Mr. Simon Benstead reports

LAKE VICTORIA GOLD ANNOUNCES UP TO $32.2 MILLION STRATEGIC FINANCING TO ADVANCE IMWELO AND TEMBO

Lake Victoria Gold Ltd. has entered into a non-binding term sheet with an arm's-length investor, HOB Energy FZCO, in respect of a strategic non-brokered private placement of 90,733,960 common shares of the company at a price of 30 cents per share for aggregate gross proceeds to the company of $27,220,188.

Concurrently with the HOB investment, the company is also pleased to announce a concurrent non-brokered private placement of up to 16,666,666 additional shares at the offering price for aggregate gross proceeds to the company of up to $5-million, 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 multigenerational experience across the gold value chain, and to finance 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.

Transaction highlights:

• Strategic anchor investor: HOB is wholly owned by Ozcan Halac, whose family brings multigenerational experience across the gold value chain, including ownership and operation of one of the world's largest LBMA Good Delivery accredited gold refineries;
• Significant capital commitment: $27.2-million HOB investment at 30 cents per share, together with up to $5.0-million under the shareholder participation offering;
• Parallel execution at Imwelo and Tembo: proceeds expected to advance development of the fully permitted Imwelo gold project toward first gold production while financing a larger, sustained drilling program at Tembo to grow and upgrade the maiden mineral resource and test new targets;
• Technical and commercial partnership: a HOB-appointed chief operating officer and a joint technical steering committee add development, engineering, procurement and processing capability, with the company's current senior management team remaining in place;
• Pro rata participation for significant shareholders: certain existing significant shareholders will have the opportunity to invest alongside HOB and maintain their ownership interests.

Completion of the transaction is expected to take place on or before Nov. 30, 2026, 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 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.

Assuming closing of the transaction, proceeds from the transaction are expected to be used to advance development of the company's fully permitted Imwelo gold project toward production, to finance an expanded exploration and resource drilling program at the Tembo gold project, and for general corporate and working capital purposes.

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 TSX Venture Exchange and applicable Canadian securities laws, and/or such other further restrictions as may apply under foreign securities laws.

Management commentary

Marc Cernovitch, president and chief executive officer of Lake Victoria Gold, commented:

"We are delighted to welcome Ozcan Halac and HOB as a long-term strategic partner. The Halac family's multigenerational 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.

"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 chief financial officer 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.

"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 Energy FZCO

HOB is a registered company in Dubai, UAE, and is 100 per cent owned Mr. Halac. The Halac family is one of the prominent families in Turkey'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 long-standing experience has provided the Halac 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 Halac 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 Halac family's existing activities in the gold sector. In addition to providing long-term capital, Mr. Halac expects to contribute technical expertise, project development capability, procurement and processing knowledge, financial discipline, and access to its broader international gold industry network. Mr. Halac therefore views the investment not merely as a financial investment, but as a long-term strategic partnership aimed at supporting the development of Lake Victoria Gold's Tanzanian assets and their progression toward sustainable commercial production.

HOB investment transaction terms

Pursuant to the term sheet, HOB and the company will enter into a subscription agreement to purchase 90,733,960 shares at a price of 30 cents per share for aggregate gross proceeds to the company of $27,220,188.

In connection with the subscription agreement, HOB and the company also intend to enter into an 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 per cent of the issued and outstanding shares on a non-diluted basis.

HOB will also have the right to appoint up to three members of the company's reconstituted seven-member board of directors. HOB will have the right to appoint three directors as long as it holds 20 per cent 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 per cent but less than 20 per cent. These appointment rights will terminate if HOB's ownership falls below 10 per cent.

As long as HOB holds 20 per cent or more of the company's issued and outstanding shares on a non-diluted basis, certain significant corporate decisions, designated as reserved matters, will be subject to certain approval requirements under the investor rights agreement. These reserved matters will include specified matters relating to corporate financing, governance, capital allocation, material transactions and senior management appointments. The definitive investor rights agreement will set out the applicable 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, who will report directly to the company's chief executive officer. The parties will also establish a technical steering committee (TSC), comprising two representatives nominated by Lake Victoria Gold and two representatives nominated by HOB, with the committee chaired by a HOB nominee (with a casting vote subject to an independent expert consultation procedure for deadlocks). The TSC will provide additional technical and operational expertise and recommendations to the board in connection with the development, construction and operation of the company's projects, including significant technical, engineering, operational and procurement matters. The definitive investor rights agreement will establish the committee's governance and decision-making procedures.

Upon completion of the transaction (assuming completion of the shareholder participation offering in full), HOB will own approximately 29.17 per cent of the issued and outstanding shares on a non-diluted basis and 25.00 per cent 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 (as such term is defined under the policies of the TSX-V) of the company, and as such, the HOB investment is subject to the approval of the shareholders of the company. The company is planning to obtain disinterested shareholder approval of a new control person by way of written consent, and this written consent will be required from holders of more than 50 per cent 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 defined under the policies of the TSX-V). No finders' fees will be payable in connection with the HOB investment.

Shareholder participation offering

In connection with the HOB investment, as agreed to by HOB, the company is also pleased to announce the shareholder participation offering, pursuant to which 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-million, 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.

It is anticipated that certain subscribers under the shareholder participation offering will be insiders of the company. The issuance of shares to insiders of the company pursuant to the shareholder participation offering will be considered related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 or the consideration paid by such insiders will exceed 25 per cent 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 TSX-V. The company may pay finders' fees in connection with the shareholder participation offering.

Any securities to be issued under the shareholder participation offering will be subject to a hold period of four months and a day in Canada from the closing date of the shareholder participation offering in accordance with the rules and policies of the TSX-V and applicable Canadian securities laws, and/or such other further restrictions as may apply under foreign securities laws.

Cautionary note regarding production decisions

The company's 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) Ltd. are not based on a feasibility study of mineral reserves demonstrating economic and technical viability prepared in accordance with National Instrument 43-101, and there are no current mineral reserves at either project. As a result, there is increased uncertainty and there are multiple technical and economic risks of failure. 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.

About Lake Victoria Gold Ltd.

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.

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 JORC-compliant 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 strategic partnership with Taifa Group.

Taifa Group (a diverse group of companies with interests in among others, mining, telecoms, oil and gas, agricultural 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 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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