOB is wholly owned by Ozcan Halaç, whose family brings multi-generational experience across the gold value chain, including ownership and operation of one of the world's largest LBMA Good Delivery accredited gold refineries, according to the company.
• No finder's fees will be payable in connection with the HOB Investment.
• Completion of the Transaction is expected to take place on or before November 30, 2026 (the "Outside Date"), subject to a number of conditions, including approval of the disinterested shareholders of the Company (which the Company intends to obtain via written consent), receipt of all regulatory and TSX Venture Exchange ("TSXV") approvals, completion of mutual due diligence investigations to the satisfaction of each of HOB and the Company, the absence of any material adverse changes in respect of HOB and the Company, and other customary conditions.
• There is no assurance of obtaining the requisite approvals and/or the completion of the Transaction, the company cautioned.

Shareholder Participation Offering

• The Company will issue up to 16,666,666 additional Shares at the Offering Price for aggregate gross proceeds to the Company of up to $5,000,000.
• Certain existing significant shareholders will be offered the opportunity to subscribe for Shares in order to maintain their pro rata ownership of the Company.
• It is anticipated that certain subscribers under the Shareholder Participation Offering will be insiders of the Company. The issuance of Shares to insiders will be considered related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101").
• For the Shareholder Participation Offering, the Company intends to rely on the exemption from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and the exemption from the minority shareholder requirements contained in 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to, nor the consideration paid by, such insiders will exceed 25% of the Company's market capitalization.
• Closing of the Shareholder Participation Offering is subject to customary closing conditions, including receipt of all required regulatory approvals, the availability of prospectus exemptions and approvals of the TSXV. The Company may pay finder's fees in connection with the Shareholder Participation Offering.
• All securities issued under the Transaction will be subject to a hold period of four months and a day in Canada from the completion of the Transaction, in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and/or such other further restrictions as may apply under foreign securities laws.

Use of Proceeds

Assuming closing of the Transaction, proceeds are expected to be used to advance development of the Company's fully permitted Imwelo Gold Project toward production, to fund an expanded exploration and resource drilling program at the Tembo Gold Project, and for general corporate and working capital purposes, according to the company.

Cautionary Note Regarding Production Decisions

According to the company, its plans to advance the Imwelo Gold Project toward production, and to pursue early production at the Tembo Gold Project through the proposed toll milling arrangement with Nyati Resources (T) Limited ("Nyati"), are not based on a feasibility study of Mineral Reserves demonstrating economic and technical viability prepared in accordance with NI 43-101, and there are no current Mineral Reserves at either project. Historical technical studies on Imwelo were prepared under the JORC Code (2012) as a foreign code, have not been verified by a Qualified Person and are not being treated as current. Mineral Resources at Tembo are not Mineral Reserves and do not have demonstrated economic viability. The Nyati arrangement remains subject to the negotiation and execution of a definitive agreement. There is no certainty that either project will be placed into production, the company stated.

Market Note: Control Persons, Non-Brokered Placements and MI 61-101

Under TSXV policies, an investor that would come to hold a sufficiently large stake in a listed issuer can be designated a "Control Person," a status that typically triggers a requirement for disinterested shareholder approval before the investment can close. In this Transaction, the Company stated it is planning to obtain disinterested shareholder approval of a new Control Person by way of written consent, which will be required from holders of more than 50 percent of the issued and outstanding Shares of the Company, excluding Shares held by HOB or any of its Associates, Affiliates, and Non-Arm's Length Parties (as such terms are defined under the policies of the TSXV).

A non-brokered private placement refers to a securities offering arranged directly between the issuer and investors without an underwriter or investment dealer acting as placement agent. MI 61-101 is a Canadian securities instrument designed to protect minority shareholders in transactions, such as related party financings, where insiders participate; it can require formal valuations and minority shareholder approval unless specific exemptions, such as those cited by the Company in connection with the Shareholder Participation Offering, are available.

Governance and Investor Rights

• HOB and the Company intend to enter into an investor rights agreement (the "Investor Rights Agreement") pursuant to which HOB will have a customary pre-emptive right to participate in future equity issuances of the Company, on terms no less favourable than those offered to any other person, as long as HOB holds at least 10% of the issued and outstanding Shares on a non-diluted basis.
• HOB will have the right to appoint up to three members of the Company's reconstituted seven-member board of directors: three directors as long as it holds 20% or more of the Company's issued and outstanding Shares on a non-diluted basis, or two directors as long as it holds at least 10% but less than 20%. These appointment rights will terminate if HOB's ownership falls below 10%.
• As long as HOB holds 20% or more of the Company's issued and outstanding Shares on a non-diluted basis, certain significant corporate decisions, designated as "Reserved Matters" relating to corporate financing, governance, capital allocation, material transactions and senior management appointments, will be subject to certain approval requirements under the Investor Rights Agreement.
• The Company's existing senior management team will remain in place. HOB will have the right to appoint a Chief Operating Officer ("COO"), who will report directly to the Company's Chief Executive Officer.
• The parties will establish a Technical Steering Committee ("TSC"), comprising two representatives nominated by LVG and two representatives nominated by HOB, chaired by a HOB nominee with a casting vote subject to an independent expert consultation procedure for deadlocks.
• Upon completion of the Transaction, assuming completion of the Shareholder Participation Offering in full, HOB will own approximately 29.17% of the issued and outstanding Shares on a non-diluted basis and 25.00% of the outstanding Shares on a fully-diluted basis (assuming the vesting and exercise of all of the outstanding common share purchase warrants, stock options, and restricted share units of the Company). As such, it is expected that HOB will become a Control Person of the Company, and the HOB Investment is subject to the approval of the shareholders of the Company.

Management Commentary

Marc Cernovitch, President and CEO of Lake Victoria Gold, commented: "We are delighted to welcome Ozcan Halaç and HOB as a long-term strategic partner. The Halaç family's multi-generational experience across the gold value chain brings far more than capital to LVG. The recent maiden Mineral Resource Estimate at Tembo provides the foundation for a much larger exploration effort. We see clear opportunities to expand our existing deposits, and we have a deep pipeline of additional targets that warrant systematic testing. Subject to closing, this financing would allow us to pursue a substantially larger, sustained drilling program focused on growing and upgrading the resource while testing new targets."

Cernovitch added: "Equally important, this capital is expected to accelerate our work at Imwelo as we advance the fully permitted project toward first gold production. At Tembo, the proposed toll milling arrangement with Nyati Resources provides a potential pathway to early gold production alongside the expanded exploration program. Moving forward on Imwelo development and a more ambitious Tembo exploration program in parallel is what makes this proposed investment so significant for Lake Victoria Gold."

Simon Benstead, Executive Chairman and CFO of Lake Victoria Gold, commented: "The scale of this proposed investment would meaningfully strengthen our ability to execute LVG's strategy. This is not simply a financing: it pairs substantial development and exploration capital with HOB's gold-sector experience and its technical and commercial capabilities. That combination would allow us to advance Imwelo's path to production while investing more decisively in resource growth at Tembo."

Benstead added: "We also value the opportunity for certain existing significant shareholders to participate alongside HOB and maintain their pro rata ownership. With the required approvals and other closing conditions still ahead, our focus is on completing the Transaction and, on closing, deploying the capital in a disciplined manner across both projects."

About HOB

According to the company, HOB is a registered company in Dubai, United Arab Emirates, and is 100% owned by Ozcan Halaç. The Halaç family is one of the prominent families in Türkiye's gold industry and has been active in the sector for several generations. Over the years, the family has pioneered a number of significant developments in the Turkish gold market and has built an integrated presence across precious-metals refining, trading and related businesses. The family owns and operates one of the world's largest gold refineries by refining capacity, which is accredited to the LBMA Good Delivery List. This longstanding experience has provided the Halaç family with substantial operational, commercial, compliance and financial expertise across the gold value chain.

The family's experience in the gold sector has also expanded into mining and natural-resources investments. Through HOB and other affiliated businesses, the Halaç family has developed dedicated technical and management capabilities covering mineral exploration, project evaluation, mine development, processing, engineering, procurement and project finance. The group has established multidisciplinary teams with experience across geological, mining, metallurgical, financial, legal and operational matters, and currently holds interests in mineral concessions in several jurisdictions.

Against this background, the HOB Investment represents a strategic extension of the Halaç family's existing activities in the gold sector. In addition to providing long-term capital, Halaç expects to contribute technical expertise, project-development capability, procurement and processing knowledge, financial discipline and access to its broader international gold-industry network. Halaç therefore views the investment not merely as a financial investment, but as a long-term strategic partnership aimed at supporting the development of LVG's Tanzanian assets and their progression toward sustainable commercial production.

About Lake Victoria Gold

Lake Victoria Gold is a rapidly growing gold exploration and development company listed on the TSX Venture Exchange under the symbol LVG. Leveraging our unique position and experience, the Company is principally focused on growth and consolidation in the highly prolific and prospective Lake Victoria Goldfield in Tanzania.

The Company has a 100% interest in the Tembo project which has over fifty thousand meters of drilling and is located adjacent to Barrick's Bulyanhulu Mine. The Company also holds a 100% interest in the Imwelo Project which is a fully permitted gold project west of AngloGold Ashanti's Geita Gold Mine. With historical resource estimates and a JORC Compliant 2021 pre-feasibility study, the project is fully permitted for mine construction and production, positioning it as a near-term development opportunity.

LVG has assembled a highly experienced team with a track record of developing, financing, and operating mining projects in Africa with management, directors and partners owning more than 60% of the shares. Notably, the Company is grateful for the validation that comes with the support and equity investment from Barrick and strategic partnership with Taifa Group.

Taifa Group (a diverse group of companies with interests in amongst others, Mining, Telecoms, Oil & Gas, Agri Business, Pharmaceuticals and Leather) has entered into an agreement with the Company to obtain an equity stake in the Company and through its wholly owned subsidiary Taifa Mining (a wholly Tanzanian owned company), or other nominees. Taifa Mining will also conduct all the contract mining and civil works for the Imwelo project. Taifa Mining is Tanzania's largest mining contractor with over 30 years mining related experience. Taifa have been the contractor of choice to most mines in Tanzania and have maintained long and successful relationships with companies such as Petra, De Beers, Barrick, and AngloGold Ashanti. In addition, Taifa also owns the largest fleet of mining equipment in Tanzania. As a company, Taifa is committed to adopting and adhering to the latest internationally recognized standards throughout all aspects of its business.

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