Lake Victoria holder Phoenix acquires shares, warrants

Executive Summary

• Phoenix Gold Fund Ltd. purchased an additional 5,714,285 common shares and 2,857,142 share purchase warrants of Lake Victoria Gold Ltd. for a total cash consideration of $999,999.88 at $0.175 per unit.
• The transaction raises Phoenix’s ownership in Lake Victoria Gold to 9.31 % on an undiluted basis (potentially 11.60 % if all warrants are exercised and debentures converted).
• Phoenix also holds convertible debentures worth $340,000 that can be turned into up to 1,888,888 additional common shares, further increasing its potential stake.

Key Details

• Purchase Price: $0.175 per unit (one common share plus one warrant) – total cash outlay of $999,999.88.
• Securities Acquired:
• 5,714,285 common shares of Lake Victoria Gold Ltd.
• 2,857,142 common share purchase warrants (exercise price $0.27 per share; exercisable for three years from issuance).
• Pre‑Acquisition Holding: 11,385,567 common shares (7.64 % undiluted) plus $340,000 of convertible debentures (potentially 8.79 % partially diluted).
• Post‑Acquisition Holding (undiluted): 17,099,852 common shares – 9.31 % of issued and outstanding shares.
• Potential Fully Diluted Holding: If all warrants are exercised and debentures converted, Phoenix could own 21,845,882 common shares, representing 11.60 % of the company on a partially diluted basis.
• Warrant Terms: Each warrant allows purchase of one additional common share at $0.27 per share; exercisable for three years from issuance date.
• Convertible Debentures: Principal amount $340,000; conversion price $0.18 per share; convertible into up to 1,888,888 common shares.
• Purpose: Investment – Phoenix may later participate in financings or buy/sell additional securities of Lake Victoria Gold subject to market conditions and opportunities.
• Regulatory Disclosure: Filing made pursuant to NI 62‑103/62‑104; report will be filed on SEDAR+.