Mr. Simon Benstead reports

LAKE VICTORIA GOLD ADVANCES $5 MILLION SHAREHOLDER OFFERING TO SUPPORT IMWELO DEVELOPMENT

Lake Victoria Gold Ltd. has provided an update on its previously announced strategic investment with HOB Energy FZCO and the concurrent $5-million shareholder participation offering.

The company intends to proceed with the shareholder participation offering independently of the approximately $27-million strategic investment by HOB, providing an opportunity to secure additional capital to advance near-term development priorities at its fully permitted Imwelo gold project in Tanzania while the parties continue working toward completion of the larger transaction.

Proceeds from the shareholder participation offering are expected to support key development activities at Imwelo, including phase 3 land compensation payments and grade control drilling at Area C, both of which are important components of the company's continuing mine development and construction readiness program.

Shareholder participation offering

As announced on Oct. 20, 2026, the company intends to complete a non-brokered private placement of up to 16,666,666 common shares of the company at a price of 30 cents per share for aggregate gross proceeds of up to $5-million.

The offering is intended to provide certain existing significant shareholders with an opportunity to maintain their pro rata ownership in Lake Victoria while contributing additional capital toward the advancement of Imwelo.

While the shareholder participation offering was originally expected to close concurrently with the HOB investment, the company now intends to proceed with the offering separately, with closing anticipated in one or more tranches, either prior to or concurrently with the HOB investment, subject to TSX Venture Exchange approval and other applicable closing conditions.

The company expects to allocate proceeds from the shareholder participation offering toward:

• Phase 3 land compensation: Funding compensation payments associated with the third phase of land acquisition at Imwelo, supporting the company's planned development footprint and infrastructure requirements.
• Area C grade control drilling: Advancing drilling within the planned initial mining area to improve definition of near-surface mineralization and support detailed mine planning, grade control and mining sequence optimization.
• Working capital and development activities: Supporting continuing project development expenditures and general corporate working capital requirements.

These activities form part of Lake Victoria's broader strategy to maintain development momentum at Imwelo as the company advances engineering, site preparation and financing initiatives toward planned gold production.

Strategic HOB investment update

Further to the company's Oct. 20, 2026, announcement, LVG and HOB continue to advance definitive agreements, final due diligence and work through the required regulatory approval processes, including TSX-V approval, in connection with the proposed HOB investment for aggregate gross proceeds of approximately $27-million.

The decision to proceed separately with the shareholder participation offering is intended to provide LVG with greater flexibility to finance continuing development activities while the larger strategic transaction progresses through its remaining conditions and approval requirements.

Management commentary

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

"While we continue advancing the strategic investment with HOB, we remain focused on maintaining momentum at Imwelo. proceeding with the shareholder participation offering allows us to address important near-term development priorities, particularly the phase 3 land compensation process and grade control drilling in Area C.

"These are practical steps in preparing Imwelo for mining operations. With our permitting in place and development activities progressing on site, our priority is to continue moving the project forward in a disciplined manner while securing the capital required to support the next stages of development."

Additional offering details

It is anticipated that certain subscribers under the shareholder participation offering will be insiders of the company. The issuance of shares to insiders pursuant to the shareholder participation offering will constitute related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

In connection with 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 approval requirements contained in Section 5.7(1)(a) of MI 61-101, as neither the fair market value of securities issued to, nor the consideration paid by, such insiders is expected to exceed 25 per cent of the company's market capitalization.

Closing of the shareholder participation offering remains subject to customary closing conditions, including receipt of all required regulatory approvals, the availability of applicable prospectus exemptions and approval of the TSX-V. The company may pay finders' fees in connection with the shareholder participation offering.

All securities issued pursuant to the shareholder participation offering will be subject to a statutory hold period of four months and one day from the applicable closing date in accordance with applicable Canadian securities laws and TSX-V policies, together with any additional restrictions that 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 (Joint Ore Reserves Committee) 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 the company's 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 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 amongst others, mining, telecoms, oil and 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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