Mr. Marc Cernovitch reports

LAKE VICTORIA GOLD ANNOUNCES FIRST TRANCHE CLOSING OF ITS NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Lake Victoria Gold Corp. has closed the first tranche of its non-brokered private placement announced on July 15, 2024, of unsecured convertible debentures for gross proceeds to the company of $563,000. The company intends to close a subsequent tranche of the private placement to raise aggregate gross proceeds, together with the first tranche, of up to $750,000.

Each debenture bears interest at 12 per cent per annum payable quarterly, which interest, may at the option of the company be settled in cash or in common shares of the company, subject to the approval of the TSX Venture Exchange. Each debenture matures 24 months from the date of issuance. As the debentures are unsecured debt obligations of the company, each debenture ranks subordinate to any secured debt obligations of the company.

The outstanding principal amount of each debenture is convertible, at the option of the holder, at any time prior to the maturity date, into common shares of the company at a conversion price of 18 cents per share. The debentures are subject to a forced conversion provision whereby the company may, in its sole discretion, convert the outstanding principal amount of the debentures into shares at the conversion price if, at any time after the first year following the date of issuance of the debentures and prior to the maturity date, the shares trade at a closing price above 27.5 cents for a period of 20 consecutive trading days on the exchange.

The company intends to use the proceeds of the private placement for general working capital purposes.

The debentures and, if issued within four months from the date of issue of the debentures, the shares, are subject to a hold period expiring four months and one day following the date of issue of the debentures in accordance with applicable Canadian securities laws. No finder's fees were paid in connection with the first tranche of the private placement. The private placement is subject to the final approval of the exchange.

888 Capital Corp., a company controlled 50 per cent by Nick DeMare, the corporate secretary of the company, and Phoenix Gold Fund Ltd., a holder of over 10 per cent of the outstanding common shares of the company, participated in the first tranche of the private placement by subscribing for debentures in the principal amounts of $75,000 and $340,000, respectively, which constitute related-party transactions pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). As a result of its participation in the private placement, Phoenix Gold Fund owns or controls 12.23 per cent of the outstanding common shares of the company on a partially diluted basis, assuming the conversion of its debentures. There has not been a material change in the percentage of the outstanding common shares of the company that are owned or controlled by Mr. DeMare as a result of his participation in the private placement. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the insiders in the private placement in reliance on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The company obtained approval by the board of directors of the company to the private placement. No materially contrary view or abstention was expressed or made by any director of the company in relation thereto. The company did not file a material change report related to the private placement more than 21 days before the expected closing of the private placement, as the details of the insider participation were settled shortly prior to the closing of the private placement, and the company wished to close the private placement on an expedited basis for sound business reasons.

About Lake Victoria Gold Corp.

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

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