LGC.V · 2023-09-29 12:00:00

Lavras Gold closes upsized private placement

Financings

News release 2023-16

NEWS RELEASE: Lavras Gold closes upsized private placement (September 29, 2023) 1

Not for dissemination in the United States or for distribution to United States News Wire Services

TORONTO, ONTARIO – September 29, 2023 – Lavras Gold Corp. (TSXV: LGC, OTCQB:

LGCFF) (“Lavras Gold” or “the Company”) has raised gross proceeds of CAD

$13,697,973 after closing its previously announced private placement offering

(“Offering”). Subscribers are a mix of existing and new shareholders, including Eric

Sprott, Rob McEwen, and Kinross Gold Corporation (“Kinross”). The total shares

outstanding (non-diluted) has increased to 51,275,516.

“We thank all existing shareholders for their on-going support. We also express

gratitude to Mr. Eric Sprott for his continued backing and are honoured to welcome

Mr. Rob McEwen—a well known Canadian mining entrepreneur—to our shareholder

pleased to have Kinross, which operates the Top Tier Paracatu gold mine in Brazil, as

a strategic investor. We believe this support is a testament to the strong potential of

our LDS Project in southern Brazil.”

The Company has issued an aggregate of 10,146,647 common shares (each, a

“Common Share") at a price of CAD$1.35 per Common Share under the Offering for

gross proceeds of CAD$13,697,973. The net proceeds of the Offering are expected to

be used primarily for exploration expenses on the Company's LDS Project and

general working capital purposes.

As part of the Offering, the Company issued 2,556,443 Common Shares to Kinross.

The Common Shares purchased by Kinross represent approximately 5.0% of the

issued and outstanding Common Shares of the Company on completion of the

Offering.

In connection with this investment, the Company and Kinross entered into an

investor rights agreement, pursuant to which Kinross, provided that it owns at least a

4.0% interest in the Company (calculated according to the investor rights

agreement), has the right to participate in equity financings by the Company in order

to maintain its pro rata ownership in the Company at the time of any such financing

or acquire up to a 5.0% ownership interest in the Company (after giving effect to the

financing).

Part of the Offering is considered a related party transaction within the meaning of

TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of

Minority Security Holders in Special Transactions (“MI 61-101”) as certain insiders of

the Company, excluding Eric Sprott, purchased an aggregate of 527,029 Common

Shares sold under the Offering.

An insider of the Company, Eric Sprott, through 2176423 Ontario Ltd. (“2176423”), a

corporation which is beneficially owned by him, acquired an aggregate of 1,259,300

Common Shares. Prior to the completion of the Offering, 2176423 beneficially owned

News release 2023-16

NEWS RELEASE: Lavras Gold closes upsized private placement (September 29, 2023) 2

and controlled 6,830,000 Common Shares, representing approximately 16.6% of the

issued and outstanding Common Shares on a non-diluted basis. Upon completion of

the Offering, 2176423 will beneficially own and control, directly or indirectly, 8,089,300

Common Shares, representing approximately 15.8% of the issued and outstanding

Common Shares on a non-diluted basis.

The Company is exempt from the formal valuation and minority approval

requirement under MI 61-101 as the fair market value of insider participation in the

Offering does not exceed more than 25% of the market capitalization of the

Company, as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.

A copy of the material change report filed in connection with this transaction can be

found on the Company’s issuer profile on SEDAR at www.sedar.com. The Company

did not file a material change report more than 21 days before the expected closing

date of the Offering, as the details of the Offering were not finalized until shortly

before closing, and the Company wished to close the Offering as soon as practicable.

In connection with the Offering, the Company paid cash finder’s fees to certain

persons in the aggregate amount of CAD$243,503.

The Offering was conducted pursuant to available exemptions from the registration

and prospectus requirements of applicable securities legislation, including sales to

accredited investors and to close personal friends and business associates of

directors and officers of the Company. The Common Shares issued under the

Offering are subject to a statutory hold period of four months and one day.

This news release does not constitute an offer to sell or a solicitation of an offer to buy

the securities in the United States. The securities have not been and will not be

registered under the United States Securities Act of 1933, as amended (the “U.S.

Securities Act”) or any state securities laws and may not be offered or sold within the

United States or to U.S. Persons as defined under applicable United States securities

laws unless registered under the U.S. Securities Act and applicable state securities

laws or an exemption from such registration is available.

About Lavras Gold

Lavras Gold Corp. (TSXV: LGC, OTCQB: LGCFF) is a Canadian exploration company

focused on realizing the potential of a multi-million-ounce gold district in southern

Brazil. Its Lavras do Sul Project is located in Rio Grande do Sul State, and is primarily

an intrusive hosted gold system of possible alkaline affinity. More than 23 gold

prospects centred on historic gold workings have been identified on the property,

which spans more than 22,000 hectares. Follow Lavras Gold on www.lavrasgold.com,

as well as on LinkedIn, Twitter, and YouTube.

Contact information

Michael Durose, President and CEO | Annemarie Brissenden, Investor Relations

[email protected] |+1-416-844-6284

News release 2023-16

NEWS RELEASE: Lavras Gold closes upsized private placement (September 29, 2023) 3

DISCLAIMER AND FORWARD-LOOKING INFORMATION

Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture

Exchange) accepts responsibility for the adequacy or accuracy of the content of this news release.

This news release contains certain “forward-looking information” within the meaning of applicable securities laws.

Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”,

“anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain

events or conditions “may” or “will” occur. These statements, including those on planned exploration activities and goals,

are only objectives and predictions. Forward-looking information is based on the opinions and estimates of management

at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could

cause actual events or results to differ materially from those projected in the forward-looking information, including the

risks and factors that generally affect exploration and the uncertainty of exploration results. For a description of the risks

and uncertainties facing the Company and its business, refer to the Company’s Management’s Discussion and Analysis

recently filed under the Company’s profile on www.sedar.com. The Company undertakes no obligation to update forward-

looking information if circumstances or management’s estimates or opinions should change, unless required by law. The

reader is cautioned not to place undue reliance on forward-looking information.

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