Mr. Simon Benstead reports

LAKE VICTORIA GOLD SECURES UP TO A ~US$25 MILLION GOLD LOAN FROM MONETARY METALS PLUS FULLY COMMITTED $3.0 MILLION CONVERTIBLE DEBENTURE FINANCING

Lake Victoria Gold Ltd. has agreed to terms for a gold loan facility of up to 6,000 ounces of gold (approximately $25-million (U.S.)) with Monetary Metals & Co. alongside a fully committed $3-million non-brokered convertible debenture financing.

The Monetary Metals facility represents a significant step toward securing a non-dilutive, project-level financing solution for the development of the company's Imwelo gold project in Tanzania, while the fully committed convertible debenture financing provides immediate capital to accelerate continuing work programs. The company previously announced a gold financing initiative with Monetary Metals (see press release dated Dec. 3, 2024), and this binding term sheet represents a major milestone toward securing a definitive, non-dilutive project-level financing solution for Imwelo.

The term sheet is binding with respect to certain key commercial terms but remains subject to completion of due diligence, definitive documentation and customary regulatory approvals.

Management commentary

Marc Cernovitch, chief executive officer and director, stated: "This financing allows us to immediately accelerate work programs on the ground at Imwelo and advance key initiatives across both Imwelo and Tembo without delay. With capital now in place, our focus is on execution -- progressing engineering, advancing site activities and moving Imwelo toward development. At the same time, the Monetary Metals facility provides a clear pathway to larger-scale project financing, supporting our objective of bringing Imwelo into production."

Simon Benstead, executive chairman and chief financial officer, added: "This financing structure is designed to bridge near-term capital requirements with longer-term project funding. The combination of a gold-denominated facility with repayment in gold ounces and a fully committed convertible debenture provides funding certainty while minimizing dilution.

"We are focused on building a disciplined capital structure to support development and advance Imwelo toward construction."

Monetary Metals gold loan -- key highlights:

• Up to 6,000 ounces of gold (approximately $25-million (U.S.) equivalent);
• Gold-denominated facility with repayment in gold ounces, aligning the facility with future gold production from Imwelo;
• 15-per-cent annual interest rate;
• Multiyear term with structured amortization profile;
• Designed as a non-dilutive project financing solution;
• Proceeds to support development of the Imwelo gold project;
• Includes a modest and customary equity participation component in the form of 2.5 million warrants, exercisable over a three-year term at an exercise price based on the 30-day VWAP (volume-weighted average price) of the company's shares at closing, subject to TSX Venture Exchange requirements;
• The company is targeting closing within approximately 60 to 90 days, subject to completion of due diligence, definitive agreements, regulatory approvals and customary conditions

Keith Weiner, chief executive officer of Monetary Metals, commented: "With the Imwelo gold project, we are deploying gold as productive capital. We believe that structuring financing in gold ounces aligns the interests of both parties and supports efficient project development. We are pleased to be working with Lake Victoria Gold to advance the project through to production."

Convertible debenture financing

The company has secured a fully committed $3-million non-brokered private placement of unsecured convertible debentures, led by a long-term significant shareholder.

The debentures will bear interest at 5.0 per cent per annum, payable semi-annually in cash, and will have a 36-month term.

The debentures will constitute unsecured obligations of the company, ranking pari passu with all other unsecured indebtedness and subordinate to any present or future secured debt obligations of the company.

The principal amount of the debentures will be convertible, at the option of the holder, into common shares of the company at a price of 31 cents per share, subject to customary adjustments.

In connection with the debentures, investors will receive warrants to purchase a number of shares equal to 50 per cent of the number of shares issuable upon conversion of the debentures, exercisable at 40 cents per share for a period of 36 months.

The company intends to use the proceeds of private placement to accelerate development activities at the Imwelo gold project and advance near-term initiatives at the Tembo project, as well as for working capital and general corporate purposes.

Insiders of the company may participate in the private placement. The participation of any insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of MI 61-101 and the fair market value of the securities to be distributed to the insiders will not exceed 25 per cent of the company's market capitalization.

All securities issued pursuant to the private placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The private placement remains subject to the approval of the TSX-V.

Cautionary note on production decision

Although Imwelo has been the subject of JORC-compliant (Joint Ore Reserves Committee) PEA (preliminary economic assessment), PFS (prefeasibility study) and updated PFS work, these foreign-code studies are not current under National Instrument 43-101. The company has not completed a feasibility study on Imwelo that establishes mineral reserves demonstrating economic and technical viability and is not treating the JORC-based estimates or analyses as current under CIM (Canadian Institute of Mining, Metallurgy and Petroleum) definition standards. Any decision to commence production is not based on a feasibility study of mineral reserves and therefore involves increased uncertainty and a higher risk of economic and technical failure. There is no certainty that the planned low-capex open-pit operation will be economically viable or that production will occur as anticipated. Risks include, without limitation, variations in grade and recovery, unexpected geotechnical or metallurgical challenges, cost overruns, financing availability, and operational, regulatory or permitting risks.

About Lake Victoria Gold Ltd.

Lake Victoria Gold is a rapidly growing gold exploration and development company listed on the TSX-V 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.

The company has a 100-per-cent interest in the Tembo project, which has over 50,000 metres of drilling and is located adjacent to Barrick's Bulyanhulu mine. The company also holds a 100-per-cent 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 2021 prefeasibility study, the project is fully permitted for mine construction and production, positioning it as a near-term development opportunity.

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

Taifa Group (a diverse group of companies with interests in, amongst others, mining, telecoms, oil and gas, agribusiness, 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 of mining-related experience. Taifa has been the contractor of choice to most mines in Tanzania and has 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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