Lake Victoria GOLD Announces Non-Brokered Private Placement of Convertible Debentures

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NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

LAKE VICTORIA GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF CONVERTIBLE

DEBENTURES

July 15, 2024, Vancouver, BC – Lake Victoria Gold Ltd. (TSXV:LVG) (“LVG”, or the “Company”) – is pleased

to announce that it intends to complete a non-brokered private placement (the “Private Placement”) of

unsecured convertible debentures (each, a “ Debenture”) to raise gross proceeds to the Company of up

to $750,000. Each Debenture will bear interest at 12% 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 (the “Exchange”). Each Debenture will mature 24 months from the

date of issuance (the “ Maturity Date”). As the Debentures will be unsecured debt obligations of the

Company, each Debenture will rank 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 $0.18 per

Share (the “Conversion Price”). The Debentures will be subject to a forced conversion provision whereby

the Company may, in its sole discretion, convert the outstanding principal amount of the Debentures into

Units at the Conversion Price if, at any time after the first year followi ng the date of issuance of the

Debentures and prior to the Maturity Date, the Shares trade at a closing price above $0.275 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.

Marc Cernovitch, CEO & Director, stated: “With the recently announced tax assessment having been

received from the Tanzanian Revenue Authority (“TRA”) and such payments having now been made, we

are expecting to receive the Tax Clearance Certificate from th e TRA in the coming days. Once the Tax

Clearance Certificate has been received, the Company can then make its final submissions to the Mining

Commission in order to close the Imwelo acquisition. This crucial step will not only finalize our acquisition

but will also trigger the second tranche of investment from the TAIFA Group. This acquisition is a

significant milestone for LVG, representing a major step forward in our strategic growth and consolidation

plans within the Lake Victoria Goldfield.”

The Debentures and, if issued within four months from the date of issue of the Debentures, the Shares

and Warrants, will be 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. The Private Placement is

subject to the approval of the Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there

be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation

or sale would be unlawful. The securities have not been registered under the United States Securities Act

of 1933, as amended, and may not be offered or sold in the United States absent registration or an

applicable exemption from the registration requirements thereunder.

About Lake Victoria Gold (LVG):

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

Venture Exchange under the symbol LVG. Leveraging our 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% interest in the Tembo project which has over 50 thousand meters of drilling and

is located adjacent to Barrick’s 20Moz Bulyanhulu Mine. The Company recently (PR links) announced the

acquisition of two deposits that support our objective of accretive growth and consolidation. The Imwelo

project and Dora project both have potential for significant growth.

LVG has assembled a highly experienced team with a track record of developing, financing, and operating

mining projects in Africa with management, directors and partners owning more than 60% of the shares.

Notably, the Company is grateful for the validatio n that comes with the support and equity investment

from Barrick Gold (Barrick PR and/or deal slide link) and recent strategic partnership with Taifa Group (link

to PR).

Taifa Group (a diverse group of companies with interests in amongst others, Mining, Telecoms, Oil & 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 carry out all the contract mining and civil

works for the Imwelo project. Taifa Mining is Tanzania’s largest mining contractor wi th 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.

On Behalf of the Board of Directors of the Company,

Simon Benstead

Executive Chairman & CFO

Phone: +1 604-685-9316

Email: [email protected]

For more information please contact:

Simon Benstead

Executive Chairman & CFO

Phone:+ 1 604-685-9316

Email: [email protected]

Marc Cernovitch

CEO & Director

Phone: +1 604-685-9316

Email: [email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS

DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE

ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain “forward -looking information” within the meaning of applicable

Canadian securities legislation, including: future exploration plans with respect to the Imwelo Project, gold

production on the Imwelo Project and the timing thereof, the terms of the Acquisition and the Financing,

contract work on the Imwelo Project by Taifa Mining, entering into a joint venture agreement and

shareholder agreement with the Tanzanian government and the terms and timing thereof, the closing of

the Acquisition and the Financing, including the satisfaction of the closing conditions thereunder and the

expected timing thereof, and receipt of all regulatory approvals, including the approval of the TSX Venture

Exchange for the Acquisition and Financing and the Tanzania Fair Competition Commission for the

Acquisition. All statements in this news release that address events or developments that we expect to

occur in the future are forward-looking statements. Forward-looking statements are statements that are

not historical facts and are generally, although not always, identified by words such as “expect”, “plan”,

“anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or

“believe” and similar expressions or th eir negative connotations, or that events or conditions “will”,

“would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the

opinions and estimates of management as of the date such statements are made.

Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are

beyond LVG’s control, including risks associated with or related to: the completion of the Acquisition, the

Financing and related transactions, including receipt of all regulatory approvals and third-party consents,

the volatility of metal prices and LVG’s common shares; changes in tax laws; the dangers inherent in

exploration, development and mining activities; the uncertainty of reserve and resource estimates; not

achieving development or production, cost or other estimates; actual exploration or developm ent plans

and costs differing materially from the Company’s estimates; the ability to obtain and maintain any

necessary permits, consents or authorizations required for mining activities; environmental regulations or

hazards and compliance with complex reg ulations associated with mining activities; climate change and

climate change regulations; fluctuations in exchange rates; the availability of financing; financing and debt

activities; operations in foreign and developing countries and the compliance with foreign laws, including

those associated with operations in Tanzania and including risks related to changes in foreign laws and

changing policies related to mining and local ownership requirements or resource nationalization

generally, including in respons e to the COVID -19 outbreak; remote operations and the availability of

adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for

mining operations; shortages or cost increases in necessary equipment, supplies a nd labour; regulatory,

political and country risks, including local instability or acts of terrorism and the effects thereof; the

reliance upon contractors, third parties and joint venture partners; challenges to title or surface rights; the

dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an

uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with

other mining companies; community support for LVG’s operations, i ncluding risks related to strikes and

the halting of such operations from time to time; conflicts with small scale miners; failures of information

systems or information security threats; the ability to maintain adequate internal controls over financial

reporting as required by law; compliance with anti -corruption laws, and sanctions or other similar

measures; social media and LVG’s reputation; and other risks disclosed in the Company’s public filings.

LVG’s forward-looking statements are based on the opinions and estimates of management and reflect

their current expectations regarding future events and operating performance and speak only as of the

date hereof. LVG does not assume any obligation to update forward -looking statements if circumstances

or management’s beliefs, expectations or opinions should change other than as required by applicable law.

There can be no assurance that forward-looking statements will prove to be accurate, and actual results,

performance or achievements could differ materially from those expressed in, or implied by, these forward-

looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-

looking statements will transpire or occur, or if any of them do, what benefits or liabilities LVG will derive

therefrom. For the reasons set forth above, undue reliance should not be placed on forward -looking

statements.