OR Through U.s. Newswire Services Lake Victoria GOLD Announces Closing of Oversubscribed Non-Brokered Life Private Placement of Units FOR $6 Million and Upsize of Concurrent Private
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
LAKE VICTORIA GOLD ANNOUNCES CLOSING OF OVERSUBSCRIBED NON-BROKERED LIFE
PRIVATE PLACEMENT OF UNITS FOR $6 MILLION AND UPSIZE OF CONCURRENT PRIVATE
PLACEMENT TO $2 MILLION
September 17, 2025, Vancouver, BC – Lake Victoria Gold Ltd. (TSX-V : LVG) (“LVG” or the “Company”) is pleased to
announce that it has closed its previously announced non-brokered private placement (the “LIFE Private Placement”)
consisting of the issuance of 34,285,715 units of the Company (the “Units”) at a price of $0.175 per Unit, for aggregate
gross proceeds to the Company of $6,000,000.13. The LIFE Private Placement was subject to a minimum amount of
$3,000,000.
Each Unit is comprised of one common share of the Company (each, a “ Share”) and one-half of one common share
purchase warrant (a “Warrant”). Each Warrant is exercisable by the holder thereof to acquire one additional Share (a
“Warrant Share”) at an exercise price of $0.27 per Warrant Share for a period of three years from the date of issuance
of the Warrant (the “Warrant Expiry Date”).
Marc Cernovitch, President & CEO of Lake Victoria Gold , commented: “The successful completion of this financing
represents another strong endorsement of our strategy and assets in the Lake Victoria Goldfields. With this capital
in place, we are well positioned to advance Imwelo toward production, expand our resource base at Tembo, and
continue consolidating what we believe is one of the most prospective gold districts in Africa. Importantly, we are
now preparing to mobilize work crews and contractors on the ground, ensuring that the momentum from this raise
translates quickly into project advancement and value creation. We are grateful for the ongoing support from our
shareholders and partners as we work to unlock significant value in the months ahead.”
Subject to compliance with applicable regulatory requirements, the LIFE Private Placement was conducted pursuant
to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions and in
reliance on the Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing
Exemption. The securities issued to purchasers in the LIFE Private Placement are not subject to a hold period under
applicable Canadian securities laws. An offering d ocument related to the LIFE Offering has been filed under the
Company’s profile at www.sedarplus.ca and was posted on the Company’s website at www.lakevictoriagold.com.
In connection with LIFE Private Placement, the Company paid aggregate cash finder’s fees of $ 215,340.13 and issued
1,218,515 finder’s warrants to arm’s length finders as follows: (i) Haywood Securities Inc. was paid $9,800.00 and issued
56,000 finder’s warrants; (ii) Ventum Financial Corp. was paid $ 6,370.00 and issued 36,400 finder’s warrants; (iii)
Canaccord Genuity Corp. was paid $ 156,487.63 and issued 894,215 finder’s warrants; (iv) Raymond James Ltd. was
paid $3,675.00 and issued 9,000 finder’s warrants; and (v) Red Cloud Securities Inc. was paid $39,007.50 and issued
222,900 finder’s warrants . Each finder’s warrant is exercisable to acquire one common share in the capital of the
Company at a price of $0. 175 per share for a period of three years following the completion of the LIFE Private
Placement. All finder’s fees paid in connection with the LIFE Private Placement remain subject to the approval of the
TSXV. All finder’s warrants and securities underlying the finder’s warrants are subject to a statutory hold period of four
months and one day following the date of issuance in accordance with applicable Canadian securities laws.
In addition to the LIFE Private Placement, the Company is pleased to announce that it has upsized its concurrent non-
brokered private placement (the “ Concurrent Private Placement ” together with the LIFE Private Placement , the
“Private Placement”). The Concurrent Private Placement will now consist of up to $2,000,000 through the issuance of
up to 11,428,571 Shares at a price of $0.175 per Share to purchasers pursuant to other applicable exemptions under
NI 45-106. All securities issued in connection with the Concurrent Private Placement will be subject to a statutory hold
period of four months and one day following the date of issuance in accordance with applicable Canadian securities
laws. Subject to the approval of the TSXV, the Company may pay further finder’s fees in cash and securities to certain
arm’s length finders engaged in connection with the Concurrent Private Placement. The closing of the Private
Placement, in its entirety, remains subject to certain closing conditions, including the approval of the TSXV.
The Company intends to use the gross proceeds of the Private Placement for exploration and upkeep of the Company’s
Tembo and Imwelo Gold Projects, and for general working capital purposes.
It is anticipated that insiders of the Company will participate in the Concurrent 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 ("MI 61-101"). 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% of
the Company's market capitalization.
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:
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 Bulyanhulu Mine. The Company also holds a 100% interest in the Imwelo Project which is a fully
permitted gold project we st of AngloGold Ashanti’s Geita Gold Mine. With historical resource estimates and a 2021
pre-feasibility study, the project is fully permitted for mine construction and production, positioning it as a near-term
development opportunity.
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 and recent
strategic partnership with Taifa Group.
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” and “forward- looking statements” (collectively,
“forward-looking statements”) within the meaning of applicable Canadian securities legislation. 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 their 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
in this news release include statements regarding, among others, the terms and completion of the Private Placement,
the payment of finder’s fees and issuance of finder’s securities, the anticipated closing date and the planned use of
proceeds for the Private Placement. Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future performance and
actual results or developments may differ materially from those forward-looking statements. Factors that could cause
actual results to differ materi ally from those in forward -looking statements include the ability to obtain regulatory
approval for the Private Placement, the state of equity markets in Canada and other jurisdictions, market prices,
exploration successes, and continued availability of capital and financing and general economic, market or business
conditions. These forward-looking statements are based on a number of assumptions including, among other things,
assumptions regarding general business and economic conditions, the timing and receipt of regulatory and
governmental approvals, the ability of the Company and other parties to satisfy stock exchange and other regulatory
requirements in a timely manner, the availability of financing for the Company ’s proposed transactions and programs
on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are
cautioned that any such statements are not guarantees of future performance and actual results or developments may
differ materially from those projected in the forward-looking statements, and accordingly undue reliance should not be
put on such statements due to the inherent uncertainty therein. The Company does not assume any obligation to update
or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required
by applicable law.